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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Giant Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
374508 10 9
(CUSIP Number)
James E. Acridge
23733 North Scottsdale Road, Scottsdale, Arizona 85255
602-585-8888
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 2, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).<PAGE>
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SCHEDULE 13D
CUSIP No.: 374508 10 9
_______________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. Acridge
S.S. Number: ###-##-####
_______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
_______________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
_______________________________________________________________________
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
_______________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 2,709,646
SHARES _________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 163,255
EACH _________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,709,646
WITH _________________________________________
10. SHARED DISPOSITIVE POWER
163,255
_______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,872,901
_______________________________________________________________________
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
_______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2
_______________________________________________________________________
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
_______________________________________________________________________<PAGE>
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This Amendment No. 6 to Schedule 13D relates to the Common Stock,
par value $.01 per share, issued by Giant Industries, Inc., a Delaware
corporation, and is being filed pursuant to Rule 13d-2 under the
Securities Exchange Act of 1934, as amended. It amends and restates
electronically the entire text of Schedule 13D filed by James E.
Acridge, dated December 26, 1989, as amended by Amendments No. 1
through No. 5, excluding filed paper exhibits.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Common Stock"), issued by Giant Industries, Inc., a Delaware
corporation (the "Company"), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended (the "Act"). The
principal executive offices of the Company are located at 23733 North
Scottsdale Road, Scottsdale, Arizona 85255.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by James E. Acridge.
(b) Mr. Acridge's business address is 23733 North Scottsdale Road,
Scottsdale, Arizona 85255.
(c) Mr. Acridge's present principal occupation is that of
Chairman, President and Chief Executive Officer of the Company. The
Company is a holding company for subsidiaries involved in the refining
and marketing of petroleum products and the exploration for and the
acquisition, development and production of crude oil and natural gas.
The address of the Company is 23733 North Scottsdale Road, Scottsdale,
Arizona 85255.
(d) Mr. Acridge has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Acridge has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws.
(f) Mr. Acridge is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 hereof, 3,869,314 shares of the
3,869,414 shares of Common Stock originally acquired by Mr. Acridge were
received in exchange for 3,869,314 shares of common stock, par value
$.01 per share (the "Giant Common Stock"), of Giant Industries Arizona,
Inc., an Arizona corporation ("Giant"). The source of funds for the
remaining 100 shares purchased by Mr. Acridge was his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
On December 11, 1989, the shareholders of Hixon Development
Company, a Texas corporation ("Hixon"), and the shareholders of Giant
approved the reorganization (the "Reorganization") of Hixon and Giant to
be effected pursuant to an Agreement and Plan of Reorganization, dated
as of October 15, 1989, as amended and restated as of December 20, 1989
(the "Reorganization Agreement"), by and among the Company, Giant, and
Hixon. On December 21, 1989, the transactions contemplated by the
Reorganization Agreement were consummated. Concurrently with the
consummation of the Reorganization, the Company completed an initial
public offering of the Common Stock (the "Concurrent Offering").
Pursuant to the Reorganization Agreement, Hixon and Giant became
wholly owned subsidiaries of the Company. In the Reorganization, each
Hixon shareholder received .86162 shares of Common Stock, plus cash for
any fractional shares of Common Stock, in exchange for each share of
Hixon Common Stock, par value $1.00 per share. In addition, each Giant
shareholder received one share of Common Stock, plus cash for any
fractional shares of Common Stock, in exchange for each share of Giant
Common Stock for which they did not elect to receive cash in accordance
with the terms of the Reorganization Agreement.
The above discussion of the Reorganization Agreement is qualified
in its entirety by the Reorganization Agreement, a copy of which is
filed as Annex I to the Joint Proxy Statement-Prospectus contained in
the Company's Registration Statement (No. 33-31837) on Form S-4 filed
with the Securities and Exchange Commission (the "SEC") on October 27,
1989, as amended by Amendment No. 1 thereto filed on November 20, 1989,
Amendment No. 2 thereto filed on December 1, 1989, and Amendment No. 3
thereto filed on December 4, 1989 (the "Registration Statement").
Mr. Acridge's purpose in agreeing to exchange his Giant Common
Stock for Common Stock pursuant to the Reorganization Agreement was to
effect the consummation of the transactions contemplated by such
agreement and to gain a significant equity investment in a new publicly
traded holding company for subsidiaries involved in the refining and
marketing of petroleum products and the exploration for and the
acquisition, development and production of crude oil and natural gas.
In addition, Mr. Acridge purchased an additional 100 shares of Common
Stock solely for investment purposes.
