UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
374503100
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(CUSIP Number)
Glenn Sands
c/o Periscope Sportswear, Inc.
1407 Broadway, Suite 620
New York, New York 10018
(212) 382-3660
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 11, 1998
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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 [ ].
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 374503100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLENN SANDS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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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
NUMBER OF
721,386
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
721,386
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,386
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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)
18.4%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), of GIANT GROUP, LTD., a Delaware
corporation (the "Company"), the principal executive offices of
which are located at 9000 Sunset Boulevard, 16th Floor, Los
Angeles, California 90069.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Glenn Sands
(b)-(c) Mr. Sands currently serves as the President and
Chief Executive Officer of Periscope Sportswear, Inc., a wholly-
owned subsidiary of the Company. He also serves as a director of
the Company. The principal executive offices of Periscope are
located at 1407 Broadway, Suite 620, New York, New York 10018.
(d) During the past five years, Mr. Sands has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, Mr. Sands has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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 laws or finding any
violation with respect to such laws.
(f) Mr. Sands is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Sands acquired 721,386 shares (the "Shares") of the
Company's Common Stock pursuant to an Agreement and Plan of
Merger, dated as of December 4, 1998 ("Merger Agreement"), by and
between the Company, GIANT PS/Acq Corporation, a Delaware
corporation, now Periscope, ("Acquisition Corp.") and a wholly-
owned subsidiary of the Company, and Periscope Sportswear, Inc.
("Periscope"), as amended by an Amendment to Agreement and Plan
of Merger, dated December 9, 1998 ("Amendment"). Mr. Sands had
been a stockholder of Periscope. On December 11, 1998, Periscope
merged (the "Merger") with and into Acquisition Corp., and
Acquisition Corp., as the surviving corporation, changed its name
to Periscope Sportswear, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Sands acquired the Shares upon the Merger for investment
purposes.
He has no present intention to engage in any other
transactions referred to in Paragraphs (a) through (j) of this
Item, except that he may, either singly or with others, acquire
additional securities of the Company or dispose of all or part of
the Shares, in open market or privately negotiated transactions,
depending upon market conditions and other investment
considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Sands owns 721,386 shares of Common Stock,
representing 18.4% of the issued and outstanding shares of Common
-3-
<PAGE>
Stock of the Company. This does not include 170,300 shares of
Common Stock which may be issued to Mr. Sands based upon the
level of pre-tax profits of Periscope exceeding $13 million for
the fiscal year ending December 31, 1999, pursuant to the Merger
Agreement. The outstanding amount of shares of Common Stock is
based upon 2,974,055 shares (as reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1998) plus 953,093 shares issued upon the Merger.
(b) Mr. Sands has the sole power to vote and the sole power
to dispose or to direct the disposition with respect to 721,386
shares of Common Stock.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
-4-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the statement
is true, complete and correct.
/s/ Glenn Sands
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GLENN SANDS
Dated: December 17, 1998
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