-----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, UdJLvpEoNbdEAmDNmwens4+H/hyE7ayrY8gWNlYnKU+vH5XFkEy6OziatPMwjmkz tWs+UnDucNlS1lVt2pZ4tQ== 0000892569-96-000062.txt : 19960131 0000892569-96-000062.hdr.sgml : 19960131 ACCESSION NUMBER: 0000892569-96-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960130 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: 96508532 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 AMENDMENT #7 TO SCHEDULE 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) 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 29, 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 8 Pages Exhibit Index on Page 7 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 8 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 8 Pages 4 This Amendment No. 7 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: (G) Fidelity made a demand, pursuant to Section 220 of the Delaware General Corporation Law and the common law of Delaware, to inspect and make copies or extracts of the Company's stockholder list and certain other information at the offices of the Company no later than 11:00 AM on January 31, 1996 (the "Fidelity Demand"). The Fidelity Demand was delivered to the Company's registered agent in the State of Delaware on January 26, 1996 and was hand-delivered to the Company at its principal office on January 29, 1996. The purpose of the Fidelity Demand is to enable Fidelity to communicate with other stockholders of the Company in connection with matters of common interest relative to the affairs of the Company, including without limitation, communicating with stockholders regarding the Company's (1) adoption of the Rights Plan, (2) purchases of the Common Stock on and since January 4, 1996 and (3) proposed Exchange Offer. (H) Rally's issued a press release on Monday, January 29, 1996 (the "Senior Note Repurchase Press Release"), announcing that it had repurchased, at the market closing price on January 26, 1996, in two transactions, $22 million face value of the Senior Notes from the Company. The first transaction involved the repurchase of $16 million face value of the Senior Notes for $11.1 million in cash. The second transaction involved the purchase of $6 million face value of the Senior Notes in exchange for a $4.1 million short term note issued by Rally's to the Company bearing interest at prime rate. A copy of the Senior Note Repurchase Press Release is attached as Exhibit 99.6 hereto 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: 99.6 Senior Note Repurchase Press Release issued by Rally's on January 29, 1996 as reported by the PR Newswire Association, Inc. Page 4 of 8 Pages 5 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 29, 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 5 of 8 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 29, 1996 WILLIAM P. FOLEY, II ---------------------------- William P. Foley, II Page 6 of 8 Pages 7 EXHIBIT INDEX ------------- 99.6 Senior Note Repurchase Press Release issued by Rally's on January 29, 1996 as reported by the PR Newswire Association, Inc. Page 8
Page 7 of 8 Pages EX-99.6 2 SENIOR NOTE REPURCHASE PRESS RELEASE 1 EXHIBIT 99.6 LOUISVILLE, Ky., Jan. 29/PRNewswire/ -- Rally's Hamburgers, Inc. (Nasdaq:RLLY) today announced that it has repurchased, at the market closing price of January 26, 1996, in two transactions, $22 million face value of its 9.875% Senior Notes due in the year 2000 from the GIANT GROUP, LTD. (NYSE: GPO). The first transaction involved the repurchase of $16 million face value of notes for $11.1 million in cash. The second transaction involved the purchase of $6 million face value of notes in exchange for a $4.1 million short term note issued by Rally's to GIANT bearing interest at prime rate. The purchases were approved by a majority of the independent Directors of the company. The company has also received an opinion as to the fairness of the transaction, from a financial point of view, from an investment banking firm of national standing. Michael E. Foss, Chief Financial Officer, stated "This transaction will retire approximately one quarter of the senior notes we have outstanding and will result in reducing our annual interest payments by approximately $2 million. According to GIANT's Securities and Exchange Commission filings, GIANT presently owns, directly and indirectly, approximately 47.5% of Rally's outstanding common stock. GIANT recently informed Rally's that it intends to offer to exchange a new series of GIANT preferred stock for up to that number of shares of Rally's common stock as would result in GIANT owning up to 81% (subject to increase by GIANT to 84.9%) of Rally's outstanding common stock, diluted for vested options. /CONTACT: Michael E. Foss, Chief Financial Officer of Rally's Hamburgers Inc., 402-245-8900/ Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----