-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWsDo8k9kIigbxVhUM2ef5EsXVfiGXCSJIQ4+CsXHuRWewqqgplyLEhg5OZ8Hqid +DxA6qlnRXA+0XjHn2U/+A== 0000892569-96-000049.txt : 19960129 0000892569-96-000049.hdr.sgml : 19960129 ACCESSION NUMBER: 0000892569-96-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960126 SROS: NYSE GROUP MEMBERS: FIDELITY NATIONAL FINANCIAL INC /DE/ GROUP MEMBERS: WILLIAM P. FOLEY, II SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02967 FILM NUMBER: 96507190 BUSINESS ADDRESS: STREET 1: 150 EL CAMINO DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102735678 FORMER COMPANY: FORMER CONFORMED NAME: GIANT PORTLAND & MASONRY CEMENT CO DATE OF NAME CHANGE: 19850610 FORMER COMPANY: FORMER CONFORMED NAME: GIANT PORTLAND CEMENT CO DATE OF NAME CHANGE: 19770921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 1: 2100 S.E. MAIN STREET STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92714 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT #6 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) 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 25, 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 2 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: 650,489(1) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 650,489(1) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 650,489(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): 14.5(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 3 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 650,489 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 4 This Amendment No. 6 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 660,489 shares of Common Stock to which this Statement relates, (a) 530,000 of such shares were purchased by Fidelity with general working capital funds of Fidelity during the period between July 13, 1995 and January 25, 1996, for an aggregate purchase price of $4,125,687.50 (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: (F) Rally's issued a press release on Monday, January 22, 1996 (the "Exchange Offer Press Release"), announcing that the Company had informed Rally's of its intention to offer to exchange (the "Exchange Offer") a new series of the Company's $9.00 liquidation preference, participating, non-voting preferred stock (the "Non-voting Preferred Stock") for up to that number of shares of Rally's common stock as would result in the Company owning 81% (subject to increase by the Company to 84.9%) of Rally's common stock, diluted for vested options. The exchange ratio will be 4.5 shares of Rally's common stock for each share of the Company's Non-voting Preferred Stock. A copy of the Exchange Offer Press Release is attached as Exhibit 99.5 hereto and is incorporated herein by reference. Because the Company has not yet publicly filed the documents relating to the Exchange Offer, information contained in this paragraph is based solely on the Exchange Offer Press Release. As of the close of business on Friday, January 19, 1995, the closing sales prices of the Common Stock and of Rally's common stock, reported by the New York Stock Exchange, were $9.00 per share and $1.44 per share, respectively. Page 4 of 10 Pages 5 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 25, 1996, Fidelity was the beneficial owner of 650,489 shares of Common Stock, which constitute in the aggregate 14.5% 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 650,489 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. 5 to the Schedule 13D on January 19, 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: 99.5 Exchange Offer Press Release issued by the Company on January 22, 1996 as reported by the PR Newswire Association, Inc.
Page 5 of 10 Pages 6 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 26, 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 7 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 26, 1996 /s/ William P. Foley, II -------------------------- William P. Foley, II Page 7 of 10 Pages 8 SCHEDULE II Schedule of Transactions in the Shares
No. of Shares Price Per Date Purchased Share(1) ---- ---------------- --------- FIDELITY: - -------- 01/19/96 10,000 9.000 01/22/96 20,500 9.000 01/23/96 5,000 9.000 01/25/96 28,500 9.000 - ---------------
(1) Net of brokerage commissions. Page 8 of 10 Pages 9 EXHIBIT INDEX 99.5 Exchange Offer Press Release issued by the Company on January 22, 1996 as reported by the PR Newswire Association, Inc. Page 10
Page 9 of 10 Pages EX-99.5 2 RALLY PRESS RELEASE JANUARY 22, 1996 1 EXHIBIT 99.5 DATE: January 22, 1996, Monday SECTION: Financial News DISTRIBUTION: TO BUSINESS EDITOR LENGTH: 338 words HEADLINE: RALLY'S HAMBURGERS, INC. ANNOUNCES EXCHANGE OFFER BY GIANT GROUP, LTD. BODY: Rally's Hamburgers, Inc. Inc. (Nasdaq: RLLY) today announced that GIANT GROUP, LTD. (NYSE: GPO) has informed Rally's that GIANT intends to offer to exchange a new series of GIANT $9.00 liquidation preference, participating, non-voting preferred stock for up to that number of shares of Rally's common stock as would result in GIANT owning 81% (subject to increase by GIANT to 84.9%) of Rally's outstanding common stock, diluted for invested options. LOUISVILLE, Ky., Jan. 22 The exchange ratio is to be 4.5 shares of Rally's common stock for each share of GIANT preferred stock. Based upon the recommendation of a Special Committee of independent members of Rally's Board of Directors and the opinion of the Committee's financial advisor that the consideration to be received by the Rally's stockholders in the exchange is fair to them from a financial point of view, Rally's Board of Directors, agreed to recommend the exchange offer to Rally's stockholders, subject to certain conditions normally associated with similar transactions, including receipt of a written fairness opinion, and subject to the execution of a written agreement with GIANT to provide that, in return for a favorable recommendation by the Board of directors, (i) GIANT will apply for listing of the preferred stock on the New York Stock exchange; (ii) as long as the common stock of Rally's is publicly held, Rally's will have at least two independent members of its Board of Directors; and (iii) GIANT will not acquire in the exchange offer more than 84.9% of Rally's outstanding common stock, diluted for vested options. According to Giant's Securities and Exchange Commission filings, GIANT presently owns, directly and indirectly, 7,430,302 shares (approximately 47.5%) of Rally's outstanding common stock. GIANT has informed Rally's that the offering of the GIANT preferred stock will be made only by means of a prospectus. CONTACT: Stephen A. Silverman of Rally's Hamburgers, Inc., 310-576-1221 Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----