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
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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.
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(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
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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
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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
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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.
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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
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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
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