SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Giant Industries, Inc.
(Name of Registrant as Specified In Its Charter)
Giant Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
....................................................................
2) Aggregate number of securities to which transaction applies:
....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
....................................................................
4) Proposed maximum aggregate value of transaction:
....................................................................
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
....................................................................
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....................................................................
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4) Date Filed:
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<PAGE>
LOGO
GIANT INDUSTRIES, INC.
23733 NORTH SCOTTSDALE ROAD
SCOTTSDALE, ARIZONA 85255
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Giant Industries, Inc.:
The Annual Meeting of Stockholders of Giant Industries, Inc. (the
"Company"), will be held at the Radisson Resort Scottsdale, 7171 North
Scottsdale Road, Scottsdale, Arizona 85253, on Thursday, May 12, 1994,
at 10:00 a.m., for the following purposes:
1. To elect two directors to Class II of the Board of Directors
in accordance with Article FIFTH of the Restated Certificate of
Incorporation;
2. To consider and act upon a proposal to ratify the appointment
by the Board of Directors of Deloitte & Touche as independent auditors
for the Company and its subsidiaries for the year ending December 31,
1994; and
3. To transact such other business as may properly be brought
before the meeting or any postponement or adjournment thereof.
Only holders of record of the Company's common stock at the close
of business on March 22, 1994, will be entitled to notice of, and to
vote at, such meeting. A list of stockholders entitled to vote at the
meeting will be open for inspection at the Company's corporate
headquarters for any purpose germane to the meeting during ordinary
business hours for ten days prior to the date of the meeting.
Your attention is directed to the accompanying Proxy Statement.
It is important that your shares be represented and voted whether or not
you expect to attend the meeting in person. Therefore, please date,
sign and complete the enclosed proxy and return it without delay in the
enclosed envelope, which requires no postage stamp if mailed in the
United States.
By Order of the Board of Directors
/s/ James E. Acridge
----------------------------------
James E. Acridge
Chairman of the Board of Directors
Scottsdale, Arizona
March 30, 1994
<PAGE>
GIANT INDUSTRIES, INC.
23733 NORTH SCOTTSDALE ROAD
SCOTTSDALE, ARIZONA 85255
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Giant Industries, Inc., a
Delaware corporation (the "Company"), of proxies for use at the Annual
Meeting of Stockholders to be held on May 12, 1994, at 10:00 a.m., or at
any postponement or adjournment thereof. The Annual Meeting will be held
at the Radisson Resort Scottsdale, 7171 North Scottsdale Road,
Scottsdale, Arizona 85253.
This Proxy Statement and the accompanying form of proxy are being
first mailed to stockholders on or about March 30, 1994. The stockholder
giving the proxy may revoke it at any time before it is exercised at the
meeting by: (a) delivering to the Secretary of the Company a written
instrument of revocation bearing a date later than the date of the
proxy; or (b) duly executing and delivering to the Secretary a
subsequent proxy relating to the same shares; or (c) attending the
meeting and voting in person (attendance at the meeting will not in and
of itself constitute revocation of a proxy). Any proxy which is not
revoked will be voted at the Annual Meeting in accordance with the
stockholder's instructions. If you return a properly signed and dated
proxy card but do not mark any choices on one or more items, your shares
will be voted in accordance with the recommendations of the Board of
Directors as to such items. The proxy card gives authority to the
proxies to vote your shares in their discretion on any other matter
properly presented at the Annual Meeting.
Proxies will be solicited from the Company's stockholders by mail.
The Company will pay all expenses in connection with the solicitation,
including postage, printing and handling, and the expenses incurred by
brokers, custodians, nominees and fiduciaries in forwarding proxy
material to beneficial owners. It is possible that directors, officers
and regular employees of the Company may make further solicitation
personally or by telephone, telegraph or mail.
Only holders (the "Stockholders") of the Company's common stock,
par value $0.01 per share (the "Company Common Stock"), at the close of
business on March 22, 1994 (the "Record Date"), are entitled to notice
of, and to vote at, the Annual Meeting and any postponement or
adjournment thereof. On the Record Date there were 12,192,770 shares of
Company Common Stock outstanding. Each share of Company Common Stock is
entitled to one vote on each matter to be considered at the Annual
Meeting. An affirmative vote of a majority of the shares of Company
Common Stock represented and entitled to vote at the Annual Meeting is
required for approval of all items being submitted to the Stockholders
for their consideration. With regard to the election of directors,
votes may be cast in favor of or withheld from each nominee. Votes that
are withheld will have the effect of a negative vote. Abstentions may
be specified on all proposals except the election of directors.
Abstentions are included in the determination of the number of shares
represented for a quorum. Abstentions will have the effect of a
negative vote on a proposal. Broker non-votes are not counted for
purposes of determining whether a quorum is present or whether a
proposal has been approved. Proxies will be tabulated by the Company's
transfer agent. The Company shall, in advance of the Annual Meeting,
appoint one or more Inspectors of Election to count all votes and
ballots at the Annual Meeting and make a written report thereof.
The Annual Report of the Company for the year ended December 31,
1993, is being mailed to Stockholders with this Proxy Statement.
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors of the Company consists of six directors.
In accordance with the terms of the Company's Restated Certificate of
Incorporation, the directors are divided into three classes. There are
currently three Class III directors, two Class II directors and one
Class I director. The terms of office of the Class II directors expire
at the 1994 Annual Meeting of Stockholders.
The Board of Directors proposes that Mr. Fredric L. Holliger and
Mr. Harry S. Howard, Jr., be elected to serve as the Class II directors
for a term of three years until the Annual Meeting of Stockholders in
1997 and until their successors are elected and qualified. Each of
these nominees is currently serving as a Class II director, and a brief
description of the business experience of each nominee for the last five
years is set forth below. UNLESS OTHERWISE INSTRUCTED, THE PERSONS
NAMED IN THE ACCOMPANYING PROXY WILL VOTE FOR THE ELECTION OF SUCH
NOMINEES. Both of the nominees have consented to being named herein and
have indicated their intention to serve if elected. If for any reason
any nominee should become unable to serve as a director, the
accompanying proxy may be voted for the election of a substitute nominee
designated by the Board of Directors.
