content: 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
  
  
                    April 30, 1998                                0-24850
      Date of Report (Date of earliest event reported)     Commission File Number
  
  
  
                             Giant Cement Holding, Inc.
               (Exact name of registrant as specified in its charter)
  
  
         Delaware                                      57-0997411
  (State or other jurisdiction            (I.R.S. Employer Identification Number)
  of incorporation)
  
  
                  320-D Midland Parkway,Summerville, SC      29485
                 (Address of principle executive offices) (Zip Code)
  
                                  (843) 851-9898
                 Registrant's telephone number, including area code
  
  
  
  <PAGE>
  
  
  Item 2.    Acquisition or Disposition of Assets.
  
              Pursuant to an  Agreement  and Plan of Merger  dated  September  10,
  1997, as amended,  GCHI Acquisition  Corporation,  a wholly-owned  subsidiary of
  Giant  Cement  Holding,  Inc.  (the  "Company")  was merged with and into Solite
  Corporation,  a Virginia corporation ("Solite") effective on April 30, 1998 (the
  "Merger"). As a result of the Merger, Solite is a wholly-owned subsidiary of the
  Company.
  
             Solite, a vertically integrated company based in Richmond,  Virginia,
  is a  leading  lightweight  aggregate  producer,  block  producer  and  resource
  recovery  company.   The  transaction   included  three  lightweight   aggregate
  manufacturing  facilities and five concrete block facilities located in Virginia
  and North  Carolina,  and a hazardous  waste drum  processing  and fuel blending
  facility in Alabama.
  
             Under the Agreement  and Plan of Merger,  each share of Solite common
  stock,  par  value  $2.00  per  share  (the  "Solite  Common  Stock"),  that was
  outstanding  immediately  prior  to the  effective  time of the  Merger  will be
  converted  into shares of the Company's  common stock,  par value $.01 per share
  (the "Giant Common  Stock") based on a conversion  ratio,  subject to payment in
  cash for fractional shares.
  
             The conversion  ratio of 0.2298 shares of Giant Common Stock for each
  share of Solite Common Stock was determined by dividing  175,000 shares of Giant
  Common Stock by the total number of shares of Solite Common Stock outstanding as
  of the  effective  time.  Pursuant  to the  Agreement  and  Plan of  Merger,  an
  additional  150,000  shares of Giant Common Stock were placed in escrow upon the
  consummation of the Merger.  All, part, or none of 75,000 of such 150,000 shares
  shall be  distributed  to the persons who were  holders of Solite  Common  Stock
  immediately prior to the Merger,  depending on whether, and the extent by which,
  as of the effective date,  Solite's  consolidated  net book value (as defined in
  the  Agreement  and Plan of Merger)  exceeds  $2.8  million  and its net current
  assets (as defined in the  Agreement  and Plan of Merger)  exceeds $3.3 million.
  The other 75,000 shares of Giant Common Stock shall be held in escrow to satisfy
  indemnification  claims,  if any.  Unless a claim or  claims  by Giant  are then
  pending in amounts in excess of the then value of 37,500  shares of Giant Common
  Stock,  37,500  shares of Giant Common Stock held in escrow shall be released on
  the second  anniversary of the effective date, and unless any claim or claims by
  Giant are then pending,  the balance of the shares of Giant Common Stock held in
  escrow shall be released on the third  anniversary  of the  effective  time.  In
  addition,   to  the  issuance  of  Giant  Common  Stock,   the  Company  assumed
  approximately $19.2 million of Solite's long-term debt.
  
