FORM 8-K-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2000
GIANT GROUP, LTD
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(Exact name of registrant as specified in its charter)
Delaware 1-4323 23-0622690
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
9440 Santa Monica Blvd., Suite 407 90210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 273 5678
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Item 2. Disposition of Assets
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On October 31, 2000, Periscope Sportswear, Inc. ("Periscope"), a 100%
wholly owned subsidiary of GIANT GROUP, LTD. ("GIANT"), executed and delivered a
letter delivering peaceful possession of its assets to Century Business Credit
Corporation ("Century"). Pursuant to the letter, all Periscope's receivables,
inventory, fixed assets, and other assets listed as collateral in Periscope's
August 1999 "Factoring Agreement" with Century were transferred to Century. As
previously disclosed, Periscope was in default under its Factoring Agreement
with Century. GIANT as a guarantor of $2 million of Periscope's obligations to
Century, which resulted from the April 2000 amendment of Periscope's Cash Pledge
Security agreement with Century, consented to this transaction and was released
from its guarantee. In addition, GIANT has also provided $3 million of
collateral under the 1999 Factoring Agreement with Century which maybe returned
by Century to GIANT under certain circumstances.
Item 7. Financial Statements and Exhibits
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GIANT GROUP, LTD.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
Proforma
September 30, Pro Forma September 30,
2000 Adjustments 2000
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(Dollars in thousands, except per share amounts)
Cash and cash equivalents $ 1,441 $ 1,441
Marketable securities 4,530 4,530
Other current assets 1,518 1,518
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Total current assets 7,489 7,489
Property and equipment, net 133 133
Other long-term assets 1,445 1,445
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Total Assets $ 9,067 $ - $ 9,067
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Net liabilities from discontinued operations $ 11,386 (a) $ 3,759 $ 15,145
Other liabilities 1,310 1,310
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Total liabilities 12,696 3,759 16,455
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Common stock 73 73
Capital in excess of par value 35,546 35,546
Accumulated other comprehensive income -
unrealized gains on marketable securities, net 214 214
Retained deficit (10,622) (a) (3,759) (14,381)
Treasury stock, at cost (28,840) (28,840)
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Total stockholders' deficit (3,629) (3,759) (7,388)
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Total liabilities and stockholders' deficit $ 9,067 $ - $ 9,067
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NOTES TO THE UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
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(a) The Company's Unaudited Proforma Condensed Consolidated Balance Sheet as
of September 30, 2000, the most recent period for which a balance sheet has
been presented, has been prepared assuming that Century Business Credit
Corporation took peaceful possession of Periscope's assets on September
30, 2000 and not on October 31, 2000, as reported. Net liabilities from
discontinued operations reported on September 30, 2000 included Periscope
assets of $3,759. The proforma adjustment consists of the write-off of
these assets resulting in an increase to net liabilities from discontinued
operations and an increase to retained deficit of $3,759.
GIANT GROUP, LTD.
UNAUDITED PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
Proforma
As Reported Adjustments Proforma
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(Dollars in thousands, except per share amounts)
Net sales $ 72,631 (b) $ (72,631) $ -
Cost of sales 62,845 (b) (62,845) -
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Gross profit 9,786 (9,786) -
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Costs and expenses:
Selling and shipping 9,342 (b) (9,342) -
General and administrative 7,313 (b) (3,742) 3,571
Depreciation and other 1,250 (b) (214) 1,036
Writedown of apparel investment, including goodwill 27,999 (b) (27,999) -
Reserve for other receivables 3,029 (b) (2,548) 481
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48,933 (43,845) 5,088
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Loss from operations (39,147) 34,059 (5,088)
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Other income (expense):
Investment and other income 928 (b) 70 998
Gain on the sale of marketable securities 426 426
Gain on sale of property and equipment 239 239
Factoring and financing costs (3,187)(b) 3,151 (36)
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(1,594) 3,221 1,627
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Loss on affiliate transactions (2,981) (2,981)
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Loss before benefit for income taxes (43,722)(b) 37,280 (6,442)
Benefit for income taxes (2,542)(b) 2,849 307
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Net loss $ (46,264) $ 40,129 $ (6,135)
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Basic earnings per common share ($1.93)
Diluted earnings per common share ($1.93)
Weighted average shares outstanding - basic 3,184,000
Weighted average shares outstanding - diluted 3,184,000
NOTES TO THE UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
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(b) The unaudited proforma consolidated statement of operations for the year
ended December 31, 1999 assumes that Century Business Credit Corporation
took peaceful possession of Periscope's assets on January 1, 1999 and not
on October 31, 2000, as reported. Proforma adjustments consist of
eliminating the results of Periscope's operations for the twelve months
ended December 31, 1999. In addition, the Company recorded an expense
related to the write-off of a receivable due from Periscope of $481.
Weighted average shares reported for the year ended December 31, 1998 for
basic earnings per share calculation for 1998 were used.
The Company has presented Periscope's operations as discontinued for the
three and nine-months ended September 30, 2000 in its consolidated
statement of operations for the three and nine-months ended September 30,
2000 included in the Company's Form 10-Q previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 27, 2000 By: /s/ Pasquale A. Ambrogio
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Vice-President, Chief Financial Officer,
Secretary and Treasurer