[LEGEND]
THIS IS AN ELECTRONIC CONFIRMING COPY OF A FORM 8-K WHICH WAS FILED
IN PAPER FORM ON OCTOBER 15, 1994.
[/LEGEND]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 6, 1994
---------------
GIANT GROUP, LTD.
----------------------------------------------------------------
(Exact name or registrant as specified in its charter)
Delaware 1-4323 23-0622690
------------------------------- -------------- ------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
150 El Camino Drive, Beverly Hills, California 90212
---------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 273-5678
--------------
Highway 453, P.O. Box 218, Harleyville, S.C. 29448 (803) 496-7880
------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 33 Pages
Exhibit Index on Page 6
Item 2. Acquisition or Disposition of Assets.
------ -------------------------------------
On October 6, 1994, KCC Delaware Company ("KCC"), a wholly-owned
subsidiary of GIANT GROUP, LTD., (the "Registrant"), sold all of the
outstanding shares of Common Stock of Giant Cement Holding, Inc. ("GCHI")
in an underwritten public offering pursuant to a registration statement on
Form S-1 (No. 33-78260) (the "GCHI Public Offering"). GCHI is a holding
company which wholly-owns Giant Cement Company ("Giant Cement"), Keystone
Cement Company ("Keystone Cement") and Giant Resource Recovery Company,
Inc., which own and operate cement manufacturing facilities and resource
recovery operations associated with each facility. Upon the sale, the
Registrant ceased its involvement in the cement manufacturing and resource
recovery businesses.
KCC had owned 10,000,000 shares of GCHI Common Stock, which
constituted all of the GCHI capital stock then outstanding. The public
offering price was $14.00 per share, which was determined by negotiations
among KCC, GCHI and PaineWebber Incorporated, on behalf of itself and as
representative of the underwriters. The net proceeds to KCC was $131.6
million, of which KCC contributed $2 million to GCHI as additional capital
and paid a dividend of $45.9 million to the Registrant.
Upon the closing of the GCHI Public Offering, the Registrant gave
notice to call all of its outstanding 14-1/2% Subordinated Notes due 1995
(the "Subordinated Notes") and its outstanding 7% Convertible Subordinated
Debenture due 2006 (the "Convertible Debentures"). The redemption date for
the Subordinated Notes is November 10, 1994, and the outstanding $9,058,116
principal amount will be redeemed at par, plus accrued interest to the
redemption date. The redemption date for the Convertible Debentures is
November 7, 1994, and the outstanding $34,350,000 principal amount will be
redeemed at 101.4% of par, plus accrued interest to the redemption date.
The amounts to be paid upon redemption were deposited with the respective
trustees.
Upon the closing of the GCHI Public Offering, Giant Cement
amended its Loan and Security Agreement, dated November 23, 1993, with The
CIT Group/Equipment Financing, Inc. ("CIT"). The Amendment provided for
termination of the Guaranty given by the Registrant of the CIT loan
agreement and release of 300,000 shares of Common Stock of Rally's
Hamburger's Inc. ("Rally's") owned by the Registrant which the Registrant
had pledged to CIT to secure the Guaranty, pursuant to a Termination,
Release and Receipt Agreement, dated October 6, 1994, between the
Registrant and CIT. At the same time, Giant Cement and Keystone Cement
amended their credit facility with General Electric Credit Corporation
which included the release of the Registrant and KCC from the Guaranty
Agreements whereby they had guaranteed the obligations under such credit
facility.
Effective upon the closing of the GCHI Public Offering, Terry
Christensen and Robert Wynn were elected directors of the Registrant to
fill vacancies caused by the resignations of Dean M. Boylan, Edward Brodsky
and Robert L. Jones. Messrs. Boylan, Brodsky and Jones are directors of
GCHI. Terry L. Kinder resigned his positions as Vice President-Business
Affairs, Secretary and Treasurer of the Registrant. Mr. Kinder serves as
Vice President, Chief Financial Officer, Secretary, Treasurer and a
director of GCHI. For the past five years, Mr. Christensen has been a
senior partner of Christensen, White, Miller, Fink & Jacobs, a law firm in
Los Angeles, California, and Mr. Wynn has been a producer and director of
television series and special programs.
The Registrant and KCC intend to review acquisition prospects,
and would use the net proceeds from the GCHI Public Offering as all or part
of the consideration for any such acquisition or acquisitions of other
companies or segments of companies. No acquisition candidates have been
identified, except that the Registrant will use up to $9 million to pay the
balance of purchase price for 2,500,000 shares of Rally's Common Stock it
has subscribed for pursuant to a Subscription Agreement, dated as of August
24, 1994, between the Registrant and Rally's, subject to fulfillment of the
closing conditions thereunder. Assuming the closing of such Subscription
Agreement, the Registrant would beneficially own 7,430,302 shares of
Rally's Common Stock, which would represent approximately 46.9% of the
outstanding Rally's shares. Pending use of the net proceeds for
acquisitions, the Registrant will invest such funds in short-term
investments and cash equivalents as well as other investment opportunities.
As of August 31, 1994, the Registrant owed GCHI $2.2 million for
advances made by GCHI as of such date. The Registrant is to repay all GCHI
advances by October 28, 1994.
Prior to the GCHI Public Offering, the Registrant and its
subsidiaries, including Giant Cement and Keystone Cement, filed
consolidated tax returns and allocated their taxes among themselves.
Pursuant to the Tax Sharing and Indemnification Agreement, the Registrant
and GCHI have agreed to bear the liability or benefits for any federal or
state tax assessment or overpayment, respectively, for any period prior to
the consummation of the GCHI Public Offering based on the method the
companies have used, in their tax returns (and financial statements), to
allocate tax liability among the members of the consolidated group. For
the period subsequent to Offering, the Registrant will indemnify GCHI or
GCHI will indemnify the Registrant, as the case may be, for the tax
liabilities of the Registrant or GCHI, respectively. The Registrant will
utilize the net operating loss carryforward of approximately $8.0 million
existing with the consolidated companies.
GCHI agreed to indemnify and release the Registrant and KCC from
any claims made against either of them based upon environmental laws to
which they are parties solely by having been the parent companies of GCHI.
Under certain environmental laws, claims may be asserted against parent
companies for acts of their subsidiaries.
Item 7. Financial Statements, Pro Forma Financial Information
------ -----------------------------------------------------
and Exhibits.
------------
(b) Pro Forma Financial Information:
The Registrant shall file pro forma financial information showing
the effect of the sale of the GCHI capital stock. The pro forma financial
information shall be filed within the time period prescribed by the
instructions to this Item 7.
(c) Exhibits:
Page
----
1. Tax Sharing and Indemnification Agreement,
dated as of September 27, 1994, between
GIANT GROUP, LTD. and Giant Cement Holding, 8
Inc.
2. Indemnification and Release Agreement,
dated as of September 27, 1994, among GIANT 30
GROUP, LTD. KCC Delaware Company and Giant
Cement Holding, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GIANT GROUP, LTD.
Dated: October 14, 1994 By: /s/ David Gotterer
------------------------
David Gotterer,
Vice Chairman