             The purchase price was negotiated by the Company's board of directors
  and Solite's board of directors on an arm's length basis. A letter of intent was
  executed on December 20, 1996  contemplating a stock-for-stock  merger providing
  for the issuance to Solite  shareholders of an aggregate of 1,300,000  shares of
  Giant Common Stock, and potentially,  additional shares of Giant Common Stock in
  the event certain post-merger financial benchmarks were achieved.  Subsequent to
  the  completion  of due  diligence,  the  Company  proposed a  reduction  in the
  consideration  to be paid in the  Merger due to lower  than  expected  operating
  results for  Solite's  1997  fiscal  year,  reductions  in the value of Solite's
  <PAGE>
  
  current assets and the need for larger than anticipated capital  expenditures on
  plant and  equipment.  Following  further  negotiations,  Solite and the Company
  agreed to a reduction in the number of shares of Giant Common Stock to be issued
  in the Merger to 750,000 and the  elimination  of the  contingent  earnout.  The
  Company also agreed to increase the maximum  amount of the debt to be assumed in
  the Merger from $18  million to $20  million.  In  September  1997,  the Company
  proposed to further reduce the  consideration  received in the Merger to 650,000
  shares of Giant Common Stock due to lower than anticipated operating results for
  Solite's quarter ended June 30, 1997. After several additional  conference calls
  and  phone  conversations  in late  August  and  early  September  of 1997,  the
  definitive  terms of the Merger were agreed upon. In February  1998, the Company
  proposed a further  reduction in the  consideration to be received in the Merger
  to 325,000 shares of Giant Common Stock due to the Company's lower  expectations
  for Solite's  operating  results,  the increase in the Company's stock price and
  the increased  transaction costs associated with the Antitrust Divisions' review
  of the Merger.  After several  conference calls and meetings an amendment to the
  terms of the Merger was agreed upon.
  
  Item 7.    Financial Statements and Exhibits.
  
             (a)    Financial  Statements  of Business  Acquired.   The following
  financial  statements of Solite are filed as part of this report:
  
                    (i) The   financial  statements  of  Solite  Corporation  and
                        Subsidiaries included under the caption "Solite Financial
                        Statements" on pages F-1 through F-41 of the Registration
                        Statement of Giant Cement Holding, Inc. on Post-Effective
                        Amendment No. 1 to Form S-4 ( Registration No. 333-36783)
                        filed with the  Securities  and Exchange  Commission   on
                        April 1, 1998 are hereby incorporated by reference.
  
              (b)   Pro Forma  Financial  Information.  The  following  pro forma
  financial  statements of Solite are filed as part of this report:
  
                     (i)The Unaudited Pro  Forma  Combined   Condensed  Financial
                        Statements  included  under  the  caption  "Unaudited Pro
                        Forma Combined  Condensed  Financial Statements" on pages
                        56 through 59  of  the  Registration  Statement of  Giant
                        Cement Holding,  Inc. on Post-Effective  Amendment  No. 1
                        to Form S-4  (Registration  No.  333-36783)  filed   with
                        the  Securities and  Exchange Commission on April 1, 1998
                        are hereby incorporated by reference.
  
             (c)    Exhibits:
  
                     2.1Agreement  and Plan of Merger,  dated  September 10, 1997,
                        as  amended,   among  Giant  Cement  Holding,  Inc.,  GCHI
                        Acquisition Corporation and Solite Corporation included as
                        Annex IV to the Prospectus  Statement/Prospectus  filed as
                        part  of  the  Registration   Statement  of  Giant  Cement
                        Holding,  Inc. on  Post-Effective  Amendment No. 1 to Form
                        S-4 (Registration No. 333-36783) filed with the Securities
                        and  Exchange  Commission  on  April  1,  1998  is  hereby
                        incorporated by reference.
  
  
  <PAGE>
  
  
                                     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.
  
  
  
  
                              GIANT CEMENT HOLDING INC.
  