NOMINEE AGE, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ------- -------------------------------------------------
Fredric L. Holliger Fredric L. Holliger, age 46, has served as a
director, Executive Vice President and Chief
Operating Officer of the Company since October
1989. Mr. Holliger joined Giant Industries
Arizona, Inc. ("Giant") as Senior Vice President
and President of the Giant refining division in
February 1989 and continues to serve as a
director, Executive Vice President and Chief
Operating Officer of Giant. Since May 1993, he
has also served as a director and President and
Chief Executive Officer of Giant Exploration &
Production Company ("Giant E&P"). Giant and Giant
E&P are the Company's principal wholly-owned
subsidiaries. Before joining Giant, he served for
two years as President of Northern Natural Gas
Company, a division of Enron Corp., Omaha,
Nebraska ("Northern Natural") and prior thereto
was employed by Northern Natural for 14 years,
serving in a variety of marketing, supply,
operations and petroleum engineering capacities.
Harry S. Howard, Jr. Harry S. Howard, Jr., age 76, has served as a
director of the Company since January 1992. He
also serves as Chairman of the Audit Committee and
as a member of the Compensation Committee. He is
the retired President and Chief Operating Officer
of American Can Company (now known as Primerica
Corp.).
OTHER DIRECTORS AND EXECUTIVE OFFICERS
The remaining directors and the executive officers of the Company,
as of January 1, 1994, are listed below:
NAME AGE POSITION CLASS(1)
- ---- --- ------------------------------------- --------
James E. Acridge 53 Chairman of the Board, III
President and Chief Executive Officer 1995
F. Michael Geddes 54 Director I
1996
George C. Hixon 56 Director III
1995
Richard T. Kalen, Jr. 51 Director III
1995
James W. Griffitts 48 Vice President Accounting and
Information Services
Morgan Gust 46 Vice President and General Counsel,
Vice President Administration, and Secretary
Gary L. Nielsen 51 Vice President Finance, Treasurer
and Assistant Secretary
_______________
(1) Each director's term of office expires in the year set forth
opposite his name above. Directors elected at the Annual Meeting of
Stockholders shall be elected for a term of three years and will
hold office until their successors have been elected and qualified.
Each officer serves until his successor is chosen and qualified or
until his earlier resignation or removal.
James E. Acridge has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since October 1989.
Mr. Acridge also serves as Chairman of the Nominating Committee. Mr.
Acridge is Chairman of the Board of Directors of Giant and Giant E&P.
Mr. Acridge founded Giant in 1968 and has served continuously as its
President and Chief Executive Officer.
F. Michael Geddes has served as a director of the Company since
September 1991 and is a member of the Audit Committee. He has been the
Chairman and President of Geddes and Company, a private investment and
consulting firm, since October 1978. He also serves as Chairman and
Chief Executive Officer of both Coe & Van Loo Consultants, Inc., an
engineering and land planning firm, and GS&B Holding, Inc., a holding
company with ownership interests in a commodity futures brokerage firm.
In addition, Mr. Geddes is Chairman and Chief Executive Officer of Eagle
Western Properties Company, a firm involved in real estate management,
development and brokerage.
George C. Hixon has served as a director of the Company since
December 1989. Mr. Hixon also serves as a member of the Compensation
and Nominating Committees. Mr. Hixon was a member of the Board of
Directors of Giant E&P from 1988 to August 1990. He has served as Vice
President of Hixon Properties Incorporated since 1981 and as a director
since May 1993.
Richard T. Kalen, Jr. has served as a director of the Company
since December 1989. Mr. Kalen also serves as Chairman of the
Compensation Committee and as a member of the Audit and Nominating
Committees. He has been the President and owner of Kalen & Associates,
an executive search and consulting firm, since April 1988. Before
forming his own firm, Mr. Kalen served from 1983 to 1986 as a Managing
Director - Energy Practice of Spencer Stuart Associates, a multinational
executive search firm, and from 1986 to 1988 as an Executive Vice
President of Youngs & Company, an executive search firm.
James W. Griffitts has served as Vice President Accounting and
Information Services since December 1991. He also serves in such
positions for Giant and Giant E&P. He served as Vice President,
Information Systems for the Company from September 1990 until December
1991. Prior to September 1990, he served first Giant and then the
Company as Director of Information Systems. Mr. Griffitts joined Giant
in January 1977 and since that date has served in a variety of positions
in the areas of personnel, accounting and systems.
Morgan Gust has served as Secretary and General Counsel of the
Company since August 1990 and as Vice President since September 1990. In
addition, he has served as Vice President Administration since October
1992. He also serves in such capacities and as a director of Giant and
Giant E&P. Before joining the Company, Mr. Gust was President of Tucson
Resources, Inc., an investment and financial services company, where he
served first in the capacity of Vice President and General Counsel and
later as Executive Vice President. From September 1975 to July 1988,
Mr. Gust was a partner in the law firm of Gust, Rosenfeld and Henderson.
Gary L. Nielsen has served as Treasurer and Assistant Secretary of
the Company since October 1989, Vice President since September 1990, and
Vice President Finance since September 1992. He also serves in such
capacities for both Giant and Giant E&P. Mr. Nielsen joined Giant as
its Treasurer in October 1986. Before joining Giant, he was Senior Vice
President and Chief Financial Officer of the casino hotel division of
Del Webb Corporation from April 1978 to March 1986, and Chief Financial
Officer of the Crescent Hotel Group from March 1986 to October 1986.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held six meetings during 1993. The Board
has established an Audit Committee, a Compensation Committee and a
Nominating Committee.
The Audit Committee of the Board of Directors is comprised of
Messrs. Howard (Chairman), Geddes and Kalen. The Audit Committee, among
other functions: (i) reviews and recommends the engagement each year of
the Company's independent auditors; (ii) consults with independent
auditors on the adequacy of the Company's internal controls; (iii)
reviews with the independent auditors the auditors' reports on the
Company's financial statements and submits such reports to the Board of
Directors with the Committee's recommendations and comments; and (iv)
takes such other steps as the Committee deems necessary to carry out the
normal functions of an audit committee. The Audit Committee held four
meetings during 1993.
