-----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, F6LzM+mP6Qot815PfD9csNwUiF9UT6wkU+/gBLF5uvyg0z4udgp9ZpjkhruHwYWx pAppADs6zDqH/Qu2v0t+vQ== 0000892569-96-000370.txt : 19960410 0000892569-96-000370.hdr.sgml : 19960410 ACCESSION NUMBER: 0000892569-96-000370 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960409 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: 96545211 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 #13 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. 13) 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 April 5, 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 March 6, 1996. 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. 13 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: (O) On April 3, 1996, in response to Fidelity's letter urging the Company to comply with its legal and fiduciary obligations to timely call and convene its 1996 Annual Meeting of Stockholders set forth in the Annual Meeting Letter, the Company delivered a letter from Mr. Terry Christensen, a director of the Company, to Mr. William P. Foley, II, Fidelity's Chairman and Chief Executive Officer (the "Company Response Letter"). The Company Response Letter states that the delay in noticing the Company's 1996 Annual Meeting of Stockholders is due to the Company's attempt to depose Mr. Foley, as part of the Company's effort to enjoin the voting of Fidelity's shares of Common Stock. A copy of the Company Response Letter is attached as Exhibit 99.14 hereto and is incorporated herein by reference. In reply to the Company Response Letter, on April 5, 1996, Fidelity delivered a letter from Mr. William P. Foley, II, Fidelity's Chairman and Chief Executive Officer, to Mr. Burt Sugarman, the Company's Chairman and Chief Executive Officer (the "Fidelity Letter"), again urging the Company to comply with its legal and fiduciary obligations and promptly call and convene the Company's 1996 Annual Meeting of Stockholders. The Fidelity Letter states that the Company's failure to timely call and convene the Company's 1996 Annual Meeting serves only to delay the right of the Company's stockholders to be heard on the subject of Fidelity's merger proposal and the Company's latest proposed exchange offer for Rally's. A copy of the Fidelity Letter is attached as Exhibit 99.15 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: 99.14 The Company Response Letter dated April 3, 1996 from Mr. Terry Christensen to Mr. William P. Foley, II 99.15 The Fidelity Letter dated April 5, 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 8, 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 8, 1996 /s/ WILLIAM P. FOLEY, II --------------------------- William P. Foley, II Page 6 of 9 Pages 7 EXHIBIT INDEX 99.14 Annual Meeting Response Letter dated April 3, 1996 from Mr. Terry Christensen to Mr. William P. Foley, II Page 8 99.15 The Fidelity Letter dated April 5, 1996 from Mr. William P. Foley, II to Mr. Burt Sugarman Page 9
Page 7 of 9 Pages EX-99.14 2 ANNUAL MEETING RESPONSE LETTER 1 EXHIBIT 99.14 LAW OFFICES CHRISTENSEN, WHITE, MILLER, FINK, JACOBS, GLASER & SHAPIRO A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 2121 AVENUE OF THE STARS EIGHTEENTH FLOOR LOS ANGELES, CALIFORNIA 90067-5010 (310) 553-3000 FAX (310) 556-2920 April 3, 1996 Mr. William P. Foley Chairman and Chief Executive Officer Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, California 92714 Dear Mr. Foley: I have been asked to respond to your letter of March 29, 1996 directed to Mr. Burt Sugarman. First, with respect to your references to Fidelity's accumulation of the stock of GIANT GROUP, INC. ("GIANT") and the merger proposal you submitted to GIANT, the complaint filed by GIANT on December 19, 1995 and our letter to you dated February 22, 1996 speak to both of these points and no more needs to be said. You also express concern about a possible delay of GIANT's annual meeting. This delay has been caused directly by your obvious reluctance to sit down and be deposed on the facts surrounding the accumulation of GIANT stock by you, Mr. Davenport, the clients of both Mr. Davenport and Bob Martyn, the trading back and forth between the accounts that took place, the trading on confidential information and the various other violations that took place. GIANT has the right to obtain this testimony as part of its effort to enjoin the voting of the improperly obtained stock. Despite the problems caused by this delay, GIANT will of course, fully comply with applicable law in connection with its annual meeting. Sincerely, /s/ TERRY CHRISTENSEN --------------------- TC/pl Page 8 of 9 Pages EX-99.15 3 THE FIDELITY LETTER DATED APRIL 5, 1996 1 EXHIBIT 99.15 [LETTERHEAD OF FIDELITY NATIONAL FINANCIAL, INC.] April 5, 1996 VIA FAX 310-273-5259 AND FEDERAL EXPRESS Mr. Burt Sugarman Chairman and Chief Executive Officer Giant Group, Ltd. 150 El Camino Drive, Suite 303 Beverly Hills, California 90212 Dear Mr. Sugarman: Mr. Christensen's letter dated April 3, 1996 states that your reluctance to schedule Giant's 1996 Annual Meeting of Stockholders is based upon a litigation strategy to enjoin Fidelity's right to vote its shares of Giant stock at the meeting. Without arguing the merits of any claim for such an injunction, we wish to point out that any dispute that you may have as to Fidelity's voting rights can and should be resolved without further delay of Giant's annual meeting. As you are well aware, adequate remedies exist and are available to the court should there eventually be any question as to the rights of any Giant stockholder to vote at the annual meeting. Your failure to timely call and convene Giant's annual meeting serves only to delay the right of Giant's stockholders to be heard on the subject of Fidelity's merger proposal and Giant's latest proposed exchange offer for Rally's. As a director of Giant your fiduciary duty is to act in the best interests of Giant's stockholders. Part of this fiduciary duty is to give stockholders an opportunity to vote and be heard by Giant's directors at a timely convened annual meeting. Fidelity once again, urges that the Giant Board comply with its legal and fiduciary obligations and promptly call and convene Giant's 1996 Annual Meeting of Stockholders. Sincerely yours, FIDELITY NATIONAL FINANCIAL, INC. /s/ WILLIAM P. FOLEY, II --------------------------------- William P. Foley, II Chairman of the Board and Chief Executive Officer WPFII/rms Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----