                              By:   /s/ Terry L. Kinder
                                   Terry L. Kinder
                                   Vice President and Chief Financial Officer
  
  
  Date:  May 14, 1998
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 8769}]
metadata_filer: {"company-data": {"conformed-name": "GIANT CEMENT HOLDING INC", "cik": "0000922405", "assigned-sic": "3241", "irs-number": "570997411", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24850", "film-number": "98621163"}, "business-address": {"street1": "320-D MIDLAND PKWY", "street2": "HIGHWAY 453 & I-26", "city": "SUMMERVILLE", "state": "SC", "zip": "29485", "phone": "8038519898"}, "mail-address": {"street1": "320 D MIDLAND PKWY", "city": "SUMMERVILLE", "state": "SC", "zip": "29485"}}
text: 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
  
                    April 30, 1998                                0-24850
      Date of Report (Date of earliest event reported)     Commission File Number
  
                             Giant Cement Holding, Inc.
               (Exact name of registrant as specified in its charter)
  
         Delaware                                      57-0997411
  (State or other jurisdiction            (I.R.S. Employer Identification Number)
  of incorporation)
  
                  320-D Midland Parkway,Summerville, SC      29485
                 (Address of principle executive offices) (Zip Code)
  
                                  (843) 851-9898
                 Registrant's telephone number, including area code
  Item 2.    Acquisition or Disposition of Assets.
  
              Pursuant to an  Agreement  and Plan of Merger  dated  September  10,
  1997, as amended,  GCHI Acquisition  Corporation,  a wholly-owned  subsidiary of
  Giant  Cement  Holding,  Inc.  (the  "Company")  was merged with and into Solite
  Corporation,  a Virginia corporation ("Solite") effective on April 30, 1998 (the
  "Merger"). As a result of the Merger, Solite is a wholly-owned subsidiary of the
  Company.
  
             Solite, a vertically integrated company based in Richmond,  Virginia,
  is a  leading  lightweight  aggregate  producer,  block  producer  and  resource
  recovery  company.   The  transaction   included  three  lightweight   aggregate
  manufacturing  facilities and five concrete block facilities located in Virginia
  and North  Carolina,  and a hazardous  waste drum  processing  and fuel blending
  facility in Alabama.
  
             Under the Agreement  and Plan of Merger,  each share of Solite common
  stock,  par  value  $2.00  per  share  (the  "Solite  Common  Stock"),  that was
  outstanding  immediately  prior  to the  effective  time of the  Merger  will be
  converted  into shares of the Company's  common stock,  par value $.01 per share
  (the "Giant Common  Stock") based on a conversion  ratio,  subject to payment in
  cash for fractional shares.
  
             The conversion  ratio of 0.2298 shares of Giant Common Stock for each
  share of Solite Common Stock was determined by dividing  175,000 shares of Giant
  Common Stock by the total number of shares of Solite Common Stock outstanding as
  of the  effective  time.  Pursuant  to the  Agreement  and  Plan of  Merger,  an
  additional  150,000  shares of Giant Common Stock were placed in escrow upon the
  consummation of the Merger.  All, part, or none of 75,000 of such 150,000 shares
  shall be  distributed  to the persons who were  holders of Solite  Common  Stock
  immediately prior to the Merger,  depending on whether, and the extent by which,
  as of the effective date,  Solite's  consolidated  net book value (as defined in
  the  Agreement  and Plan of Merger)  exceeds  $2.8  million  and its net current
  assets (as defined in the  Agreement  and Plan of Merger)  exceeds $3.3 million.
  The other 75,000 shares of Giant Common Stock shall be held in escrow to satisfy
  indemnification  claims,  if any.  Unless a claim or  claims  by Giant  are then
  pending in amounts in excess of the then value of 37,500  shares of Giant Common
  Stock,  37,500  shares of Giant Common Stock held in escrow shall be released on
  the second  anniversary of the effective date, and unless any claim or claims by
  Giant are then pending,  the balance of the shares of Giant Common Stock held in
  escrow shall be released on the third  anniversary  of the  effective  time.  In
  addition,   to  the  issuance  of  Giant  Common  Stock,   the  Company  assumed
  approximately $19.2 million of Solite's long-term debt.
  