The Compensation Committee of the Board of Directors is comprised
of Messrs. Kalen (Chairman), Hixon and Howard. The Compensation
Committee determines the compensation of the Chief Executive Officer and
Chief Operating Officer. It reviews, modifies if necessary and approves
recommendations by the Chief Executive Officer as to the compensation of
other officers and key personnel. It also establishes the Company's
Management Incentive Plan each year. Further, the Committee oversees
the administration of the Company's 1989 Stock Incentive Plan, as
amended (the "Stock Incentive Plan"). The Compensation Committee held
three meetings during 1993.
The Nominating Committee of the Board of Directors, comprised of
Messrs. Acridge (Chairman), Kalen and Hixon, studies and makes
recommendations concerning the composition of the Board of Directors and
the committees thereof, reviews the qualifications of potential
candidates for director of the Company and recommends to the Board
nominees for election as directors. The Nominating Committee will also
consider as nominees for director persons recommended by the
stockholders. Such recommendations should be sent to the Secretary of
the Company not later than 120 days preceding the next Annual Meeting of
Stockholders at which directors are to be elected and should include the
address of the person and a brief description of his or her
qualifications. The Nominating Committee held one meeting during 1993.
During 1993, all incumbent directors attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of Directors
(held during the period for which each such person was a director) and
(ii) the total number of meetings held by all committees on which such
director served (during the periods that such director so served).
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are entitled to a
salary for services rendered as a board member calculated as follows:
(i) $1,000 per month for each calendar month or portion thereof during
which such person shall be a director, plus (ii) $1,000 for each meeting
of the Board of Directors attended by such director. No additional
compensation is paid for attendance at meetings of the Committees of the
Board of Directors. In addition, all directors are reimbursed for
reasonable out-of-pocket expenses incurred in connection with attendance
at Board of Directors and Committee meetings.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the Chief
Executive Officer and the next four most highly compensated executive
officers for services rendered to the Company and its subsidiaries
during the periods indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------------------------- -------
OTHER(2) RESTRICTED(3) SECURITIES ALL(4)
ANNUAL STOCK UNDERLYING LTIP OTHER
NAME AND SALARY BONUS(1) COMPEN- AWARDS OPTIONS/ PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR ($) ($) SATION ($) ($) SARS (#) ($) SATION ($)
- ----------------------------- ---- --------- -------- ---------- ------------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James E. Acridge 1993 $514,500 $498,784 -- -0- 15,000 -0- $4,694
Chairman of the Board, 1992 430,399 -0- -- -0- -0- -0- 4,774
President and Chief Executive 1991 480,200 -0- * -0- 16,000 -0- *
Officer
Fredric L. Holliger 1993 259,996 210,000 -- -0- 12,000 -0- 5,233
Director, Executive Vice 1992 252,000 1,000 -- -0- -0- -0- 5,031
President and Chief 1991 249,738 -0- * -0- 10,000 -0- *
Operating Officer
Morgan Gust 1993 151,700 139,788 -- -0- 10,000 -0- 5,233
Vice President and General 1992 129,808 1,000 -- -0- 10,000 -0- 4,614
Counsel, Vice President 1991 131,539 -0- * -0- -0- -0- *
Administration and Secretary
Gary L. Nielsen 1993 125,350 88,776 -- -0- 6,000 -0- 4,842
Vice President Finance, 1992 111,228 1,000 -- -0- 6,500 -0- 3,873
Treasurer and Assistant 1991 112,103 -0- * -0- -0- -0- *
Secretary
James W. Griffitts 1993 107,840 80,328 -- -0- 6,000 -0- 4,042
Vice President Accounting 1992 89,992 829 -- -0- 5,000 -0- 3,046
and Information Services 1991 90,691 -0- * -0- -0- -0- *
</TABLE>
_______________
*No disclosure is made pursuant to the transition rules governing Item
402 of Regulation S-K.
(1) The amount disclosed in this column is the sum of (i) cash bonuses
granted under the Company's 1993 Management Incentive Plan; (ii)
amounts paid in 1993 because of the Company's election to
reimburse participants in the Company's voluntary salary reduction
program (which ended in September 1992) the amount of salary which
they had voluntarily foregone due to poor operating conditions;
and (iii) in all cases other than Mr. Acridge, an additional
amount equal to 25% of the salary which participants had foregone
under the voluntary salary reduction program.
(2) Excluded from this column are perquisites and other personal
benefits (including any car allowances and any amounts paid for
group medical insurance premiums in excess of amounts paid
generally for all salaried employees) which in no case were in
aggregate in an amount in excess of the lesser of either $50,000
or 10% of the total annual salary and bonus of any named executive
officer.
(3) The unvested aggregate amount and value of restricted stock held
by the named executive officers as of December 31, 1993 is as
follows: Mr. Acridge 71,116 shares, $728,939 value; Mr. Holliger
8,708 shares, $89,257 value; Mr. Nielsen 2,175 shares, $22,294
value; Mr. Griffitts 2,175 shares, $22,294 value. This restricted
stock is the unvested portion of the following restricted stock
grants:
NUMBER
DATE OF OF SHARES
NAME GRANT AWARDED VESTING SCHEDULE
---------------- -------- --------- ---------------------------
James E. Acridge 12/30/88 111,759 1/7th per year through 1995
09/15/89 90,713 approximately 1/7th per
year through 1996
Fredric L. Holliger 09/15/89 18,142 approximately 12% per year
through 1992 and 16% per
year through 1996
Gary L. Nielsen 12/30/88 5,805 approximately 12.5% per
year through 1994 and 25%
in 1995
James W. Griffitts 12/30/88 5,805 approximately 12.5% per
year through 1994 and 25%
in 1995
Continued service with the Company or a subsidiary is a condition
to each annual vesting. Restricted stock grants made prior to
1990 were made by Giant and were converted to Company Common Stock
when the Company was incorporated and became a reporting company
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The value of unvested restricted stock as set
forth above was determined by using the closing market price per
share for Company Common Stock on December 31, 1993 as reported by
the New York Stock Exchange. The Stock Incentive Plan provides
that in the event of a "Change of Control," unless otherwise
determined by the Compensation Committee prior to the "Change of
Control," all restricted stock becomes fully vested. These
officers will receive non-preferential dividends on the shares, if
and when the shares vest.
