SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO 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
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GIANT GROUP, LTD.
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(Exact name or registrant as specified in its charter)
Delaware 1-4323 23-0622690
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
150 El Camino Drive, Beverly Hills, California 90212
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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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Highway 453, P.O. Box 218, Harleyville, SC 29448 (803) 496-7880
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(Former name or former address, if changed since last report.)
Page 1 of 7 Pages
Exhibit Index on Page 3
2
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(b) Pro Forma Financial Information:
This Form 8-K/A with Exhibits amends the previously filed Form
8-K with Exhibits dated October 14, 1994. The response to Item 7 of such
Form 8-K indicated that pro forma financial information showing the effect
of the sale of Giant Cement Holding, Inc. capital stock by KCC Delaware
Company, a wholly-owned subsidiary of GIANT GROUP, LTD., would be filed
within the period prescribed by the instructions to Item 7 of Form 8-K.
The three Exhibits filed herewith represent the pro forma financial
information required by Item 7.
The unaudited pro forma consolidated balance sheet as of
September 30, 1994 reflects the historical accounts of the Company as of
that date to give pro forma effect to the sale of the Company's cement
operations as if they had occurred on September 30, 1994. The unaudited
pro forma consolidated statements of operations for the nine month period
ended September 30, 1994 and the year ended December 31, 1993 have been
presented to reflect how results from continuing operations would have
been reflected if the transaction had taken place at the beginning of the
fiscal year presented. The pro forma consolidated financial data are
provided for information purposes only.
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(c) Exhibits:
Page
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1. Pro Forma Consolidated Balance Sheet 5
Dated September 30, 1994 (Unaudited)
2. Pro Forma Statement of Operations for the 6
Nine Months Ended September 30, 1994
(Unaudited)
3. Pro Forma Statement of Operations for the 7
Year Ended December 31, 1993 (Unaudited)
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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: December 8, 1994 By: /s/ David Gotterer
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David Gotterer,
Vice Chairman
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GIANT GROUP, LTD.
Pro Forma Consolidated Balance Sheet
September 30, 1994
In Thousands
(Unaudited)
Actual Adjustment Pro Forma
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ASSETS
Current assets:
Cash and investments $ 2,228 $125,822 (1) $ 82,109
(45,941)(2)
Discontinued operations 50,275 (50,275)(1) 0
Other current assets 109 109
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Total current assets 52,612 29,606 82,218
Investment in affiliate 41,521 41,521
Property, plant and equipment, net 3,625 3,625
Deferred charges and other 707 (264)(2) 443
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Total assets $98,465 $ 29,342 $127,807
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LIABILITIES
Current liabilities:
Short-term borrowings $ 1,883 $ 1,883
Accrued expenses 3,052 25,740 (1) 26,269
(2,523)(2)
Current maturities of
long-term debt 42,796 (42,796)(2) 0
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Total current liabilities 47,731 (19,579) 28,152
Long-term debt, net of current
maturities 1,669 1,669
Deferred income taxes 1,935 1,935
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Total liabilities 51,335 (19,579) 31,756
SHAREHOLDERS' EQUITY
Common stock, $.01 par value;
authorized 12,500,000 shares,
issued 6,966,000 shares 69 69
Capital in excess of par value 33,508 33,508
Retained earnings 31,320 47,803 (1) 78,237
(886)(2)
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64,897 46,917 111,814
Less Common stock in treasury;
1,786,000 shares, at cost 15,763 15,763
Reduction for additional pension
liability 2,004 (2,004)(1) 0
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Total shareholders' equity 47,130 48,921 96,051
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Total liabilities and
shareholders' equity $98,465 $ 29,342 $127,807
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(1) To reflect the sale of 100% of the common stock of Giant Cement
Holding, Inc., the accrual of the related income tax and the after tax
gain of $47.8 million.
(2) To reflect transactions relating to the early retirement of the 7%
Subordinated Debentures and the 14.5% Subordinated Notes including the
payment of principal, accrued interest and prepayment penalties, and
the accrual of the related income tax impact.
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GIANT GROUP, LTD.
Pro Forma Statement of Operations
For the Nine Months Ended September 30, 1994
In Thousands
(Unaudited)
Actual Adjustment Pro Forma
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Revenues:
Investment income $ 470 $ 470
Loss on investments (1,062) (1,062)
Equity in loss of affiliate (3,185) (3,185)
Other 12 12
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(3,765) 0 (3,765)
Cost and expenses:
General and administrative 2,972 2,972
Interest expense 3,442 (2,883)(1) 559
Depreciation 327 327
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Loss from continuing operations
before income taxes (10,506) 2,883 (7,623)
Credit for income taxes (3,572) 980 (2) (2,592)
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Loss from continuing operations $(6,934) $ 1,903 $(5,031)
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Per common share:
Loss from continuing operations $ (1.34) $ (.97)
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Weighted average common shares 5,180 5,180
(1) To reflect the interest expense reduction resulting from the repayment
of the 7% Subordinated Debentures and the 14.5% Subordinated Notes
repaid as a result of the sale of cement operations.
(2) To reflect the tax impact of the decreased interest expense.
Note: The pro forma income statement does not provide for interest income
which would have been earned on the proceeds of the sale had the
transaction taken place at the beginning of the period.
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GIANT GROUP, LTD.
Pro Forma Statement of Operations
For the Year Ended December 31, 1993
In Thousands
(Unaudited)
Actual Adjustment Pro Forma
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Revenues:
Investment income $ 1,377 $ 1,377
Gain on investments 542 542
Equity in loss of affiliate (3,855) (3,855)
Other 41 41
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(1,895) 0 (1,895)
Cost and expenses:
General and administrative 3,574 3,574
Interest expense 4,854 (3,821)(1) 1,033
Depreciation 527 527
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Loss from continuing operations
before income taxes (10,850) 3,821 (7,029)
Credit for income taxes (3,689) 1,299 (2) (2,390)
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Loss from continuing operations $(7,161) $ 2,522 $(4,639)
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Per common share:
Loss from continuing operations $ (1.38) $ (.90)
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Weighted average common shares 5,180 5,180
(1) To reflect the interest expense reduction resulting from the repayment
of the 7% Subordinated Debentures and the 14.5% Subordinated Notes
repaid as a result of the sale of cement operations.
(2) To reflect the tax impact of the decreased interest expense.
Note: The pro forma income statement does not provide for interest income
which would have been earned on the proceeds of the sale had the
transaction taken place at the beginning of the period.