-----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, M7m1bc4OStLZvm6il+aNsPZvSucfd1eiMo0lJWEXNUz0bWBD2WI3AHMfite4F08W p3fM0Af+04Nqt+6C1EpAOQ== 0000892569-96-000165.txt : 19960216 0000892569-96-000165.hdr.sgml : 19960216 ACCESSION NUMBER: 0000892569-96-000165 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960215 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: 96520992 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 AMEND. #8 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. 8) 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 February 14, 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 14 Pages Exhibit Index on Page 8 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: 695,489(1) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 695,489(1) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 695,489(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): 14.6(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 4,778,385 shares of Common Stock outstanding as of February 7, 1996, as disclosed in Item 5 to Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock. Page 2 of 14 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 695,489 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 4,778,385 shares of Common Stock outstanding as of February 7, 1996, as disclosed in Item 5 to Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock. Page 3 of 14 Pages 4 This Amendment No. 8 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 OTEHR CONSIDERATION. Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: Of the 705,489 shares of Common Stock to which this Statement relates, (a) 575,000 of such shares were purchased by Fidelity with general working capital funds of Fidelity during the period between July 13, 1995 and February 14, 1996, for an aggregate purchase price of $4,592,787.50 (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: (I) On February 7, 1996, as disclosed in Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock (the "Sugarman 13D"), Burt Sugarman exercised options to acquire 300,000 shares of Common Stock for an aggregate exercise price of $2,025,000 or $6.75 per share. Such options were previously granted to him by the Company under its 1985 Non-Qualified Stock Option Plan. As of the close of business on February 7, 1996 the closing sales price of the Common Stock, reported by the New York Stock Exchange, was $8.125 per share. According to the Sugarman 13D, as of the close of business on February 7, 1996, 4,778,385 shares of Common Stock were outstanding, after giving effect to the exercise of the options. (J) On February 14, 1996, Fidelity delivered a letter from William P. Foley, II, Fidelity's Chairman and Chief Executive Officer, to Burt Sugarman, the Company's Chairman and Chief Executive Officer (the "Offer Letter"), setting forth a proposal by Fidelity to effect a merger in which Fidelity would acquire the Company. Under the proposal, the Company's stockholders would receive shares of Fidelity common stock worth $12.00 per share of Common Stock, subject to a collar to be negotiated. Fidelity conditioned its offer on the Company abandoning the Exchange Offer. The Offer Letter stated Fidelity's strong preference is to complete a friendly, negotiated merger transaction. However, the letter indicated that if discussions with the Company do not prove fruitful, Fidelity may pursue any alternative available to it. Such alternatives may include soliciting proxies in connection with the Company's 1996 annual meeting of stockholders to take control of the Company's Board with individuals committed to completing the transaction described in the Offer Letter or, if such a transaction cannot be consummated, considering a liquidation of the Company. A copy of the Offer Letter is attached as Exhibit 99.7 hereto and is incorporated herein by reference. A copy of a press release issued by Fidelity on February 15, 1996 announcing the delivery of the Offer Letter is attached as Exhibit 99.8 hereto and is incorporated herein by reference. 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 February 14, 1996, Fidelity was the beneficial owner of 695,489 shares of Common Stock, which constitute in the aggregate 14.6% of the outstanding shares of Common Stock (based on 4,778,385 shares of Common Stock outstanding as of February 7, 1996, as disclosed in Item 5 to Amendment No. 13 of the Schedule 13D filed by Burt Sugarman on February 13, 1996 with the Securities and Exchange Commission with respect to the Common Stock). 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 695,489 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. 7 to the Schedule 13D on January 29, 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: 99.7 Offer Letter dated February 14, 1996 from William P. Foley, II to Burt Sugarman. 99.8 Press Release issued by Fidelity on February 15, 1996 Page 4 of 14 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. February 15, 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 14 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. February 15, 1996 /s/ WILLIAM P. FOLEY, II ----------------------------- William P. Foley, II Page 6 of 14 Pages 7 SCHEDULE II Schedule of Transactions in the Shares -------------------------------------- No. of Shares Price Per Date Purchased Share(1) -------- ------------- --------- FIDELITY: 02/14/96 45,000 10.380
- ------------------ (1) Net of brokerage commissions. Page 7 of 14 Pages 8 EXHIBIT INDEX 99.7 Offer Letter dated February 14, 1996 from William P. Foley, II to Burt Sugarman. Page 9 99.8 Press Release issued by Fidelity on February 15, 1996 Page 13