(4) The amounts disclosed in this column represent 401(k) Company
matching contributions for 1993 of $350 for each of the named
executive officers, other than Mr. Acridge, and the balance is the
value of Company contributions allocated to each of the Employee
Stock Ownership Plan accounts of the named executive officers or, in
the case of Mr. Acridge, to a substitute non-qualified deferred
compensation plan.
The following table provides information on options granted in
1993 to the named executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------- POTENTIAL REALIZABLE
NUMBER OF PERCENT VALUE AT ASSUMED
SECURITIES OF TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS/SARS STOCK PRICE
OPTIONS/ GRANTED TO EXERCISE OR APPRECIATION FOR
SARS(1) EMPLOYEES IN BASE PRICE EXPIRATION OPTION TERM
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ------------------- ----------- ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
James E. Acridge 15,000 13.2% $7.75 04/05/03 $73,109 $185,273
Fredric L. Holliger 12,000 10.6% 7.75 04/05/03 58,487 148,218
Morgan Gust 10,000 8.8% 7.75 04/05/03 48,739 123,515
Gary L. Nielsen 6,000 5.3% 7.75 04/05/03 29,244 74,109
James W. Griffitts 6,000 5.3% 7.75 04/05/03 29,244 74,109
</TABLE>
_______________
(1) These options vest and become exercisable 33 1/3% a year over a
three-year period. In the event of a "Change of Control" as defined
by the Stock Incentive Plan, all options vest and become fully
exercisable and are cashed out at the "Change of Control Price."
The following table provides information on Option/SAR exercises
during 1993 by the named executive officers and the value of such
officers' unexercised Options/SARs at December 31, 1993.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ IN-THE-MONEY
SARS AT FISCAL OPTIONS/SARS AT
YEAR-END (#) FISCAL YEAR-END($)
SHARES --------------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(2)
- ------------------- --------------- ------------ --------------------- --------------------
<S> <C> <C> <C> <C>
James E. Acridge -0- -0- 58,236 / 63,478 $66,868 / $87,653
Fredric L. Holliger -0- -0- 14,367 / 25,776 13,373 / 40,031
Morgan Gust -0- -0- 5,000 / 20,000 10,000 / 65,000
Gary L. Nielsen -0- -0- 1,300 / 11,200 6,500 / 41,000
James W. Griffitts -0- -0- 1,000 / 10,000 5,000 / 35,000
</TABLE>
_______________
(1) No stock options were exercised in 1993 by the named executive
officers.
(2) Calculated based upon the difference between the closing market
price per share for Company Common Stock on December 31, 1993 as
reported by the New York Stock Exchange and the exercise price.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Mr.
Acridge and Mr. Holliger effective December 21, 1989, and Mr. Gust
effective August 1, 1990. The agreements currently provide for base
salary at an annual rate as follows: Mr. Acridge - $514,500; Mr.
Holliger - $264,600; and Mr. Gust - $154,350. The amounts are subject
to change during the respective terms of such agreements as the Board of
Directors deems appropriate consistent with the normal historical
business practices of the Company and the salary adjustments of other
executive officers. Mr. Acridge's and Mr. Holliger's agreements expire
on April 30, 1995, and Mr. Gust's expires on July 31, 1995, each
agreement subject to an automatic two-year extension unless, not later
than one year prior to the expiration date, the Company or the executive
officer gives notice not to extend the agreement. In addition, in the
event of a change in control of the Company (as defined in the
agreements), the expiration date of each agreement is automatically
extended to a date no earlier than three years following the date of
such change in control. Each agreement provides that the executive is
entitled to participate in any stock option, stock purchase, annual
bonus, pension, profit sharing, life insurance and medical benefit plans
and such other fringe benefits that may be applicable to the Company's
senior executive employees.
If the executive's employment is terminated by reason of his
death, by the Company for cause (as defined in the agreement) or
disability (as defined in the agreement), or by the executive for any
reason (other than for good reason as defined in the agreement following
the occurrence of a change in control of the Company), the executive is
entitled to his compensation through the date of his termination.
If, absent a change in control of the Company, the executive's
employment is terminated by the Company other than for cause or
disability, the executive will continue to receive, at the time such
payments would be payable, his full base salary and bonus payments that
would otherwise have been payable to him through the term of the
agreement, as if he had not been terminated.
If, following a change in control of the Company, the executive's
employment is terminated by the Company other than for cause or
disability, or by the executive for good reason, the executive will
receive a lump sum payment of the salary and bonus payments that would
have been payable through the term of the agreement, as if he had not
been terminated. For Federal income tax purposes, Section 280G of the
Internal Revenue Code of 1986, as amended, may limit the deductibility
by the Company of any such lump sum payment.
For purposes of the preceding two paragraphs, the executive's
salary following his termination through the remaining term of the
agreement will be considered to be equal to his salary on his date of
termination; and his bonus through such term shall be considered to be
equal to the average of the annual bonuses paid to the executive in the
last three fiscal years.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors makes this
report on executive compensation pursuant to Item 402 of Regulation S-K.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended,
or the Exchange Act that might incorporate future filings, including
this Proxy Statement, in whole or in part, this report and the total
return graph which follows this report shall not be incorporated by
reference into any such filings, and such information shall be entitled
to the benefits provided in Item 402(a)(9).
The duties of the Compensation Committee include (i) establishing
the appropriate level of compensation for the Chief Executive Officer
and the Chief Operating Officer, (ii) reviewing, modifying if necessary,
and approving the Chief Executive Officer's recommendations for
compensation of other officers and certain key personnel, (iii)
formulating and adopting annual incentive plans for management, and (iv)
administration of the Company's 1989 Stock Incentive Plan, which Plan
was adopted by the Board of Directors and approved by the stockholders
in 1989. The 1993 Management Incentive Plan sets forth criteria for
cash bonuses for key personnel who, by the nature and scope of their
positions, significantly impact the overall results and success of the
Company. The Stock Incentive Plan states that its purpose is to enable
the Company and its subsidiaries to obtain and retain competent
personnel who will contribute to the Company's success by their ability,
ingenuity and industry and to provide incentives to the participating
officers and other key employees that are linked directly to increases
in stockholder value.
