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
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Giant Industries, Inc.
(Name of Registrant as Specified In Its Charter)
----------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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: (Set forth
the amount on which the filing fee is calculated and
state how it was determined.)
........................................................
4) Proposed maximum aggregate value of transaction:
........................................................
5) Total fee paid:
........................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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:
........................................................
2) Form, Schedule or Registration Statement No.:
........................................................
3) Filing Party:
........................................................
4) Date Filed:
........................................................<PAGE>
<PAGE>
GIANT INDUSTRIES, INC. LOGO
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 Scottsdale Princess Resort,
7575 East Princess Drive, Scottsdale, Arizona 85255, on Thursday,
May 18, 1995, at 10:00 a.m., for the following purposes:
1. To elect three directors to Class III 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 LLP as
independent auditors for the Company and its subsidiaries for the
year ending December 31, 1995; 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 23, 1995, 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, 1995
<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 18, 1995, at
10:00 a.m., or at any postponement or adjournment thereof. The
Annual Meeting will be held at the Scottsdale Princess Resort,
7575 East Princess Drive, Scottsdale, Arizona 85255.
This Proxy Statement and the accompanying form of proxy are
being first mailed to stockholders on or about March 30, 1995.
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 23, 1995 (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 11,709,129 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, 1994, 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 III directors expire at the 1995 Annual Meeting of
Stockholders.
The Board of Directors proposes that Mr. James E. Acridge,
Mr. George C. Hixon, and Mr. Richard T. Kalen, Jr., be elected to
serve as the Class III directors for a term of three years until
the Annual Meeting of Stockholders in 1998 and until their
successors are elected and qualified. Each of these nominees is
currently serving as a Class III 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. All 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
------- -------------------------------------------------
James E. Acridge James E. Acridge, age 54, 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,
President and Chief Executive Officer of
Giant Industries Arizona, Inc. ("Giant")
and Chairman of the Board of Directors of
Giant Exploration & Production Company
("Giant E&P"). Giant and Giant E&P are
the Company's principal wholly-owned
subsidiaries. Mr. Acridge started Giant
in 1969 and has served continuously as
its Chairman of the Board of Directors,
President and Chief Executive Officer.
George C. Hixon George C. Hixon, age 57, 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. Hixon Properties
Incorporated is principally engaged in
real estate development and operations.
Richard T. Kalen, Jr. Richard T. Kalen, Jr., age 52, 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.
OTHER DIRECTORS AND EXECUTIVE OFFICERS
The remaining directors and executive officers of the
Company, as of January 1, 1995, are listed below:
NAME AGE POSITION CLASS(1)
---- --- ------------------------ --------
F. Michael Geddes 55 Director I
1996
Fredric L. Holliger 46 Director, Executive Vice II
President and Chief 1997
Operating Officer
Harry S. Howard, Jr. 76 Director II
1997
A. Wayne Davenport 46 Vice President and
Corporate Controller
James W. Griffitts 49 Vice President
Information Systems
Morgan Gust 47 Vice President and General
Counsel, Vice President
Administration, and Secretary
Gary L. Nielsen 52 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.
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 Coe & Van
Loo Consultants, Inc., an engineering and land planning firm; CVL
Consultants, Inc., a corporation engaged in engineering and land
planning; GS&B Holding, Inc., a holding company with ownership
interests in a financial futures brokerage firm; Eagle Western
Properties Company, a firm involved in real estate management,
development and brokerage; and Athearn, Inc., a manufacturer of
HO scale model trains.
Fredric L. Holliger has served as a director, Executive Vice
President and Chief Operating Officer of the Company since
October 1989. Mr. Holliger joined 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 E&P. 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. 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.
A. Wayne Davenport has served as Vice President and
Corporate Controller since May 1994. He also serves in such
positions for Giant and Giant E&P. Prior to joining the Company
in March 1994, Mr. Davenport was an investor in crude oil and
natural gas properties and a consultant to the industry. From
February 1987 to September 1992, he served in various positions,
the last being Executive Vice President and Chief Financial
Officer, with Hondo Oil & Gas Company, a company engaged in
refining, marketing, exploration and production. Mr. Davenport
was an audit partner for the accounting firm of Ernst & Young
from May 1982 until February 1987.
James W. Griffitts has served as Vice President Information
Systems since May 1994. He also serves in such positions for
Giant and Giant E&P. He served as Vice President Accounting and
Information Services from December 1991 to May 1994 and 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 eight meetings during 1994. 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 three meetings during 1994.
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 1994.
The Nominating Committee of the Board of Directors,
comprised of Messrs. Acridge (Chairman), Hixon and Kalen, 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 1994.
