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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934*
GIANT GROUP, LTD.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
374503100
(CUSIP Number)
Gary N. Jacobs, Esq.
CHRISTENSEN, MILLER, FINK,
JACOBS, GLASER, WEIL
& SHAPIRO, LLP
2121 Avenue of the Stars,
18th Floor
Los Angeles, CA 90067
(310) 553-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1997
(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 |X| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
(Continued on following page(s))
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13D
CUSIP No. 374503-10-0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Gotterer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
215,875 shares**
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 215,875 shares**
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,875 shares**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes 63,375 shares underlying options held by Mr. Gotterer, as to which
he disclaims beneficial ownership since a business partner is entitled to the
beneficial ownership of such shares upon any exercise of such options.
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Schedule
13D relates is the Common Stock, par value $.01 per share (the "Common Stock"),
of GIANT GROUP, LTD., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 9000 Sunset Boulevard, 16th Floor,
Los Angeles, California 90069.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Schedule 13D is David
Gotterer.
(b) Mr. Gotterer's business address is c/o Mason & Company,
LLP, 400 Park Avenue, New York, New York 10022
(c) Mr. Gotterer is Vice Chairman of the Company and a
senior partner in the accounting firm of Mason &
Company, LLP. The address of Mason & Company, LLP is set
forth in paragraph (b) of this Item 2. Mr. Gotterer is
also a director of Rally's Hamburgers, Inc., in which
the Company has a significant equity investment.
(d) During the last five years Mr. Gotterer has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) During the last five years Mr. Gotterer has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such that
as a result of such proceeding Mr. Gotterer was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities law
or finding any violation with respect to such laws.
(f) Mr. Gotterer is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 215,875 shares of Common Stock beneficially owned by Mr.
Gotterer (excluding 63,375 shares underlying options held by Mr. Gotterer, as to
which he disclaims beneficial ownership since a business partner is entitled to
the beneficial ownership of such shares upon any exercise of such options),
103,375 shares may be acquired upon exercise of stock options which are
presently exercisable or which become exercisable within 60 days. Such options
were granted pursuant to the Company's 1985 Non-Qualified Stock Option Plan and
1996 Stock Option Plan for Non-Employee Directors. The remaining 112,500 shares
of Common Stock were acquired by Mr. Gotterer using his personal funds and have
been held by him for more than two years.
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Gotterer holds the shares of Common Stock for investment
purposes. Mr. Gotterer may, depending on market conditions and the business and
financial prospects for the Company, determine to exercise options to purchase
Common Stock or purchase additional shares of Common Stock or sell shares of
Common Stock, in either case, in the open market or through privately negotiated
transactions.
Except to the extent indicated above Mr. Gotterer presently has no
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board of directors; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter or bylaws
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Mr. Gotterer beneficially owns 215,875 shares of Common
Stock, including 103,375 shares which Mr. Gotterer may acquire pursuant to stock
options which are presently exercisable or which become exercisable within 60
days, but excluding 63,375 shares underlying options held by Mr. Gotterer, as to
which he disclaims beneficial ownership since a business partner is entitled to
the beneficial ownership of such shares acquired upon exercise of such options.
Mr. Gotterer beneficially owns 6.6% of the Common Stock (excluding the shares
underlying options held by Mr. Gotterer to which a business partner is entitled
to the beneficial ownership of such shares upon exercise of such options and
based upon 3,180,655 shares of Common Stock outstanding as of May 12, 1997 as
reported in the Company's Form 10-Q for the quarter ended March 31, 1997). Mr.
Gotterer has sole power to vote and direct the disposition of the shares of
Common Stock beneficially owned by him.
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(c) On May 20, 1997 pursuant to the Company's 1996 Stock Option Plan
for Non- Employee Directors, Mr. Gotterer received options to purchase 20,000
shares of Common Stock for $6.875 per share. Other than the foregoing, Mr.
Gotterer has not effected any transactions involving the Common Stock within the
last 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Gotterer is not a party to any agreements,
arrangements, understandings or relationships (legal or
otherwise) relating to the Common Stock.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None
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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.
Dated: May 28, 1997
/s/ DAVID GOTTERER
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David Gotterer
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