The major elements considered by the Committee in establishing
executive compensation are the following:
(1) The level of compensation paid executive officers in similar
positions by other companies. To ensure that pay is competitive,
the Committee, from time to time, compares the Company's total
compensation and benefits packages with those of other companies
in the same or similar industries or with other similar attributes
such as size or capitalization. Some, but not all, of these
companies are included in the S&P Industrials Index and the S&P
Energy Composite Index which are used for comparative purposes in
the total return graph which follows this report. Many of the
companies used in such indexes are engaged in different businesses
than those engaged in by the Company and almost all are larger.
The Committee recognizes that the Company's asset and business mix
is rather unique given the Company's relatively small size, making
direct comparisons of compensation difficult. The Committee also
recognizes, however, that total compensation for similar positions
must be competitive to attract and retain competent employees.
(2) The individual performance of each executive officer. Individual
performance includes any specific accomplishments of such
executive officer, demonstration of job knowledge and skills,
teamwork and demonstration of the Company's six core values as set
forth in the Company's Strategic Plan.
(3) The responsibility and authority of each position relative to
other positions within the Company.
(4) Corporate performance and business unit performance. Corporate
performance and business unit performance are evaluated both
subjectively and objectively. Subjectively, the Compensation
Committee discusses and makes its own determination of how the
Company and each business unit performed relative to the
opportunities and difficulties encountered during the year and
relative to the performance of competitors and business
conditions. Objectively, corporate performance and business unit
performance are measured respectively by pretax profit and by
financial results compared to budgeted results for purposes of
cash bonuses under the 1993 Management Incentive Plan as is
described below.
(5) Incentives for executive officers to make decisions and take
actions which will increase the market value of Company Common Stock
over the long term and which encourage such officers to remain with
the Company as long term employees.
In the case of base salary and awards granted under the 1989 Stock
Incentive Plan, the application and weight given each of these factors
is not done mechanically or quantitatively but rather the Committee uses
its discretion, best judgment and the experience of its members to
examine the totality of all of the relevant factors. In exercising this
discretion, the Committee believes that it tends to give greater weight
to factors (1), (2), and (3) above in fixing base salary and any
merit/cost of living increase and to factor (5) in making awards under
the 1989 Stock Incentive Plan. In applying factor (1), the Committee
believes it sets total compensation approximately in the mid-range of
amounts paid to equally competent employees in similar positions at
other companies, partially as a result of the fact that the Company does
not have a defined benefit or actuarial pension plan while contributions
by companies with such plans tend to be quite significant, and partially
as a result of the Company historically granting fewer stock options
than appears to be the practice at other companies.
In the case of cash bonuses, the 1993 Management Incentive Plan
ties the amount of such bonuses directly to corporate performance,
business unit performance and individual performance as follows:
a. Corporate Performance. Pretax LIFO earnings for the Company
(increased or decreased to eliminate unusual nonrecurring
items such as ceiling test adjustments and calculated prior
to accruals for payment of incentive bonuses) must achieve a
certain predetermined threshold before any bonus is paid.
Above the threshold, the percentage of a participant's base
salary which may be paid in a bonus increases as such
earnings increase.
b. Business Unit Performance. The Company's business units are
Refining and Marketing, Retail, Exploration and Production,
and Corporate. For a participant assigned to a business unit
to receive a bonus, the participant's business unit must meet
at least 90% of its 1993 budget projections, unless certain
exceptions set forth in the Plan apply.
c. Individual performance. To be eligible to participate, a
participant's performance must be evaluated to be at a level
that at least "meets job requirements." Performing at a
level "above job requirements" or "well above job
requirements" allows the participant to be considered for a
larger bonus. In addition, such participant must be employed
by the Company on the date that the bonus is paid, which
shall be no later than March 15, 1994.
If each one of these three criteria is met, a participant is
eligible to receive a bonus in an amount equal to a percentage of the
participant's base salary as determined by a matrix set forth in the
Plan. Based on 1993 pretax LIFO earnings adjusted as described above
and assuming satisfaction of the business unit performance criteria, a
participant, including the Chief Executive Officer, would receive a
bonus ranging from 20% to 90% of base salary depending on the level of
individual performance. In setting the percentage range of base salary
which can be paid as bonus, the Committee acted in its discretion
utilizing its best judgment and the experience of its members to weigh
total compensation and bonuses paid in the market place by other
companies, the relative difficulty and likelihood of achieving various
levels of pretax LIFO earnings, the Company's size and the volatility
and competitiveness of its business, the lack of cash bonuses during
1991 and 1992, and the likelihood of the Company's return to
profitability after two years of losses. This Plan as adopted by the
Compensation Committee is administered as to all personnel in pay grades
24 and above other than the Chief Executive Officer and Chief Operating
Officer by an Administrative Committee consisting of the Chief Executive
Officer, Chief Operating Officer, Vice President Administration and
General Counsel, and Director of Personnel. As to the Chief Executive
Officer and Chief Operating Officer, the amount of cash bonus to be paid
pursuant to the Plan is administered by the Compensation Committee.
The Compensation Committee and the Board of Directors reserves the
right, in their sole discretion, to amend, modify or eliminate the
Management Incentive Plan or its application or administration, in whole
or in part, in future years. If the Compensation Committee determines
to continue the 1993 Management Incentive Plan to future years, the
matrix and other elements of the Plan will be adjusted to reflect the
amount of pretax earnings to be required before the Plan becomes
effective, the range of bonuses which may be paid as a percentage of
base salary at various levels of pretax earnings, and other such
matters.