During 1994, 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 compensation for services rendered as a board member
calculated as follows: (i) for the period from January 1, 1994
through May 31, 1994, $1,000 per month for each calendar month or
portion thereof during which such person was a director and
$1,000 for each meeting of the Board of Directors attended by
such director and (ii) for the period after May 31, 1994, $1,500
per month for each calendar month or portion thereof during which
such person was a director, $1,500 for each in-person meeting and
$500 for each telephonic meeting of the Board of Directors
attended by such director, and $750 for the Chairman and $500 for
each member of the Board's Audit, Compensation and Nominating
Committees for each in-person meeting attended by such director.
In addition, all directors are reimbursed for reasonable
out-of-pocket expenses incurred in connection with attendance at
Board of Directors and Committee meetings.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the
Chief Executive Officer and the next four most highly compensated
executive officers for services rendered to the Company and its
subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------- -------------------------
OTHER(2) RESTRICTED(3) SECURITIES ALL(4)
ANNUAL STOCK UNDERLYING OTHER
NAME AND SALARY BONUS(1) COMPEN- AWARDS OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR ($) ($) SATION ($) ($) SARS (#) SATION ($)
----------------------------- ---- --------- -------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
James E. Acridge 1994 $514,500 $ -0- $-- -0- -0- $5,136
Chairman of the Board, 1993 514,500 498,784 -- -0- 15,000 4,694
President and Chief Executive 1992 430,399 -0- -- -0- -0- 4,774
Officer
Fredric L. Holliger 1994 273,104 -0- -- -0- -0- 5,852
Director, Executive Vice 1993 259,996 210,000 -- -0- 12,000 5,233
President and Chief 1992 252,000 1,000 -- -0- -0- 5,031
Operating Officer
Morgan Gust 1994 180,339 -0- -- -0- -0- 5,852
Vice President and General 1993 151,700 139,788 -- -0- 10,000 5,233
Counsel, Vice President 1992 129,808 1,000 -- -0- 10,000 4,614
Administration and Secretary
Gary L. Nielsen 1994 130,319 -0- 14,386 -0- -0- 5,852
Vice President Finance, 1993 125,350 88,776 -- -0- 6,000 4,842
Treasurer and Assistant 1992 111,228 1,000 -- -0- 6,500 3,873
Secretary
A. Wayne Davenport(5) 1994 112,500 -0- 37,710 -0- 5,000 -0-
Vice President and
Corporate Controller
</TABLE>
_______________
(1) The amount disclosed in this column for 1993 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 in relation to all of the named
executive officers other than Mr. Nielsen and Mr. Davenport
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 such named
executive officer. Mr. Nielsen received compensation in the
form of perquisites and other personal benefits totalling
$14,386 in 1994, including $8,400 as a car allowance and
$4,920 of club dues. Mr. Davenport received compensation in
the form of perquisites and other personal benefits totalling
$37,710 including $31,499 of relocation expenses for which
Mr. Davenport was reimbursed by the Company in 1994.
(3) The unvested aggregate amount and value of restricted stock
held by the named executive officers as of December 31, 1994
is as follows: Mr. Acridge 42,087 shares, $315,653 value;
Mr. Holliger 5,805 shares, $43,538 value; Mr. Nielsen 1,449
shares, $10,868 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
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, 1994 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 for 1994 represent
401(k) Company matching contributions of $500 for each of
the named executive officers, other than Mr. Acridge and Mr.
Davenport who did not participate in the Company's 401(k)
Plan. The balance of the amounts disclosed for 1994 are the
value of Company contributions allocated to each of the
Employee Stock Ownership Plan accounts of the named
executive officers or, in the case of Mr. Acridge, to a
substitute non-qualified deferred compensation plan.
(5) Mr. Davenport joined the Company on March 21, 1994.
The following table provides information on options granted
in 1994 to the named executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT ANNUAL RATES OF
SECURITIES OF TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/ GRANTED TO EXERCISE OR OPTION TERM
SARS(1) EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
------------------- ----------- ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
James E. Acridge -0- -- -- -- -- --
Fredric L. Holliger -0- -- -- -- -- --
Morgan Gust -0- -- -- -- -- --
Gary L. Nielsen -0- -- -- -- -- --
A. Wayne Davenport 5,000 50.0% $9.25 03/20/04 $29,086 $73,711
</TABLE>
_______________
(1) These options vest and become exercisable 33 1/3% a year
over a three-year period. In the event of a "Change of
Control" as defined by the Stock Incentive Plan, all options
vest and become fully exercisable and are cashed out at the
"Change of Control Price."