Page 8 of 14 Pages EX-99.7 2 OFFER LETTER DATED 2-14-96 FROM MR. FOLEY 1 EXHIBIT 99.7 [LETTERHEAD OF FIDELITY NATIONAL FINANCIAL, INC.] February 14, 1996 Mr. Burt Sugarman Chairman and Chief Executive Officer Giant Group, Ltd. 150 El Camino Drive, Suite 303 Beverly Hills, California 90212 Dear Mr. Sugarman: As you know, Fidelity National Financial has become one of Giant Group's largest stockholders. As such, we are very troubled by several recent actions orchestrated to entrench management's power at the expense of diluting stockholders' equity. These actions reflect a pattern of self-dealing not in the best interests of Giant and its stockholders. Consider the following: o Most troubling is Giant's proposed offer to exchange a new series of $9.00 liquidation preference, participating, non-voting preferred stock for common stock of Rally's Hamburgers. By offering preferred stock rather than common stock, you will maintain your voting percentage while giving the preferred stockholders a "double dip" -- both a $9.00 preference (more than the current price of the common stock) and then an equal sharing with the common stock -- with respect to the equity of Giant upon liquidation. What possible benefit can there be to Giant stockholders in structuring the exchange offer so as to make a future sale of assets, merger or other business combination or liquidation economically unattractive? The proposed exchange ratio represents a 39% premium over the trading price of Rally's common stock immediately prior to the announcement of the exchange offer. Given the yearly operating losses Rally's has Page 9 of 14 Pages 2 Mr. Burt Sugarman February 14, 1996 Page 2 been incurring beginning with the fiscal year ended January 2, 1994, such a premium is unwarranted. This premium belongs to Giant's common stockholders. Moreover, the premium underscores the detrimental effect on Giant of Rally's recent repurchase of $22 million face value of its debt from Giant. In effect, Giant improved Rally's financial position by consenting to the debt repurchase, and then offered a premium to Rally's stockholders at the expense of Giant stockholders. In light of the foregoing, it is not surprising that you have structured the exchange offer with a non-voting preferred stock in order to circumvent the requirement of your New York Stock Exchange listing agreement that Giant stockholder approval be obtained for material issuances of voting securities. Nevertheless, your stockholders deserve a say on this important matter. The significant dilution to common stockholders that will result if the exchange offer proceeds, as well as your participation on both sides of the transaction as a stockholder and director of each of Giant and Rally's, make it incumbent upon your Board -- under Delaware law and the principles underlying the NYSE's stockholder approval policy -- to seek stockholder approval prior to commencing the exchange offer. o Giant's repurchases of its common stock came at a time when the market price was approaching its 52-week high -- due to Fidelity's purchases. These purchases increased your voting power while reducing Giant's assets. o Normally, a stockholder rights plan is meant to level the playing field for all potential suitors. However, Giant's adoption of a stockholder rights plan, when viewed in conjunction with Giant's repurchase of its common stock, reveals your true purpose: to use the poison pill to impede third parties from acquiring significant blocks of Giant stock while increasing your voting power. None of these recent actions has or will enhance the value of Giant's stock. Rather, they only serve to consolidate your power and discourage others from pursuing legitimate transactions with Giant. As such, they serve no legitimate business purpose of Giant and represent nothing more than defensive entrenchment reactions. Page 10 of 14 Pages 3 Mr. Burt Sugarman February 14, 1996 Page 3 In view of these developments, and before you take any further actions detrimental to Giant stockholders that cannot be remedied, we are compelled to make the following offer to you and the other members of Giant's Board. Fidelity is ready and willing to effect a merger in which Fidelity would acquire Giant and Giant stockholders would receive Fidelity common stock worth $12.00 per Giant share, subject to a collar to be negotiated. However, please be aware that Fidelity's offer is contingent on Giant abandoning its proposed exchange offer with Rally's. Our proposal represents an opportunity for Giant stockholders to realize extraordinary value for their shares. Our proposed purchase price represents nearly a 100% premium over the unaffected trading price of Giant stock in November 1995, prior to the time that Fidelity's buying program became most active. In addition, Giant's stockholders would benefit from owning a more actively traded stock and participating in the future growth of Fidelity which, unlike Giant, is truly an operating entity. For these reasons, we believe it would be mutually desirable and advantageous if you would give us the opportunity to negotiate a definitive merger agreement with you and your Board embodying the terms of our offer. We trust and expect that the Board will give our offer a fair review, keeping in mind its fiduciary duties and the best interests of Giant's other stockholders. The change of control provision contained in Rally's indenture with respect to its 9-7/8% Senior Notes should not pose an impediment to our proposed transaction. Since the indenture already contains an exception for your individual stock ownership in Giant, we