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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Giant Group, Ltd.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
374503 1 10 0
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(CUSIP Number)
Andrew F. Puzder
Executive Vice President and General Counsel
Fidelity National Financial, Inc.
17911 Von Karman Avenue
Irvine, California 92714
Tel. (714) 622-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Tel. (212) 530-5000
January 29, 1996
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
Page 1 of 8 Pages
Exhibit Index on Page 7
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SCHEDULE 13D
CUSIP NO.: 374503 1 10 0
(1) NAME OF REPORTING PERSON:
Fidelity National Financial, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS No. 86-0498599
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 650,489(1)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 650,489(1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
650,489(1)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.5(2)
(14) TYPE OF REPORTING PERSON: CO
- ----------------------
(1) Fidelity disclaims beneficial ownership of 10,000 shares of
Common Stock held by William P. Foley, II. Mr. Foley owns
21.7% of the outstanding common stock of Fidelity and he is
the Chairman of the Board and Chief Executive Officer of
Fidelity. By virtue of such stock ownership and positions,
Mr. Foley may be deemed a "controlling person" of Fidelity.
(2) Based upon 4,478,385 shares of Common Stock outstanding as
of January 10, 1996, as disclosed in the Company's press
release dated January 12, 1996.
Page 2 of 8 Pages
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CUSIP NO.: 374503 1 10 0
(1) NAME OF REPORTING PERSON:
William P. Foley, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS No. ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 10,000(3)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 10,000(3)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,000(3)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .2(4)
(14) TYPE OF REPORTING PERSON: IN
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(3) Mr. Foley disclaims beneficial ownership of 650,489 shares
of Common Stock held by Fidelity. Mr. Foley owns 21.7% of
the outstanding common stock of Fidelity, and he is
Chairman of the Board and Chief Executive Officer of
Fidelity. By virtue of such stock ownership and positions,
Mr. Foley may be deemed a "controlling person" of Fidelity.
(4) Based upon 4,478,385 shares of Common Stock outstanding as
of January 10, 1996, as disclosed in the Company's press
release dated January 12, 1996.
Page 3 of 8 Pages
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This Amendment No. 7 amends the statement on Schedule 13D
filed with the Securities and Exchange Commission on December 8, 1995, as
heretofore amended (the "Schedule 13D"), with respect to the common stock, par
value $0.01 per share, of Giant Group, Ltd. (the "Common Stock"), a
corporation having its principal executive offices located at 150 El Camino
Drive, Suite 303, Beverly Hills, California 90212 (the "Company"). All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Schedule 13D.
Other than as set forth herein, there has been no material change
in the information set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following:
(G) Fidelity made a demand, pursuant to Section 220 of the Delaware
General Corporation Law and the common law of Delaware, to inspect
and make copies or extracts of the Company's stockholder list and certain other
information at the offices of the Company no later than 11:00 AM on January 31,
1996 (the "Fidelity Demand"). The Fidelity Demand was delivered to the
Company's registered agent in the State of Delaware on January 26, 1996 and was
hand-delivered to the Company at its principal office on January 29, 1996. The
purpose of the Fidelity Demand is to enable Fidelity to communicate with other
stockholders of the Company in connection with matters of common interest
relative to the affairs of the Company, including without limitation,
communicating with stockholders regarding the Company's (1) adoption of the
Rights Plan, (2) purchases of the Common Stock on and since January 4, 1996 and
(3) proposed Exchange Offer.
(H) Rally's issued a press release on Monday, January 29, 1996
(the "Senior Note Repurchase Press Release"), announcing that it had
repurchased, at the market closing price on January 26, 1996, in two
transactions, $22 million face value of the Senior Notes from the Company. The
first transaction involved the repurchase of $16 million face value of the
Senior Notes for $11.1 million in cash. The second transaction involved the
purchase of $6 million face value of the Senior Notes in exchange for a $4.1
million short term note issued by Rally's to the Company bearing interest at
prime rate. A copy of the Senior Note Repurchase Press Release is attached as
Exhibit 99.6 hereto and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
99.6 Senior Note Repurchase Press Release issued by Rally's on
January 29, 1996 as reported by the PR Newswire Association,
Inc.
Page 4 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
January 29, 1996
FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ WILLIAM P. FOLEY, II
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Name: William P. Foley, II
Title: Chairman of the Board and
Chief Executive Officer
Page 5 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
January 29, 1996
WILLIAM P. FOLEY, II
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William P. Foley, II
Page 6 of 8 Pages
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EXHIBIT INDEX
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<TABLE>
<S> <C> <C>
99.6 Senior Note Repurchase Press Release issued by Rally's on
January 29, 1996 as reported by the PR Newswire
Association, Inc. Page 8
</TABLE>
Page 7 of 8 Pages
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EXHIBIT 99.6
LOUISVILLE, Ky., Jan. 29/PRNewswire/ -- Rally's Hamburgers, Inc.
(Nasdaq:RLLY) today announced that it has repurchased, at the market closing
price of January 26, 1996, in two transactions, $22 million face value of its
9.875% Senior Notes due in the year 2000 from the GIANT GROUP, LTD. (NYSE:
GPO). The first transaction involved the repurchase of $16 million face value
of notes for $11.1 million in cash. The second transaction involved the
purchase of $6 million face value of notes in exchange for a $4.1 million short
term note issued by Rally's to GIANT bearing interest at prime rate.
The purchases were approved by a majority of the independent
Directors of the company. The company has also received an opinion as to the
fairness of the transaction, from a financial point of view, from an investment
banking firm of national standing.
Michael E. Foss, Chief Financial Officer, stated "This
transaction will retire approximately one quarter of the senior notes we have
outstanding and will result in reducing our annual interest payments by
approximately $2 million.
According to GIANT's Securities and Exchange Commission filings,
GIANT presently owns, directly and indirectly, approximately 47.5% of Rally's
outstanding common stock. GIANT recently informed Rally's that it intends to
offer to exchange a new series of GIANT preferred stock for up to that number
of shares of Rally's common stock as would result in GIANT owning up to 81%
(subject to increase by GIANT to 84.9%) of Rally's outstanding common stock,
diluted for vested options.
/CONTACT: Michael E. Foss, Chief Financial Officer of Rally's
Hamburgers Inc., 402-245-8900/
Page 8 of 8 Pages