The following table provides information on Option/SAR
exercises during 1994 by the named executive officers and the
value of such officers' unexercised Options/SARs at December 31,
1994.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ IN-THE-MONEY
SARS AT FISCAL OPTIONS/SARS AT
SHARES YEAR-END (#) FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(2)
------------------- --------------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C>
James E. Acridge -0- -0- 79,395 / 42,319 $ 0 / $ 0
Fredric L. Holliger -0- -0- 22,959 / 17,184 0 / 0
Morgan Gust -0- -0- 11,333 / 13,667 9,000 / 13,500
Gary L. Nielsen -0- -0- 4,600 / 7,900 5,850 / 8,775
A. Wayne Davenport -0- -0- 0 / 5,000 0 / 0
</TABLE>
_______________
(1) No stock options were exercised in 1994 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, 1994 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 - $278,000; and Mr. Gust - $195,000. 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, 1997,
and Mr. Gust's expires on July 31, 1997, 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 annual management incentive plan
generally 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 annual management
incentive plan as 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, after giving effect to 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 the Committee's belief
that the Company has historically granted fewer stock options
than appears to be the practice at other companies.
In the case of cash bonuses, the 1994 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 1994 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, 1995.
If each one of these three criteria is met, a participant is
eligible to receive a cash bonus in an amount equal to a
percentage of the participant's base salary as determined by a
matrix set forth in the Plan. In 1994 this matrix allowed a
participant, including the Chief Executive Officer, to receive a
bonus ranging from 0% to 25% of base salary depending on the
level of individual performance if pretax LIFO earnings adjusted
as described above met the predetermined minimum threshold set
forth in the Plan and a bonus ranging from 20% to 90% of base
salary if such earnings reached the maximum level provided in the
Plan. In setting the percentage range matrix of base salary
which can be paid as bonus, the Committee acts 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, and
any other matters considered relevant by a member of the
Committee. 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
reserve the right, in their sole discretion, to amend, modify or
eliminate the annual management incentive plan or its application
or administration, in whole or in part, in future years. If the
Compensation Committee determines to continue the annual
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.
The Revenue Reconciliation Act of 1993 includes 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 has analyzed
the impact of this change in the tax law on the compensation
policies of the Company, has determined that historically the
effect of this provision on the taxes paid by the Company would
not have been significant, and has decided for the present to not
modify the compensation policies of the Company based on such
changes in the tax law. The Committee will periodically
reconsider its decision as circumstances dictate.
The foregoing compensation policies were applied to the
Chief Executive Officer's compensation for services rendered in
1994. The Chief Executive Officer's base salary for 1994 was the
amount of base compensation established pursuant to his
Employment Agreement of December 21, 1989 but without the benefit
of any merit increase, cost of living increase or other increase
in base salary. A four to five percent merit/cost of living
increase was generally granted to other officers and key
personnel in 1994. 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 voluntarily chose to forego this
increase.
The Chief Executive Officer did not receive a cash bonus for
services rendered in 1994. The Committee concluded that the
Chief Executive Officer performed at a level "well above job
requirements" during 1994. 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. However, the Company did not
achieve the pretax earnings threshold required before a bonus
would be paid under the provisions of the 1994 Management
Incentive Plan described above. For this same reason, none of
the other named executive officers received a cash bonus. No
additional grants or options to acquire Company Common Stock
under the Stock Incentive Plan were made during 1994 to the Chief
Executive Officer. The Committee determined that in light of
previous grants and the Chief Executive Officer's level of
ownership of Company Common Stock, no additional grants to the
Chief Executive Officer linking incentives directly to increases
in shareholder value were required in 1994.
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 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Giant Industries, Inc. 100 49.80 35.59 39.24 74.84 54.76
S&P Industrials 100 99.11 129.59 136.98 149.35 155.05
S&P Energy Composite 100 103.15 110.92 113.18 130.98 136.00
</TABLE>
*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, 1995
(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, 1995, 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 3,071,738 26.04%
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 2.54%
Fredric L. Holliger (3)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 57,941 *
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 100 *
A. Wayne Davenport (5)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 1,667 *
Morgan Gust (6)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 19,430 *
Gary L. Nielsen (7)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 22,896 *
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 1,534,878 13.11%
FMR Corp. (9)
82 Devonshire Street
Boston, Massachusetts 02109 1,164,000 9.94%
Ingalls & Snyder (10)
61 Broadway
New York, New York 10006 668,250 5.71%
Executive officers and directors
as a group (10 persons)
(1)(2)(3)(4)(5)(6)(7)(8)(11) 3,512,138 29.62%
</TABLE>
_______________
*Less than 1%
(1) Includes 42,087 shares of restricted stock over which Mr.
