-----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, FC+ZJkIcRympZb6sgZm0sOrGX3U974ffQIKXn/ec7oNvTuXCikaWmF/5DbJUmMBY R6s6PZjmYSxO11ca/t3xCw== 0000944209-01-500430.txt : 20010627 0000944209-01-500430.hdr.sgml : 20010627 ACCESSION NUMBER: 0000944209-01-500430 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-02967 FILM NUMBER: 1647650 BUSINESS ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3102735678 MAIL ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-02967 FILM NUMBER: 1647651 BUSINESS ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3102735678 MAIL ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 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: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3102735678 MAIL ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 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: GIANT GROUP LTD CENTRAL INDEX KEY: 0000041296 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 230622690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3102735678 MAIL ADDRESS: STREET 1: 9000 SUNSET BLVD. STREET 2: 16TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90069 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 SC TO-I/A 1 dsctoia.txt SCHEDULE 13E-3 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES AND EXCHANGE ACT OF 1934 SCHEDULE TO (Rule 14d-100) (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GIANT GROUP, LTD. (Name of Subject Company (Issuer)) GIANT GROUP, LTD. Burt Sugarman (Name of Filing Persons (Offeror)) Common Stock And Associated Preferred Stock Purchase Rights (Title of Class of Securities) 374503 10 0 (CUSIP Number of Class of Securities) Pasquale A. Ambrogio GIANT GROUP, LTD. 9440 Santa Monica Boulevard, Suite 407 Beverly Hills, CA 90210 (310) 273-5678 Copy to: Jeffrey C. Soza Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro LLP 2121 Avenue of the Stars, 18th floor Los Angeles, CA 90067 (310) 553-3000 1 SCHEDULE 13E-3/SCHEDULE TO This statement amends and supplements the Transaction Statement on Schedule 13E-3 ("Schedule 13E-3") and Tender Offer Statement on Schedule TO ("Schedule TO") both of which were filed with the Securities and Exchange Commission on April 19, 2001, along with the subsequent Amendments thereto both of which were filed with the Securities and Exchange Commission on May 22, 2001, relating to the offer by GIANT GROUP, LTD., a Delaware corporation (hereinafter referred to as the "Purchaser" or the "Company" as applicable) to purchase all of the outstanding shares of its Common Stock, par value $0.01 per share, and associated Preferred Stock Purchase Rights (the "Shares"), at $0.50 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 19, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, (which, together with any supplements or amendments constitute the "Offer"). Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase and the Schedule TO. SCHEDULE TO ITEM 4. TERMS OF THE TRANSACTION. SCHEDULE 13E-3, ITEM 4 (a) Material Terms. (1) Tender Offers. ------------- (iii) Item 4 of the Schedule TO and Schedule 13E-3 are hereby amended to include the following information. The Expiration Date for the Offer is May 29, 2001, at 5:00 p.m. New York time, unless otherwise extended by the Company in its sole discretion. SCHEDULE TO ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. SCHEDULE 13E-3, ITEM 5 (b) Significant Corporate Events. Item 5 of the Schedule TO and Schedule ---------------------------- 13E-3 are hereby amended to include the following information. In December 2000, management of the Company began exploring alternatives to being a publicly-held corporation. On March 27, 2001, Mr. Sugarman first proposed to the Board that the Company consider making a tender offer for its outstanding common stock. At that time, the Board discussed the proposed tender offer, including a proposed price range of $0.40 - $0.50 per share. At that time the Shares were trading at $0.17 per share. The Board approved the preparation of the Tender Offer documents, but did not approve a price to be offered for the Shares. On April 12, 2001, the Board again met to discuss the Offer. At this time the Board approved the Offer at $0.50 per share which represented a premium of over 250% to the bid price of $0.14 per share on April 10, 2001. In addition to the factors discussed in the Offer to Purchase, the Board 2 noted that this premium was comparable to, and in some cases greater than, premiums paid in other tender offers involving companies that suffered dramatic declines in their stock prices. For example, Universal Music paid $0.57 per share in its tender offer for Emusic, representing a premium of approximately 250%, over the then recent trading price of $0.16 per share, to tendering stockholders. Also, NBC Television purchased NBC Internet, Inc. for $2.14 per share representing an approximate 46% premium to tendering stockholders. Although NBC Internet, Inc. and Emusic are internet businesses and therefore not directly comparable to the Company, this difference did not affect the Board's analysis. Given that the Company is not currently engaged in any business or industry, there is a scarcity of similarly situated, publicly- traded corporations with which to compare the Company. Of greater relevance to the Board were the similarities in the respective performances of NBC Internet, Inc. and Emusic stock, and the premiums that were ultimately received by their stockholders in the respective tender offers. SCHEDULE