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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. 14)
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
April 12, 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 11 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: 705,489
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 705,489
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 705,489
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.8(1)
(14) TYPE OF REPORTING PERSON: CO
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(1) Based upon 4,778,385 shares of Common Stock outstanding as of March 6,
1996.
Page 2 of 11 Pages
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CUSIP NO.: 374503 1 10 0
(1) NAME OF REPORTING PERSON:
William P. Foley, II(2)
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: 0(3)
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0(3)
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0(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): 0
(14) TYPE OF REPORTING PERSON: IN
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(2) Mr. Foley owns 21.4% 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.
(3) Mr. Foley disclaims beneficial ownership of 705,489 shares of Common
Stock held by Fidelity. Mr. Foley owns 21.4% 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.
Page 3 of 11 Pages
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This Amendment No. 14 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:
(P) On April 12, 1996, the United States District Court for the
Central District of California denied the Company's motion to dismiss all of
Fidelity's four pending counterclaims, except with respect to Fidelity's second
counterclaim (the "Motion to Dismiss Civil Minutes"). A copy of the Motion to
Dismiss Civil Minutes is attached hereto as Exhibit 99.16, and is incorporated
herein by reference. Fidelity admitted that its second counterclaim regarding
the invalidity of the Exchange Offer was moot in light of the Company having
materially changed the terms of the proposed exchange offer after Fidelity had
filed its Second Amended Counterclaim. Accordingly, the court dismissed the
second counterclaim. In addition, the court ordered each side to show cause as
to why the court should not decline to exercise supplemental jurisdiction over
all of the state law causes of action and counterclaims and dismiss them
without prejudice (the "Order to Show Cause Civil Minutes"). A copy of the
Order to Show Cause Civil Minutes is attached hereto as Exhibit 99.17, 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:
99.16 The Motion to Dismiss Civil Minutes dated April 12, 1996.
99.17 The Order to Show Cause Civil Minutes dated April 12, 1996.
Page 4 of 11 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.
April 16, 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 11 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.
April 16, 1996
/s/ WILLIAM P. FOLEY, II
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William P. Foley, II
Page 6 of 11 Pages
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
99.16 The Motion to Dismiss Civil Minutes
dated April 12, 1996 Page 8
99.17 The Order to Show Cause Civil Minutes
dated April 12, 1996 Page 11
</TABLE>
Page 7 of 11 Pages
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EXHIBIT 99.16
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
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CASE NO. SA CV 95 - 1095 - LHM (EEx) DATE 4/12/96
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TITLE Giant Group v. Foley, et al.
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DOCKET ENTRY
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PRESENT:
HON. Linda H. McLaughlin, JUDGE
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Debra Beard None Present
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Deputy Clerk Court Reporter
ATTORNEYS PRESENT FOR PLAINTIFFS: ATTORNEYS PRESENT FOR DEFENDANTS:
None Present None Present
PROCEEDINGS: MOTION TO DISMISS
IN CHAMBERS:
The Court had read and considered the Second Amended Counterclaims,
counterclaim defendants' motion to dismiss, counterclaim plaintiffs'
opposition, and counterclaim defendants' reply. Pursuant to
F.R.Civ.P. 78 and Local Rule 7.11, based on the papers submitted by
the parties and applicable law, the Court now rules as follows:
RULING: For the reasons discussed below, counterclaim defendants'
motion to dismiss is DENIED as to counterclaims one, three and four;
counterclaim two re: invalidity of the exchange offer is DISMISSED.
(1) MOTION TO DISMISS. In considering a motion to dismiss, all
factual allegations in the complaint must
MINUTES FORM 11 INITIALS OF DEPUTY CLERK ____
CIVIL-GEN D - M
Page 8 of 11 Pages
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CASE NO. SA CV 95 - 1095 - LHM (EEx) DATE 4/12/96
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TITLE Giant Group v. Foley, et al.
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PROCEEDINGS CONTINUED:
be accepted as true and all inferences therefrom must be drawn in the
light most favorable to the plaintiff; dismissal is unwarranted
"unless it appears beyond doubt that the plaintiff can prove no set of
facts in support of the claim that would entitle [the plaintiff] to
relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Miller v. Glen
& Helen Aircraft, Inc., 777 F.2d 496, 498 (9th Cir. 1985).
(2) COUNTERCLAIM ONE. A shareholder may maintain an individual
action against a corporation only if he has sustained a "special
injury," which has been defined as "a wrong inflicted upon him alone
or a wrong affecting any particular right which he is asserting,--
such as his pre-emptive rights as a stockholder, rights involving the
control of the corporation, or a wrong affecting the stockholders and
not the corporation." Lipton v. News International, 514 A.2d 1075,
1078 (Del. 1986) (quoting Elster v. American Airlines, 100 A.2d 219,
222 (Del.Ch. 1953)). Ultimately, the Court must look to "whether the
plaintiff has alleged a 'special' injury, in whatever form." Id.