During 1993, Congress passed the Revenue Reconciliation Act of
1993 which included a provision limiting tax deductions for certain
executive compensation in excess of $1,000,000 for each executive. The
Committee understands that this limitation generally applies to all
compensation otherwise deductible for tax years beginning after December
31, 1993. However, qualified performance based compensation, payments
made to tax qualified retirement plans and the payment of excludable
fringe benefits are not included in the deduction limit. In addition,
compensation otherwise subject to the limit paid pursuant to a binding
written contract in effect on February 17, 1993 and at all times
thereafter is not subject to the deduction limit. The Compensation
Committee is analyzing the impact of this change in the tax law on the
compensation policies of the Company and actions which the Committee may
choose to take in relation thereto.
The foregoing compensation policies were applied to the Chief
Executive Officer's compensation for services rendered in 1993. The
Chief Executive Officer's base salary for 1993 was the amount of base
compensation established pursuant to his Employment Agreement of
December 21, 1989. No additional merit increase, cost of living
increase or other increase in base salary was granted to the Chief
Executive Officer during 1993. A four to five percent merit/cost of
living increase was generally granted to other officers and key
personnel in 1993. A similar increase would have been granted to the
Chief Executive Officer, pursuant to the criteria set forth above, but
for the fact that he chose to forego this increase.
Certain executive officers, including the Chief Executive Officer,
chose to participate in the Company's voluntary salary reduction program
ending in September 1992 pursuant to which a participating executive
voluntarily agreed to a reduction in base salary for a period of time in
order to assist the Company in reducing costs until the return of more
normal operating conditions. Upon the return of normal operating
conditions, in appreciation for the voluntary support, confidence and
assistance of such personnel, the Company chose to reimburse
participants the amount of salary which they had foregone, and in
addition the Company chose to pay participants an additional amount
equal to 25% of the salary which they had foregone. The Chief Executive
Officer, however, chose not to receive the additional 25% payment.
During 1993, the Chief Executive Officer was reimbursed a total of
$113,784 for base salary that he had foregone.
The Chief Executive Officer received a cash bonus of $385,000 for
services rendered in 1993. The bonus was paid pursuant to the
application of the provisions of the 1993 Management Incentive Plan
described above. For purposes of the bonus, the Committee concluded
that the Chief Executive Officer performed at a level "well above job
requirements." The level of performance was determined by the
Compensation Committee utilizing its best judgment and based on its
first-hand observations and the accomplishments of the Company including
the acquisition of nine service stations and certain wholesale accounts
including units located on the Navajo Indian Reservation, the successful
completion of the public offering of $100,000,000 of the Company's
Senior Subordinated Notes, and those listed below.
The Chief Executive Officer also received a grant of options
during 1993 to acquire 15,000 shares of Company Common Stock pursuant to
the Stock Incentive Plan. One-third of these options vest and become
exercisable each year commencing April 6, 1994 at an exercise price of
$7.75 per share, which was the fair market value of the Company Common
Stock on the date of the grant. In making this grant, the Committee
weighed the totality of all of the relevant factors including the fact
that no cash bonuses were paid to the Chief Executive Officer for
services rendered during 1991 and 1992 due to extremely difficult
business conditions, the formulation and implementation of the Company's
Strategic Plan which should result in increasing stockholder values over
the next several years, the long term impact of Company-wide cost
savings and other efficiencies instituted by the Chief Executive Officer
in reaction to difficult operating conditions, and the Company's
improved profitability. In fixing the amount of these options, the
Committee considered the options and restricted stock previously granted
to the Chief Executive Officer and the large amount of Company Common
Stock already owned by the Chief Executive Officer and decided that this
option grant furthered the purposes of the Stock Incentive Plan.
Chief Executive Officer Compensation Committee:
James E. Acridge Richard T. Kalen, Jr.
George C. Hixon
Harry S. Howard, Jr.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P INDUSTRIALS INDEX,
AND S&P ENERGY COMPOSITE INDEX*
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Giant Industries, Inc. 100 49.80 35.59 39.24 74.84
S&P Industrials 100 99.11 129.59 136.98 149.35
S&P Energy Composite 100 103.15 110.92 113.18 130.98
</TABLE>
*The Company Common Stock has been registered under Section 12 of
the Exchange Act since December 1989. The S&P Industrials Index was
formerly known as the S&P 400 Index.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the
beneficial ownership of Company Common Stock as of March 1, 1994 (unless
otherwise noted) by: (i) each Stockholder who is known by the Company to
own beneficially in excess of 5% of the outstanding Company Common
Stock; (ii) each director of the Company and each executive officer
named in the Summary Compensation Table; and (iii) all executive
officers and directors of the Company as a group. Except as otherwise
indicated, to the knowledge of the Company, all persons listed below
have sole voting and investment power with respect to their shares of
Company Common Stock, except to the extent that authority is shared by
spouses under applicable law. The Company Common Stock constitutes the
only outstanding class of equity securities of the Company. As of March
1, 1994, there were 337 record holders of Company Common Stock.
NAME AND ADDRESS AMOUNT OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------------------------- -------------------- --------
<S> <C> <C>
James E. Acridge (1)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 3,279,574 26.75%
F. Michael Geddes
2930 East Camelback Road, Suite 110
Phoenix, Arizona 85016 3,200 *
George C. Hixon (2)
112 E. Pecan Street, Suite 2625
San Antonio, Texas 78205 297,687 2.44%
Fredric L. Holliger (3)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 48,585 *
Harry S. Howard, Jr. (4)
Box 1064
Carefree, Arizona 85377 1,500 *
Richard T. Kalen, Jr.
6162 East Mockingbird Lane, Suite 213
Dallas, Texas 75214 400 *
James W. Griffitts (5)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 32,401 *
Morgan Gust (6)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 12,332 *
Gary L. Nielsen (7)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 18,893 *
Bank of America NT&SA (8)
as Trustee of Giant Industries, Inc.