             The purchase price was negotiated by the Company's board of directors
  and Solite's board of directors on an arm's length basis. A letter of intent was
  executed on December 20, 1996  contemplating a stock-for-stock  merger providing
  for the issuance to Solite  shareholders of an aggregate of 1,300,000  shares of
  Giant Common Stock, and potentially,  additional shares of Giant Common Stock in
  the event certain post-merger financial benchmarks were achieved.  Subsequent to
  the  completion  of due  diligence,  the  Company  proposed a  reduction  in the
  consideration  to be paid in the  Merger due to lower  than  expected  operating
  results for  Solite's  1997  fiscal  year,  reductions  in the value of Solite's
  current assets and the need for larger than anticipated capital  expenditures on
  plant and  equipment.  Following  further  negotiations,  Solite and the Company
  agreed to a reduction in the number of shares of Giant Common Stock to be issued
  in the Merger to 750,000 and the  elimination  of the  contingent  earnout.  The
  Company also agreed to increase the maximum  amount of the debt to be assumed in
  the Merger from $18  million to $20  million.  In  September  1997,  the Company
  proposed to further reduce the  consideration  received in the Merger to 650,000
  shares of Giant Common Stock due to lower than anticipated operating results for
  Solite's quarter ended June 30, 1997. After several additional  conference calls
  and  phone  conversations  in late  August  and  early  September  of 1997,  the
  definitive  terms of the Merger were agreed upon. In February  1998, the Company
  proposed a further  reduction in the  consideration to be received in the Merger
  to 325,000 shares of Giant Common Stock due to the Company's lower  expectations
  for Solite's  operating  results,  the increase in the Company's stock price and
  the increased  transaction costs associated with the Antitrust Divisions' review
  of the Merger.  After several  conference calls and meetings an amendment to the
  terms of the Merger was agreed upon.
  
  Item 7.    Financial Statements and Exhibits.
  
             (a)    Financial  Statements  of Business  Acquired.   The following
  financial  statements of Solite are filed as part of this report:
  
                    (i) The   financial  statements  of  Solite  Corporation  and
                        Subsidiaries included under the caption "Solite Financial
                        Statements" on pages F-1 through F-41 of the Registration
                        Statement of Giant Cement Holding, Inc. on Post-Effective
                        Amendment No. 1 to Form S-4 ( Registration No. 333-36783)
                        filed with the  Securities  and Exchange  Commission   on
                        April 1, 1998 are hereby incorporated by reference.
  
              (b)   Pro Forma  Financial  Information.  The  following  pro forma
  financial  statements of Solite are filed as part of this report:
  
                     (i)The Unaudited Pro  Forma  Combined   Condensed  Financial
                        Statements  included  under  the  caption  "Unaudited Pro
                        Forma Combined  Condensed  Financial Statements" on pages
                        56 through 59  of  the  Registration  Statement of  Giant
                        Cement Holding,  Inc. on Post-Effective  Amendment  No. 1
                        to Form S-4  (Registration  No.  333-36783)  filed   with
                        the  Securities and  Exchange Commission on April 1, 1998
                        are hereby incorporated by reference.
  
             (c)    Exhibits:
  
                     2.1Agreement  and Plan of Merger,  dated  September 10, 1997,
                        as  amended,   among  Giant  Cement  Holding,  Inc.,  GCHI
                        Acquisition Corporation and Solite Corporation included as
                        Annex IV to the Prospectus  Statement/Prospectus  filed as
                        part  of  the  Registration   Statement  of  Giant  Cement
                        Holding,  Inc. on  Post-Effective  Amendment No. 1 to Form
                        S-4 (Registration No. 333-36783) filed with the Securities
                        and  Exchange  Commission  on  April  1,  1998  is  hereby
                        incorporated by reference.
  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.
  
                              GIANT CEMENT HOLDING INC.
  
                              By:   /s/ Terry L. Kinder
                                   Terry L. Kinder
                                   Vice President and Chief Financial Officer
  
  Date:  May 14, 1998