-----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, PLwvAUii7wgdxz2ceT5haFd+v6VSK8yCKMVAF1Wjkfg8N3p+SK16Jc4ReONcCK/D +kVymR2aT/FC/xcHCTwqKA== 0000892569-96-000361.txt : 19960404 0000892569-96-000361.hdr.sgml : 19960404 ACCESSION NUMBER: 0000892569-96-000361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960403 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: RETAIL-EATING PLACES [5812] 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: 96544238 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 #12 TO SCHEDULE 13D/A-GIANT GROUP 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12) 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 March 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 9 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: 705,489 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 705,489 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 705,489 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.8(1) (14) TYPE OF REPORTING PERSON: CO - -------------- (1) 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 9 Pages 3 CUSIP NO.: 374503 1 10 0 (1) NAME OF REPORTING PERSON: William P. Foley, II(2) 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: 0(3) (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0(3) (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0(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): 0 (14) TYPE OF REPORTING PERSON: IN - -------------- (2) 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. (3) Mr. Foley disclaims beneficial ownership of 705,489 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. Page 3 of 9 Pages 4 This Amendment No. 12 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: (N) On March 29, 1996, Fidelity delivered a letter from Mr. William P. Foley, II, Fidelity's Chairman of the Board and Chief Executive Officer, to Mr. Burt Sugarman, the Company's Chairman of the Board and Chief Executive Officer (the "Annual Meeting Letter"), urging the Company to comply with its legal and fiduciary obligations to timely call and convene its 1996 annual meeting of stockholders. A copy of the Annual Meeting Letter is attached as Exhibit 99.13 hereto and is incorporated herein by reference. The Annual Meeting Letter stated that, in 1995, the Company notified the New York Stock Exchange of its annual meeting record date on February 28, 1995, with a record date of March 20, 1995, a proxy mailing date of April 6, 1995 and a meeting date of May 12, 1995. Fidelity believes this delay in calling the Company's 1996 annual meeting is further evidence of the Company's management's attempt to disenfranchise the Company's stockholders. Fidelity stated that, in light of the proposed Exchange Offer and the rejection of Fidelity's merger proposal by the Company's Board without the consultation or approval of the Company's stockholders, Fidelity believes it is incumbent on the Company's Board to timely call and convene its annual meeting. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended to add the following: 99.13 Annual Meeting Letter dated March 29, 1996 from Mr. William P. Foley, II to Mr. Burt Sugarman Page 4 of 9 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. April 3, 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 9 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. April 3, 1996 /s/ WILLIAM P. FOLEY, II --------------------------- William P. Foley, II Page 6 of 9 Pages 7 EXHIBIT INDEX 99.13 Annual Meeting Letter dated March 29, 1996 from Mr. William P. Foley, II to Mr. Burt Sugarman Page 8
Page 7 of 9 Pages EX-99.13 2 ANNUAL MEETING LETTER DATED MARCH 29, 1996 1 EXHIBIT 99.13 [FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD] March 29, 1996 Mr. Burt Sugarman Giant Group Ltd. 150 El Camino Drive Suite 303 Beverly Hills, CA 90212 Dear Mr. Sugarman: As you know, Fidelity has become a significant stockholder of Giant over the past several months and has submitted to you and your Board of Directors a merger proposal designed to significantly enhance the value of Giant stock to all Giant stockholders. In rejecting our proposal you have ignored the benefits of a merger to the Giant stockholders. On March 1, 1996, in accordance with a by-law adopted recently by Giant's Board, Fidelity delivered to Giant notice of our intention to nominate a slate of directors for election at Giant's 1996 Annual Meeting of Stockholders. While Fidelity has scrupulously adhered to its obligation to deliver advance notice of its intention to nominate directors, Giant has ignored its obligation to its stockholders to timely notice and convene its 1996 annual meeting. As you know, Giant is now over one month behind last years schedule in noticing its annual meeting. Last year, Giant notified the New York Stock Exchange of its annual meeting record date on February 28, 1995, with a record date of March 20, 1995, a proxy mailing date of April 6, 1995 and a meeting date of May 12, 1995. Fidelity believes this delay in calling your 1996 Page 8 of 9 Pages 2 Mr. Burt Sugarman March 29, 1996 Page 2 annual meeting is further evidence of management's attempt to disenfranchise Giant's stockholders. In light of the proposed Rally's exchange offer and the rejection of our merger proposal by Giant's Board without the consultation or approval of Giant's stockholders, Fidelity believes it is incumbent on you and your Board to timely call and convene your annual meeting. Accordingly, Fidelity hereby requests that the Giant Board comply with its legal and fiduciary obligations and promptly call and convene Giant's 1996 Annual Meeting of Stockholders. We await your response. Sincerely yours, FIDELITY NATIONAL FINANCIAL, INC. /s/ WILLIAM P. FOLEY, II --------------------------------- William P. Foley, II Chairman and Chief Executive Officer Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----