Employee Stock Ownership Plan
Metro Center
555 Anton Blvd., Suite 350
Costa Mesa, California 92626 1,599,204 13.12%
FMR Corp. (9)
82 Devonshire Street
Boston, Massachusetts 02109 1,341,000 11.00%
Executive officers and directors
as a group (9 persons)
(1)(2)(3)(4)(5)(6)(7)(8) 3,694,572 30.04%
</TABLE>
_______________
*Less than 1%
(1) Includes 71,116 shares of restricted stock over which Mr. Acridge
has sole voting power but which are subject to certain investment
restrictions. Includes 163,246 shares of Company Common Stock held
by the ESOP and allocated to Mr. Acridge as of December 31, 1992,
the most recent date for which information as to individual
allocations is available. Includes 66,436 shares subject to
presently exercisable options and options exercisable within 60
days of March 1, 1994. Mr. Acridge has pledged 2,574,052 shares of
Company Common Stock to various financial institutions as security
for loans the proceeds of which were used for general purposes and
not to finance the acquisition of Company Common Stock. Mr.
Acridge retains the right to direct the voting and disposition of
such shares and the right to receive all dividends, subject to
standard default provisions.
(2) Includes 1,761 shares held by the Frederick C. Hixon Trust, as to
which Mr. George C. Hixon, as one of the trustees of such trust,
shares voting and investment power. Mr. Hixon disclaims beneficial
ownership of all such shares. Includes 244 shares owned by Mr.
Hixon's wife as to which Mr. Hixon disclaims beneficial ownership.
(3) Includes 8,708 shares of restricted stock over which Mr. Holliger
has sole voting power but which are subject to certain investment
restrictions. Includes 4,076 shares of Company Common Stock held
by the ESOP and allocated to Mr. Holliger as of December 31, 1992,
the most recent date for which information as to individual
allocations is available. Includes 20,367 shares subject to
presently exercisable options and options exercisable within 60
days of March 1, 1994. Includes 3,000 shares of Company Common
Stock owned by Mr. Holliger's three minor children as to which Mr.
Holliger disclaims beneficial ownership.
(4) Shares are held in a living trust where Mr. Howard and his spouse
are settlors, co-trustees and beneficiaries.
(5) Includes 2,175 shares of restricted stock over which Mr. Griffitts
has sole voting power but which are subject to certain investment
restrictions. Includes 24,774 shares of Company Common Stock held
by the ESOP and allocated to Mr. Griffitts as of December 31,
1992, the most recent date for which information as to individual
allocations is available. Includes 4,000 shares subject to
presently exercisable options and options exercisable within 60
days of March 1, 1994.
(6) Includes 1,499 shares of Company Common Stock held by the ESOP and
allocated to Mr. Gust as of December 31, 1992, the most recent
date for which information as to individual allocations is
available. Includes 10,333 shares subject to presently
exercisable options and options exercisable within 60 days of
March 1, 1994.
(7) Includes 2,175 shares of restricted stock over which Mr. Nielsen
has sole voting power but which are subject to certain investment
restrictions. Includes 6,988 shares of Company Common Stock held
by the ESOP and allocated to Mr. Nielsen as of December 31, 1992,
the most recent date for which information as to individual
allocations is available. Includes 4,600 shares subject to
presently exercisable options and options exercisable within 60
days of March 1, 1994.
(8) Shares of Company Common Stock allocated to the accounts of
executive officers are reported under the share ownership totals
of both the ESOP and such executive officers. As of March 1, 1994,
1,403,711 shares of Company Common Stock have been allocated to
the accounts of ESOP participants and 195,493 shares remained
unallocated. Each ESOP participant has the right to direct the
Trustee to vote the participant's proportionate share of all
shares of Company Common Stock held by the ESOP with such
proportionate share being determined by multiplying the total
number of shares held by the ESOP by a fraction, the numerator of
which is the number of shares allocated to such participant and
the denominator of which is the number of shares allocated to all
participants' accounts as of the Record Date. The Trustee of the
ESOP and the participants have shared dispositive power with
respect to the shares allocated to a participant's account.
(9) Such shares are as reported on FMR Corp.'s Amendment No. 1 to
Schedule 13G dated February 11, 1994. This Amendment No. 1 states
that Fidelity Management and Research Company of the same address,
a wholly owned subsidiary of FMR Corp., is the beneficial owner of
such shares as a result of acting as investment advisor to several
investment companies. One of these companies, Fidelity Low-Priced
Stock Fund of the same address, owns 1,174,000 of such shares.
Edward C. Johnson 3d, chairman of FMR Corp., owns 34% of the
outstanding voting common stock of FMR Corp., and Johnson family
members form a controlling group with respect to FMR Corp.
Section 16(a) of the Exchange Act requires the Company's officers
and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC")
and the New York Stock Exchange. Officers, directors and greater than
10% stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports they file. Based solely upon a
review of Forms 3 and 4 and any amendments thereto furnished to the
Company during 1993, and Forms 5 and any amendments thereto furnished to
the Company with respect to 1993, or written representations that no
Forms 5 were required, the Company believes that each person who at any
time during 1993 was a director, officer, or greater than 10% beneficial
owner, other than Robert L. Harvey, filed on a timely basis reports
required by Section 16(a) during 1993 and prior fiscal years. Mr.
Harvey was the Company's Executive Vice President and Chief Financial
Officer until his resignation effective April 30, 1993. Mr. Harvey
filed a Form 4 for the month of June 1993, reporting four open market
sale transactions during the month totalling 15,100 shares of Common
Stock. In August 1993, Mr. Harvey filed an amended Form 4 for the month
of June 1993, reporting seven open market sale transactions during the
month of June 1993, totalling 20,100 shares of Common Stock. Because
additional shares and transactions were reported by amendment, Mr.
Harvey may have failed to report these transactions on a timely basis.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Kalen, Hixon and Howard served on the Compensation
Committee throughout 1993. No member of the Committee was an officer or
employee or former officer or employee of the Company or any of its
subsidiaries. There were no relationships required to be disclosed
pursuant to Item 402(j)(3) of Regulation S-K.
Giant contracts on an as needed basis for consulting and executive
search services with Kalen & Associates, a company owned by Mr. Richard
T. Kalen, Jr. During 1993, Kalen & Associates received $118,757 for
executive search services and reimbursable expenses rendered to Giant.
The Company believes that this contract is fair to the Company and Giant
and is in the Company's and Giant's best interests. Giant and the
Company intend to continue utilization of services provided by Kalen &
Associates on an as needed basis.