Acridge has sole voting power but which are subject to
certain investment restrictions. Includes 163,251 shares of
Company Common Stock held by the ESOP and allocated to Mr.
Acridge as of December 31, 1993, the most recent date for
which information as to individual allocations is available.
Includes 87,595 shares subject to presently exercisable
options and options exercisable within 60 days of March 1,
1995. Mr. Acridge has pledged 2,367,081 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 5,805 shares of restricted stock over which Mr.
Holliger has sole voting power but which are subject to
certain investment restrictions. Includes 4,840 shares of
Company Common Stock held by the ESOP and allocated to Mr.
Holliger as of December 31, 1993, the most recent date for
which information as to individual allocations is available.
Includes 28,959 shares subject to presently exercisable
options and options exercisable within 60 days of March 1,
1995. 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 1,667 shares subject to options exercisable within
60 days of March 1, 1995.
(6) Includes 2,263 shares of Company Common Stock held by the
ESOP and allocated to Mr. Gust as of December 31, 1993, the
most recent date for which information as to individual
allocations is available. Includes 16,667 shares subject to
presently exercisable options and options exercisable within
60 days of March 1, 1995.
(7) Includes 1,449 shares of restricted stock over which Mr.
Nielsen has sole voting power but which are subject to
certain investment restrictions. Includes 7,691 shares of
Company Common Stock held by the ESOP and allocated to Mr.
Nielsen as of December 31, 1993, the most recent date for
which information as to individual allocations is available.
Includes 7,900 shares subject to presently exercisable
options and options exercisable within 60 days of March 1,
1995.
(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, 1995, 1,460,322 shares of Company Common Stock
have been allocated to the accounts of ESOP participants and
74,556 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. 2
to Schedule 13G dated February 13, 1995. This Amendment No.
2 states that Fidelity Management & Research Company
("Fidelity") 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 Fidelity
Low-Priced Stock Fund of the same address. Edward C.
Johnson 3d, chairman of FMR Corp., and Abigail P. Johnson
each own 24.9% of the outstanding voting common stock of FMR
Corp., and Johnson family members form a controlling group
with respect to FMR Corp. Edward C. Johnson 3d, FMR Corp.,
through its control of Fidelity, and the Fund each has sole
power to dispose of the shares owned by the Fund. Neither
FMR Corp. nor Edward C. Johnson 3d, chairman of FMR Corp.,
has the sole power to vote or direct the voting of the
shares owned directly by the Fund, which power resides with
the Fund's Board of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by
the Fund's Board of Trustees.
(10) Such shares are as reported on Ingalls & Snyder's Schedule
13G dated January 13, 1995. Ingalls & Snyder is a New York
partnership.
(11) Includes 1,449 shares of restricted stock granted to an
executive officer not named in the Table over which such
executive officer has sole voting power but which are
subject to certain investment restrictions. Includes 25,352
shares of Company Common Stock held by the ESOP and
allocated to an executive officer not named in the Table as
of December 31, 1993, the most recent date for which
information as to individual allocations is available.
Includes 7,000 shares subject to presently exercisable
options and options exercisable within 60 days of March 1,
1995 held by an executive officer not named in the Table.
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 1994, and Forms 5 and any amendments thereto
furnished to the Company with respect to 1994, or written
representations that no Forms 5 were required, the Company
believes that each person who at any time during 1994 was a
director, officer, or greater than 10% beneficial owner filed on
a timely basis reports required by Section 16(a) during 1994 and
prior fiscal years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Kalen, Hixon and Howard served on the Compensation
Committee throughout 1994. 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 1994, Kalen &
Associates received $39,541 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 1994, Giant paid
$96,893 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. 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 1994, the partnership paid Giant $34,139 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.
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 LLP
as independent auditors for the Company for the year ending
December 31, 1995, subject to final approval of the Audit
Committee and ratification by the Stockholders at the Annual
Meeting. Deloitte & Touche LLP were also independent auditors
for the Company for the year ended December 31, 1994.
Representatives of Deloitte & Touche LLP 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 LLP 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 1996 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, 1995.
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, 1995
<PAGE>
APPENDIX A
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, A. Wayne Davenport 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 18, 1995,
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, 1995, and the Proxy Statement,
dated March 30, 1995, 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: James E. Acridge, George C. Hixon,
Richard T. Kalen, Jr.
2. Ratification of the appointment of Deloitte & Touche
LLP by the Board of Directors as the independent
auditors of the Company and its subsidiaries for the
fiscal year ending December 31, 1995.
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:_________________, 1995 ______________________________
______________________________
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 B
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"
in solid burgundy 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 Appendix A
Item: Proxy
Description: The word "Proxy" is typed vertically down the
left hand side of the Proxy Card.
