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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 12, 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: 586,489(1)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 586,489(1)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 586,489(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): 13.1(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 586,489 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. 4 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 596,489 shares of Common Stock to which this Statement
relates, (a) 466,000 of such shares were purchased by Fidelity with general
working capital funds of Fidelity during the period between July 13, 1995 and
January 16, 1996, for an aggregate purchase price of $3,549,687.50 (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:
(D) The Company issued a press release on January 12, 1996 (the
"Press Release"), which indicated that the Company purchased on January 10,
1996 127,527 shares of Common Stock for an aggregate purchase price of
$1,120,966, or $8.79 per share. A copy of the Press Release is attached as
Exhibit 99.3 hereto and is incorporated herein by reference. As of the close of
business on January 9, 1996 the closing sales price of the Common Stock,
reported by the New York Stock Exchange, was $9.38 per share. Such shares were
acquired in two blocks through unsolicited privately negotiated transactions.
According to the Press Release, as of the close of business on January 10,
1996, 4,478,385 shares of Common Stock were outstanding and, since the end of
the third quarter of 1995, the Company has purchased in the open market or in
unsolicited privately negotiated transactions an aggregate of 592,427 shares of
Common Stock for an aggregate cost of $5,665,081.
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 16, 1996, Fidelity was the
beneficial owner of 586,489 shares of Common Stock, which constitute in the
aggregate 13.1% 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 586,489 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. 3 to the Schedule 13D on January 11, 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:
99.3 Press Release issued by the Company on January 12, 1996 as
reported by the PR Newswire Association, Inc.
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 17, 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 17, 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
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<TABLE>
<CAPTION>
No. of Shares Price Per
Date Purchased Share(1)
---- ------------- ---------
<S> <C> <C> <C>
FIDELITY:
- --------
01/11/96 37,000 9.000
01/12/96 14,000 9.000
01/16/96 5,000 9.000
</TABLE>
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(1) Net of brokerage commissions.
Page 8 of 10 Pages
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EXHIBIT INDEX
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<TABLE>
<S> <C> <C>
99.3 Press Release issued by the Company on January 12, 1996 as Page 10
reported by the PR Newswire Association, Inc.
</TABLE>
Page 9 of 10 Pages
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EXHIBIT 99.3
BEVERLY HILLS, Calif., Jan 12 /PRNewswire/ -- GIANT GROUP, LTD. (NYSE:
GPO) announced that on January 10, 1996 it purchased 127,527 shares of its
common stock for an aggregate cost of $1,120,966. Such shares were acquired in
two unsolicited privately negotiated transactions.
Since the end of the third quarter of 1995, the Company has purchased
in the open market or in unsolicited privately negotiated transactions an
aggregate of 592,427 shares of its common stock for an aggregate cost of
$5,665,081.
As of the close of business on January 10, 1996, the Company had
outstanding 4,478,385 shares of common stock.
-0- 1/12/96
/CONTACT: Terry Christensen of GIANT GROUP, 310-553-3000/(GPO)
CO: GIANT GROUP, LTD.
ST: California
IN: RST
SU:
Page 10 of 10 Pages
