================================================================
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) - December 11, 1998
GIANT GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 1-4323 23-0622690
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
9000 Sunset Boulevard, Los Angeles, California 90069
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (310) 273-5678
(Former name or former address, if changed since last report)
=================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 11, 1998, Periscope Sportswear, Inc., a Delaware
corporation ("Periscope"), merged with and into GIANT PS/Acq
Corporation, a Delaware corporation ("Acquisition Corp.") and a
newly-formed wholly-owned subsidiary of GIANT GROUP, LTD., a
Delaware corporation ("GIANT"), in an all-stock transaction (the
"Merger"). At the close of the Merger, Acquisition Corp., as the
surviving corporation, changed its name to Periscope Sportswear,
Inc.
Periscope provides an extensive line of high-quality women's
and children's clothing in the moderate price category to major
retailers, primarily for sale under private labels.
Pursuant to the Merger, the holders (the "Periscope
Stockholders") of Periscope common stock immediately prior to the
Merger are entitled to receive 953,093 shares of GIANT common
stock, $.01 par value per share ("GIANT Common Stock"), subject
to statutory appraisal rights. In addition, the Periscope
Stockholders may receive in the aggregate up to an additional
225,000 shares of GIANT Common Stock based upon the level of pre-
tax profits of Periscope exceeding $13 million for the fiscal
year ending December 31, 1999.
The Merger was effected pursuant to an Agreement and Plan of
Merger, dated as of December 4, 1998 (the "Merger Agreement"), as
amended by an Amendment to Agreement and Plan of Merger, dated as
of December 9, 1998 (the "Amendment to the Merger Agreement"). A
copy of the Merger Agreement and the Amendment to the Merger
Agreement are filed as Exhibits 2.1 and 2.2, respectively, and
are incorporated herein by reference.
Upon the Merger, the GIANT Board of Directors was increased
to six persons, and Glenn Sands, who was the principal Periscope
Stockholder, became a member of the GIANT Board of Directors. He
will continue as President and Chief Executive Officer of
Periscope. Mr. Sands' employment term was extended to December
31, 2002.
Immediately prior to the Merger and as a condition to the
closing to the Merger, GIANT advanced funds to prepay Periscope's
outstanding notes to BankBoston, N.A. and BancBoston Ventures,
Inc. in an aggregate principal amount of approximately $16.5
million, plus accrued interest, and to pay down $9 million on the
Periscope credit line from The CIT Group/Commercial Services,
Inc.
ITEM 5. OTHER EVENTS
As of December 4, 1998, GIANT entered into an Amendment to
the Rights Agreement (the "Rights Agreement Amendment"), by and
between GIANT and ChaseMellon Shareholder Services, L.L.C.
("Chase") (as successor to Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent, which amended the Rights Agreement,
dated as of January 4, 1996 (the "Rights Agreement"), by and
between GIANT and Chase. The Rights Agreement Amendment amended
the Rights Agreement to, among other things, exclude Glenn Sands
from the definition of an "Acquiring Person" thereunder with
respect to shares of GIANT Common Stock he was to acquire solely
pursuant to the Merger Agreement. A copy of the Rights Agreement
Amendment is filed as Exhibit 4 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to paragraph (a)(4), the financial statements for
the business acquired will be filed within 60 days of December
26, 1998, the date that this report was due to be filed.
(b) Pro Forma Financial Statements
-2-
Pursuant to paragraph (a)(4), the unaudited pro forma
financial statements of GIANT giving effect to the Merger will be
filed with 60 days of December 26, 1998, the date that this
report was due to be filed.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 4,
1998, among GIANT, Acquisition Corp. and Periscope.
2.2 Amendment to Agreement and Plan of Merger, dated
December 9, 1998, among GIANT, Acquisition Corp. and
Periscope.
3 Certificate of Merger, dated December 11, 1998.
4 Amendment to Rights Agreement, dated December 4, 1998,
by and between GIANT and Chase.
99 Press Release, dated December 14, 1998.
-3-
SIGNATURE
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 thereunto duly
authorized.
GIANT GROUP, LTD.
By: /s/ William H. Pennington
---------------------------------
Name: William H. Pennington
Title: Vice President
Dated: December 14, 1998
-4-
Exhibit Index
-------------
Exhibit Description
------- -----------
2.1 Agreement and Plan of Merger, dated as of
December 4, 1998, among GIANT, Acquisition
Corp. and Periscope.
2.2 Amendment to Agreement and Plan of Merger,
dated December 9, 1998, among GIANT,
Acquisition Corp. and Periscope.
3 Certificate of Merger, dated December 11,
1998.
4 Amendment to Rights Agreement, dated December
4, 1998, by and between GIANT and Chase.
99 Press Release, dated December 14, 1998.