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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. 6)
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 25, 1996
----------------
(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 10 Pages
Exhibit Index on Page 9
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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 10 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
____________________
(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 10 Pages
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This Amendment No. 6 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended in its entirety
to read as follows:
Of the 660,489 shares of Common Stock to which this Statement
relates, (a) 530,000 of such shares were purchased by Fidelity with general
working capital funds of Fidelity during the period between July 13, 1995 and
January 25, 1996, for an aggregate purchase price of $4,125,687.50 (net of
brokerage commissions), (b) 120,489 of such shares were purchased between
August 9, 1995 and January 4, 1996 by wholly-owned subsidiaries of Fidelity
with general working capital funds, for an aggregate purchase price of
$872,670.25 (net of brokerage commissions), and (c) 10,000 of such shares were
purchased by Mr. Foley with his personal funds on September 27, 1995 for an
aggregate purchase price of $72,500 (net of brokerage commissions).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the
following:
(F) Rally's issued a press release on Monday, January 22, 1996
(the "Exchange Offer Press Release"), announcing that the Company had informed
Rally's of its intention to offer to exchange (the "Exchange Offer") a new
series of the Company's $9.00 liquidation preference, participating, non-voting
preferred stock (the "Non-voting Preferred Stock") for up to that number of
shares of Rally's common stock as would result in the Company owning 81%
(subject to increase by the Company to 84.9%) of Rally's common stock, diluted
for vested options. The exchange ratio will be 4.5 shares of Rally's common
stock for each share of the Company's Non-voting Preferred Stock. A copy of
the Exchange Offer Press Release is attached as Exhibit 99.5 hereto and is
incorporated herein by reference. Because the Company has not yet publicly
filed the documents relating to the Exchange Offer, information contained in
this paragraph is based solely on the Exchange Offer Press Release. As of the
close of business on Friday, January 19, 1995, the closing sales prices of the
Common Stock and of Rally's common stock, reported by the New York Stock
Exchange, were $9.00 per share and $1.44 per share, respectively.
Page 4 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended to add the
following:
As of the close of business on January 25, 1996, Fidelity was
the beneficial owner of 650,489 shares of Common Stock, which constitute in the
aggregate 14.5% of the outstanding shares of Common Stock (based on 4,478,385
shares of Common Stock outstanding as of January 10, 1996, as disclosed in the
Press Release). As of the close of business on such date, Mr. Foley was the
beneficial owner of 10,000 shares of Common Stock, which constitute in the
aggregate .2% of the outstanding shares of Common Stock. Mr. Foley disclaims
beneficial ownership of the 650,489 shares of Common Stock beneficially owned
by Fidelity and Fidelity disclaims beneficial ownership of the 10,000 shares of
Common Stock beneficially owned by Mr. Foley.
Schedule II to the Schedule 13D, a copy of which is attached
hereto and which Schedule is hereby incorporated by reference, has been amended
to reflect purchases of additional shares of Common Stock by Fidelity since the
filing of Amendment No. 5 to the Schedule 13D on January 19, 1996. All such
transactions were effected by Fidelity in the open market on the New York Stock
Exchange.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the
following:
<TABLE>
<S> <C>
99.5 Exchange Offer Press Release issued by the Company on
January 22, 1996 as reported by the PR Newswire
Association, Inc.
</TABLE>
Page 5 of 10 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 26, 1996
FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ William P. Foley, II
--------------------------------
Name: William P. Foley, II
Title: Chairman of the Board and
Chief Executive Officer
Page 6 of 10 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 26, 1996
/s/ William P. Foley, II
--------------------------
William P. Foley, II
Page 7 of 10 Pages
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SCHEDULE II
Schedule of Transactions in the Shares
<TABLE>
<CAPTION>
No. of Shares Price Per
Date Purchased Share(1)
---- ---------------- ---------
FIDELITY:
- --------
<S> <C> <C> <C>
01/19/96 10,000 9.000
01/22/96 20,500 9.000
01/23/96 5,000 9.000
01/25/96 28,500 9.000
- ---------------
</TABLE>
(1) Net of brokerage commissions.
Page 8 of 10 Pages
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
99.5 Exchange Offer Press Release
issued by the Company on January
22, 1996 as reported by the PR
Newswire Association, Inc. Page 10
</TABLE>
Page 9 of 10 Pages
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EXHIBIT 99.5
DATE: January 22, 1996, Monday
SECTION: Financial News
DISTRIBUTION: TO BUSINESS EDITOR
LENGTH: 338 words
HEADLINE: RALLY'S HAMBURGERS, INC. ANNOUNCES EXCHANGE OFFER BY GIANT GROUP,
LTD.
BODY:
Rally's Hamburgers, Inc. Inc. (Nasdaq: RLLY) today announced that GIANT
GROUP, LTD. (NYSE: GPO) has informed Rally's that GIANT intends to offer to
exchange a new series of GIANT $9.00 liquidation preference, participating,
non-voting preferred stock for up to that number of shares of Rally's common
stock as would result in GIANT owning 81% (subject to increase by GIANT to
84.9%) of Rally's outstanding common stock, diluted for invested options.
LOUISVILLE, Ky., Jan. 22 The exchange ratio is to be 4.5 shares of Rally's
common stock for each share of GIANT preferred stock.
Based upon the recommendation of a Special Committee of independent members
of Rally's Board of Directors and the opinion of the Committee's financial
advisor that the consideration to be received by the Rally's stockholders in
the exchange is fair to them from a financial point of view, Rally's Board of
Directors, agreed to recommend the exchange offer to Rally's stockholders,
subject to certain conditions normally associated with similar transactions,
including receipt of a written fairness opinion, and subject to the execution
of a written agreement with GIANT to provide that, in return for a favorable
recommendation by the Board of directors, (i) GIANT will apply for listing of
the preferred stock on the New York Stock exchange; (ii) as long as the common
stock of Rally's is publicly held, Rally's will have at least two independent
members of its Board of Directors; and (iii) GIANT will not acquire in the
exchange offer more than 84.9% of Rally's outstanding common stock, diluted for
vested options.
According to Giant's Securities and Exchange Commission filings, GIANT
presently owns, directly and indirectly, 7,430,302 shares (approximately 47.5%)
of Rally's outstanding common stock. GIANT has informed Rally's that the
offering of the GIANT preferred stock will be made only by means of a
prospectus.
CONTACT: Stephen A. Silverman of Rally's Hamburgers, Inc., 310-576-1221
Page 10 of 10 Pages