TO ITEM 13 SCHEDULE 13E-3, ITEM 8. FAIRNESS OF TRANSACTION. (c) Fairness. Item 13 of the Schedule TO and Item 8 of the Schedule 13E-3 are -------- hereby amended to include the following information. The Board of Directors, including Mr. Sugarman, believe that the Offer is procedurally fair to unaffiliated Shareholders. The transaction was structured as a tender offer to allow those Shareholders who desire to do so the opportunity to receive cash for their shares. No Shareholder is required to tender their Shares. Shareholders may make their own determination as to the fairness of the Offer. For those Shareholders who elect not to tender their Shares, the market for the Shares, in the event that a sufficient number of Shareholders tender such that the Company can complete its going private transaction, will be illiquid. However, in addition to the potential benefits for the Company, the Offer was conceived with the intention of providing some financial benefit to the Shareholders given the significantly depressed market for the Shares and the risk of the Shares having no value in the future given the Company's lack of operations and the uncertainty of its lawsuit against Arthur Andersen LLP, LH Friend and others. Therefore, the Board and Mr. Sugarman believe that the Offer is procedurally fair in that it provides value to those Shareholders choosing to tender. Those Shareholders who elect not to tender will benefit if the Company prevails in its lawsuit. The Board did not, however, obtain a fairness opinion, retain an unaffiliated representative to negotiate on behalf of the unaffiliated stockholders or condition the offer upon the approval of a majority of the unaffiliated shareholders. Also, shareholders do not have appraisal rights. 3 SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Date: May 24, 2001 GIANT GROUP LTD. By /S/ Pasquale A. Ambrogio ---------------------------------- Pasquale A. Ambrogio Vice President and Chief Financial Officer /S/ Burt Sugarman - -------------------------- Burt Sugarman 4 INDEX TO EXHIBITS Item 12 of the Schedule TO and Item 16 of the Schedule 13E-3 are hereby amended to include the following information. EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(J) Schedule III amended and incorporated by reference into the Offer to Purchase. (a)(1)(L) Press Release dated May 23, 2001 5 EX-99.(A)(1)(J) 2 dex99a1j.txt SCHEDULE III AMENDED AND INCORPORATED EXHIBIT (A)(1)(J) SCHEDULE III BENEFICIAL OWNERSHIP OF COMPANY STOCK BY OFFICERS AND DIRECTORS The following table sets forth as of April 10, 2001, the number of shares of Common Stock beneficially owned by each Director and Executive Officer of the Company and by all Directors and Executive Officers as a group.
Total Number of Shares Name Beneficially Owned Percent of Class - --------------------------------------------------------------------------------------------------- Burt Sugarman 3,137,622/1/ 63.1% David Gotterer 245,875/2/ 7.4% Terry Christensen 94,250/3/ 2.9% Jeffrey Rosenthal 30,000/4/ 0.9% David Malcolm 40,000/5/ 1.2% Pasquale Ambrogio 28,600/6/ 0.9% - --------------------------------------------------------------------------------------------------- All Directors and Executive Officers as a group of (6 persons)/7/ 3,576,347 67.0%
____________________ /1/ Includes 1,799,202 option to purchase common stock that are currently exercisable or will be exercisable within 60 days and includes 148,950 shares owned by Mr. Sugarman's spouse. /2/ Includes 133,375 options to purchase common stock that are currently exercisable or will be exercisable within 60 days but excludes 63,375 shares underlying options held by Mr. Gotterer, as to which he disclaims beneficial ownership since a business partner is entitled to the beneficial ownership of such shares upon any exercise of such options. /3/ Includes 90,000 options to purchase common stock that are currently exercisable or will be exercisable within 60 days. /4/ Includes 25,000 options to purchase common stock that are currently exercisable or will be exercisable within 60 days. /5/ Includes 35,000 options to purchase common stock that are currently exercisable or will be exercisable within 60 days. /6/ Includes 5,000 options to purchase common stock that are currently exercisable or will be exercisable within 60 days. /7/ Of the options issued to Officers and Directors, 20,000 are exercisable at a price of $0.41 per share, 5,000 are exercisable at a price of $0.44 per share, and the remaining options are exercisable at various prices ranging from $1.75 per share to $8.25 per share. EX-99.(A)(1)(L) 3 dex99a1l.txt PRESS RELEASE DATED MAY 23, 2001 EXHIBIT (A)(1)(L) Press Release GIANT GROUP Extends Tender Offer LOS ANGELES, May 23 -- GIANT GROUP, LTD. (OTC Bulletin Board: GPOL - news) announced that it is extending the expiration of its previously filed tender offer to May 29, 2001, at 5:00 p.m., New York time, unless further extended. The tender offer, originally filed on April 19, 2001, offers to purchase any and all outstanding shares of its Common Stock for $0.50 per share. Accordingly, GIANT will purchase all shares of its common stock validly tendered and not withdrawn prior to May 29, 2001, unless the offer is further extended by GIANT at its discretion. For further information regarding the Offer, contact GIANT's Corporate Secretary at 310-273-5678, or the Shareholder Relations Department at American Stock Transfer & Trust Company at 718-921-8200. -----END PRIVACY-ENHANCED MESSAGE-----