Enhanced judicial scrutiny applies "whenever the record
reflects that a board of directors took defensive measures in response
to a 'perceived threat to corporate policy and effectiveness which
touches upon issues of control.'" In re Santa Fe Pacific Corporation
Shareholder Litigation, 669 A.2d 59, 71 (Del. 1995) (quoting Unitrin,
Inc. v. American General Corp., 651 A.2d 1361, 1372 n.9 (Del. 1995)).
Based on the pleadings, Fidelity has alleged a special injury.
A consideration of Giant's arguments to the contrary would require the
Court to look beyond the pleadings.
Fidelity also has alleged that the counterclaim defendants
took defensive measures in response to a perceived threat to corporate
policy and effectiveness that touched upon issues of control.
Accordingly, Fidelity's allegations are sufficient to withstand
Giant's motion to dismiss on the grounds of the business judgment
rule.
In sum, the counterclaim defendants' motion to dismiss is
denied as to the first counterclaim.
Page 9 of 11 Pages
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CASE NO. SA CV 95 - 1095 - LHM (EEx) DATE 4/12/96
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TITLE Giant Group v. Foley, et al.
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PROCEEDINGS CONTINUED:
(3) COUNTERCLAIM TWO. Counterclaim plaintiffs admit that their
second claim re: invalidity of the exchange offer is moot.
Accordingly, counterclaim plaintiffs' second counterclaim is
dismissed.
(4) CLAIMS THREE AND FOUR. Under California Civil Code section
47, a publication or broadcast made "[i]n any judicial proceeding" is
privileged and, therefore, is shielded from defamation liability.
Shahvar v. Superior Court, 25 Cal. App. 4th 653, 657, 30 Cal.Rptr.2d
597 (1994). The "judicial proceeding" privilege applies to "any
communication (1) made in judicial or quasi-judicial proceedings; (2)
by litigants or other participants authorized by law; (3) to achieve
the objects of the litigation; and (4) that have [sic] some connection
or logical relation to the action." Id. (quoting Silberg v. Anderson,
50 Cal. 3d 205, 212, 786 P.2d 365, 266 Cal.Rptr. 638 (1990)).
However, "statements about existing or anticipated litigation by a
party or the party's attorney to the news media, when the news media
is neither a party to nor a participant in the litigation, are not
privileged." Id., at 659.
Here, the press release that is the subject of counterclaims 3
and 4 was a statement about existing litigation by a party to the news
media where the news media was neither a party nor a participant in
the litigation. Therefore, the statements made to the press are not
privileged.
Accordingly, counterclaim defendants' motion to dismiss is
denied with respect to counterclaims three and four.
Page 10 of 11 Pages
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EXHIBIT 99.17
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
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CASE NO. SA CV 95 - 1095 - LHM DATE 4/12/96
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TITLE Giant Group v. Foley, et al.
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DOCKET ENTRY
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PRESENT:
HON. Linda H. McLaughlin, JUDGE
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Debra Beard None Present
---------------------- ----------------------
Deputy Clerk Court Reporter
ATTORNEYS PRESENT FOR PLAINTIFFS: ATTORNEYS PRESENT FOR DEFENDANTS:
None Present None Present
ORDER TO SHOW CAUSE
PROCEEDINGS: (1) By separate order, the Court has ruled on counter-
defendants motion to dismiss the second amended counterclaim.
Therefore, the operative pleadings are settled.
(2) The only federal claim in the entire action is
Plaintiff's first cause of action which arises under Section
13(d) of the Securities Exchange Act of 1934 [15 U.S.C.
78m(d)]. Plaintiff's four (4) remaining causes of action,
and all of Defendants' counterclaims arise under state law.
Further, Section 13(d) is basically reporting statute.
Although the weight of authority recognizes that a private
party has standing to assert a claim pursuant to Section
13(d), the available remedy appears limited to injunctive
relief.
(3) ORDER TO SHOW CAUSE AND SIMULTANEOUS BRIEFING: Each
side is ordered to show cause in writing by 4/19/96 why the
Court should not decline to exercise supplemental jurisdiction
over the all the supplemental state law causes of action and
counterclaims and dismiss them without prejudice.
Each side is to file a Reply by 4/25/96.
THE DATES ORDERED BY THE COURT COURTESY COPIES OF ALL HAVE
BEEN SET ON THE COURT'S DOCUMENTS MUST BE DELIVERED OR
CALENDAR AND ARE FIRM DATES SENT BY FACSIMILE TO CHAMBERS
OF JUDGE MCLAUGHLIN BY 12:00
NOON ON THE DATE DUE.
MINUTES FORM 11 INITIALS OF DEPUTY CLERK ____
CIVIL-GEN D - M
Page 11 of 11 Pages
