<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Giant Group, Ltd.
---------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
374503 1 10 0
-------------------------------------------
(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 4, 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 7 Pages
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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: 521,989(1)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 521,989(1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
521,989(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): 10.3(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 20.7% 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 5,057,735 shares of Common Stock outstanding at November 8,
1995.
Page 2 of 7 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 521,989 shares of Common Stock
held by Fidelity. Mr. Foley owns 20.7% 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 5,057,735 shares of Common Stock outstanding at November 8,
1995.
Page 3 of 7 Pages
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This Amendment No. 2 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 531,989 shares of Common Stock to which this Statement
relates, (a) 401,500 of such shares were purchased by Fidelity with general
working capital funds of Fidelity during the period between July 13, 1995 and
January 4, 1996, for an aggregate purchase price of $2,967,625 (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 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 4, 1996, Fidelity was
the beneficial owner of 521,989 shares of Common Stock, which constitute in the
aggregate 10.3% of the outstanding shares of Common Stock (based on 5,057,735
shares of Common Stock outstanding as of November 8, 1995, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1995). 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 521,989 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. 1 to the Schedule 13D on December 22, 1995. All such
transactions were effected by Fidelity in the open market on the New York
Stock Exchange.
Page 4 of 7 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 5, 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 5 of 7 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 5, 1996
/s/ William P. Foley, II
----------------------------
William P. Foley, II
Page 6 of 7 Pages
<PAGE> 7
SCHEDULE II
Schedule of Transactions in the Shares
<TABLE>
<CAPTION>
No. of Shares Price Per
Date Purchased Share(1)
---- ------------------- ---------
<S> <C> <C> <C>
FIDELITY:
- --------
12/22/95 1,500 $8.250
12/22/95 3,500 8.500
12/27/95 2,000 8.563
12/28/95 5,000 8.850
12/29/95 14,300 9.000
01/02/96 5,000 9.000
01/03/96 11,000 9.000
01/04/96 2,100 9.000
01/04/96 13,000 9.000
01/04/96 15,000(2) 9.000
</TABLE>
_______________
(1) Net of brokerage commissions.
(2) Purchased by Fidelity's wholly-owned subisidary.
Page 7 of 7 Pages