CERTAIN TRANSACTIONS
Giant leases approximately 46,467 square feet of land as a service
station site in a shopping center owned by a partnership owned by Mr.
Acridge. The service station site is located immediately adjacent to the
Company's headquarters. Base rent is $6,875 per month, subject to
adjustment upwards every five years based on changes in the Consumer
Price Index, for an initial lease term of ten years with four renewal
options of five years each. Giant and the partnership each have a right
of first refusal upon any sale of the site or the service station,
respectively, during the lease term. During 1993, Giant paid $103,572 as
rent, rental taxes, and common area maintenance expenses under the terms
of the lease. The partnership rents excess office space from Giant
consisting of four offices and the associated work areas in the
headquarters building. The partnership pays rent at the rate of $13.00 a
square foot per year which is the same rate paid by the only other
outside tenant which rents space in the building. The rental arrangement
is cancelable by either party on 10 days notice. In addition, the
partnership reimburses Giant for the costs and expenses of any
maintenance or other services performed by Giant for the benefit of the
shopping center. During 1993, the partnership paid Giant $28,539 as
rent, rental taxes and expense reimbursement. The Company believes that
the transactions are fair to the Company and Giant and are in the
Company's and Giant's best interests.
Giant E&P contracts for various oil field services with Animas
Oilfield Services, Inc. (hot oiling services, hydrostatic testing
services, and workover and swabbing services), Rocky Mountain
Construction (heavy equipment construction), and San Juan Oilfield
Services (contract roustabout). These companies are owned jointly by Mr.
Aldrich L. Kuchera's brothers. Mr. Kuchera was a director of the
Company and Vice President Exploration & Production until his
resignation effective April 30, 1993. Giant E&P's portion, based on its
average working interest, of amounts paid these companies during 1993
for services rendered in 1993 totalled approximately $553,246, and Giant
E&P's portion of amounts accrued but not yet paid these companies as of
December 31, 1993, was approximately $11,489 for services rendered
during 1993. Giant E&P continues to contract with these companies to
provide services. The Company believes that all transactions with these
companies are fair to the Company and Giant E&P and are in the Company's
and Giant E&P's best interests. The Company intends to continue
utilization, on an arm's length basis, of services provided by the
companies owned by Mr. Kuchera's brothers.
Certain other related party transactions are described above under
the heading "Compensation Committee Interlocks and Insider
Participation." It is the policy of the Board of Directors to review
all related party transactions at least once a year.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Deloitte & Touche as
independent auditors for the Company for the year ending December 31,
1994, subject to final approval of the Audit Committee and ratification
by the Stockholders at the Annual Meeting. Deloitte & Touche were also
independent auditors for the Company for the year ended December 31,
1993. Representatives of Deloitte & Touche will be present at the Annual
Meeting of Stockholders and will have an opportunity to make a statement
if they so desire and to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT
AUDITORS.
STOCKHOLDERS' PROPOSALS
The Company welcomes comments or suggestions from its
Stockholders. In the event that a Stockholder desires to have a
proposal formally considered at the 1995 Annual Meeting of Stockholders,
and evaluated by the Board for inclusion in the Proxy Statement for that
meeting, the proposal must be received in writing by the Secretary of
the Company at the address set forth on the first page hereof on or
before November 30, 1994.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be
presented at the Annual Meeting. If any other matter proper for action
at the Annual Meeting should be properly presented, the holders of the
accompanying proxy will vote the shares represented by the proxy on such
matter in accordance with their best judgment. If any matter not proper
for action at the Annual Meeting should be presented, the holders of the
proxy will vote against consideration thereof or action thereon.
By Order of the Board of Directors
/s/ Morgan Gust
----------------------------------------------
Morgan Gust
Secretary, Vice President, and General Counsel
Scottsdale, Arizona
March 30, 1994
<PAGE>
PROXY
GIANT INDUSTRIES, INC.
23733 NORTH SCOTTSDALE ROAD
SCOTTSDALE, ARIZONA 85255
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS OF GIANT INDUSTRIES, INC.
Morgan Gust, James W. Griffitts and Gary L. Nielsen, and each of them,
are appointed proxies, with full power of substitution, to vote all of the
stock of the undersigned shown on the reverse side hereof at the Annual
Meeting of Stockholders of Giant Industries, Inc., to be held on Thursday,
May 12, 1994, or at any postponement or adjournment thereof, with the same
effect as if the undersigned were present and voting the stock on all
matters set forth in the Notice of Annual Meeting of Stockholders, dated
March 30, 1994, and the Proxy Statement, dated March 30, 1994, as directed
below:
1. Election of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED
BELOW:
[ ] FOR ALL NOMINEES listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME.
NOMINEES: Fredric L. Holliger, Harry S. Howard, Jr.
2. Ratification of the appointment of Deloitte & Touche by the Board
of Directors as the independent auditors of the Company and its
subsidiaries for the fiscal year ending December 31, 1994.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Continued and to be signed on the other side)
<PAGE>
(Continued from other side)
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. UNLESS OTHERWISE DIRECTED, OR IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL OF THE NOMINEES IN
ITEM 1, FOR ITEM 2 AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES
OR ANY OF THEM ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement.
Dated:_____________________, 1994 _____________________________________
_____________________________________
Please date and sign EXACTLY as your
name or names appear herein. Persons
signing in a fiduciary capacity or as
corporate officers should so indicate.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.
<PAGE>
APPENDIX A
DESCRIPTION OF GRAPHIC AND IMAGE MATERIAL
1. Location: Top Right Corner of the Notice of Annual Meeting of Stockholders
Item: Giant Logo
Description: The Giant logo consists of the word "Giant" reversed out of
a solid burgundy background with the words "Industries, Inc."
right underneath it.
2. Location: Proxy Statement under the heading "Comparison of Cumulative
Total Return Among the Company, S&P Industrials Index,
and S&P Energy Composite Index*"
Item: Performance Graph
Description: The description and interpretation of the data in the graph is
described in the body of the Proxy Statement.
3. Location: Back Side of the Proxy Card
Item: Proxy
Description: The word "Proxy" is typed vertically down the left hand side of
the Proxy Card.