ought to be able to negotiate a similar exception for Fidelity. Rally's noteholders, the only legitimate beneficiaries of the change of control provision, should in fact welcome an acquisition of Giant by Fidelity. Our strong preference is to complete a friendly, negotiated transaction. However, if our discussions with your Board do not prove fruitful, we reserve the right to take our case directly to Giant stockholders. This might include soliciting proxies in connection with Giant's 1996 annual meeting of stockholders to take control of the Board with individuals committed to facilitating our proposed transaction. If such a transaction could not thereafter be completed due to the opposition of Rally's noteholders, or otherwise, our nominees would consider seeking a liquidation of Giant, which is another reason for not acting on the exchange offer with Rally's until Giant's stockholders can fully express their informed opinions at a meeting to review the transaction or at the 1996 annual meeting of stockholders. Page 11 of 14 Pages 4 Mr. Burt Sugarman February 14, 1996 Page 4 You should be aware that we are obligated under the federal securities laws to file this letter as an exhibit to an amendment to our Schedule 13D. Accordingly, this letter will become public shortly. However, please be assured that all aspects of our proposal are open for negotiation. We are prepared to negotiate in good faith and to conclude a transaction that we believe will be enthusiastically supported by Giant's Board, stockholders, management, employees and other constituencies. Since this matter is of the utmost importance, we must ask that you respond to our proposal no later than the close of business on Wednesday, February 21, 1996, at which time our offer will expire. I look forward to hearing from you. Very truly yours, /s/ WILLIAM P. FOLEY, II ------------------------------ William P. Foley, II Chairman and Chief Executive Officer cc: Terry Christensen David Gotterer Robert Wynn Page 12 of 14 Pages EX-99.8 3 PRESS RELEASE DATED 2-15-96 1 EXHIBIT 99.8 HEADLINE: FIDELITY NATIONAL FINANCIAL INC. SUBMITS PROPOSAL TO ACQUIRE GIANT GROUP, LTD. DATELINE: IRVINE, CALIF., FEBRUARY 15, 1996 BODY: Fidelity National Financial Inc. (NYSE: FNF), one of the nation's leading title insurance underwriters, announced today that it has submitted a proposal to the Board of Directors of Giant Group, Ltd. to acquire Giant Group. (NYSE: GPO). Under the proposal, Giant stockholders would receive Fidelity common stock worth $12.00 per Giant share, subject to a collar to be negotiated. Based on yesterday's closing price, the exchange ratio would be .6857 of a Fidelity share for each Giant share. Fidelity conditioned its offer on Giant agreeing to abandon its proposal to exchange a new series of preferred stock for common stock of Rally's Hamburgers, Inc. Fidelity's offer is scheduled to expire on the close of business of Wednesday, February 21, 1996. William P. Foley II, Chairman and Chief Executive Officer of Fidelity, stated that "We believe our proposal represents an opportunity for Giant stockholders to realize extraordinary value for their shares. Our proposed purchase price represents nearly a 100% premium over the unaffected trading price of Giant stock in November 1995, prior to the time that Fidelity's buying program became most active." Foley further explained that "Giant's stockholders would benefit from owning a more actively traded stock and participating in the future growth of Fidelity which, unlike Giant, is truly an operating entity." Fidelity, which currently owns 695,489 shares of Giant common stock, representing approximately 14.6 percent of the outstanding shares, set forth its proposal in a letter to Burt Sugarman, Giant's Chairman and Chief Executive Officer. The letter stated that Fidelity's preference is to complete a friendly, negotiated transaction. However, the letter also indicated that if discussions with Giant's Board do not prove fruitful, Fidelity may appeal directly to Giant's stockholders, including by soliciting proxies in connection with Giant's 1996 annual meeting to take control of the Board with individuals committed to facilitating Fidelity's proposed transaction or, if such a transaction cannot be completed, considering a liquidation of Giant. The letter also criticized several recent actions taken by Giant's management, including stock repurchases, consenting to Rally's debt repurchase and adoption of a poison pill antitakeover defense. In particular, Fidelity questioned the terms of the proposed Giant exchange offer with Rally's in which Giant has offered to pay a 39% premium for Rally's common stock despite Rally's having incurred yearly operating losses beginning with the fiscal year ended January 2, 1994. Fidelity challenged Page 13 of 14 Pages 2 Giant to submit the exchange offer to a vote of Giant's stockholders. Headquartered in Irvine, Fidelity National Financial Inc. is one of the largest national underwriters engaged in the business of issuing title insurance and performing other title-related services in 49 states, the District of Columbia, Puerto Rico, the Bahamas and the Virgin Islands through its principal underwriting subsidiaries: Fidelity National Title Insurance Co., Fidelity National Title Insurance Co. of California, Fidelity National Title Insurance Co. of Pennsylvania, Fidelity National Title Insurance Co. of Tennessee and American Title Insurance Co. CONTACT: Andrew F. Puzder, Executive Vice President and General Counsel, of Fidelity National Financial, 714-622-5000 Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----