Mr. Acridge intends to continuously review the possible courses of
action that may be available to him and take such action with respect to
the Company as he considers desirable in light of the circumstances then
prevailing. Depending on his decision whether or not to pursue any of
such courses of action and depending on market conditions and other
factors, Mr. Acridge reserves the right to sell or to purchase shares of
Common Stock individually or with others as part of a group (and through
borrowing, if deemed appropriate) in brokerage transactions on the New
York Stock Exchange, Inc. or in private transactions, if appropriate
opportunities to do so are available, on such terms and at such times as
he considers desirable. Based on his cash requirements including those
arising in connection with various real estate projects in which he is
participating, Mr. Acridge reserves the right to sell Common Stock in
the future pursuant to the limitations of Rule 144. Except as set forth
above, Mr. Acridge has no plans or proposals which relate to or would
result in any of the actions set forth in parts (a) through (j) of Item
4.
In connection with the closing of the Reorganization, Mr. Acridge
and the Company entered into a letter agreement (the "Letter Agreement")
pursuant to which Mr. Acridge agreed that he will not offer or sell or
otherwise dispose of any of the Common Stock issued to him pursuant to
the Reorganization in violation of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder by the SEC.
The above discussion of the terms and conditions of the Letter Agreement
is qualified in its entirety by reference to the Letter Agreement, a
copy of which is attached as Exhibit 1 hereto.
In connection with the closing of the Concurrent Offering, Mr.
Acridge entered into an agreement (the "Lock-Up Agreement") with
Shearson Lehman Hutton Inc. and Hanifen, Imhoff Inc. (the
"Underwriters") pursuant to which Mr. Acridge agreed that during the
period commencing on the date of the effectiveness of the registration
statement relating to the Concurrent Offering and ending 180 days
thereafter, he would not, without the prior written consent of the
Underwriters, sell or otherwise dispose of, or offer or contract to
sell, any shares of Common Stock or sell or grant any rights, options,
warrants or securities convertible with respect to Common Stock, except
for certain sales to the Underwriters. The above discussion of the
terms and conditions of the Lock-Up Agreement is qualified in its
entirety by reference to the Lock-Up Agreement, a copy of which is
attached as Exhibit 2 hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of the filing of this Amendment No. 6, Mr.
Acridge directly holds 2,587,831 shares of Common Stock representing
approximately 22.7% of the 11,424,983 shares of Common Stock (the
"Outstanding Shares") deemed to be outstanding (based on information
reported in the Company's most recent 10-Q plus the Option Shares
described below).
Pursuant to Rule 13d-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934 ("Rule 13d-3"), Mr. Acridge may be
deemed to be the beneficial owner of an additional 13,061 shares of
Common Stock (the "Restricted Shares") granted pursuant to the Giant
Industries, Inc. 1989 Stock Incentive Plan (the "Stock Incentive Plan")
over which Mr. Acridge has voting power but which are subject to certain
investment restrictions.
Pursuant to Rule 13d-3, Mr. Acridge may be deemed to be the
beneficial owner of 108,754 shares of Common Stock (the "Option Shares")
by reason of options granted to Mr. Acridge under the Stock Incentive
Plan. Mr. Acridge has a presently exercisable right or a right
exercisable within 60 days to acquire these Option Shares.
Under Rule 13d-3, Mr. Acridge may also be deemed to be the
beneficial owner of 163,255 shares of Common Stock allocated to him by
virtue of his participation in the Giant Industries, Inc. Employee Stock
Ownership Plan (the "ESOP").
Accordingly, Mr. Acridge may be deemed to beneficially own a total of
2,872,901 shares of Common Stock representing approximately 25.2% of the
Outstanding Shares.
(b) Mr. Acridge has sole voting and dispositive power with respect
to the 2,587,831 shares of Common Stock directly owned by him.
Mr. Acridge has the power to direct the voting but no power to
direct the disposition of the 13,061 Restricted Shares. Dispositive
power as to these shares may vest at various times in the future.
Mr. Acridge will have sole voting and dispositive power with
respect to the 108,754 Option Shares, at such time as he exercises such
options and acquires such shares.
As a participant in the ESOP, Mr. Acridge has the power to direct
the trustee as to voting, and has shared dispositive power with the
trustee with respect to disposition, of the 163,255 shares of Common
Stock allocated to his account in accordance with the terms of the ESOP.
The trustee is Bank of America, N.T. & S.A., located at Metro Center,
555 Anton Boulevard, Suite 350, Costa Mesa, California 92626.
(c) Within the last sixty days, Mr. Acridge disposed of 110,000 shares
of Common Stock. This disposition was effected through a sale on February 2,
1996, at a price of $11.875 per share through a transaction pursuant to Rule
144. No other transactions in the Common Stock were effected by Mr. Acridge
during such sixty day period.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Acridge has pledged 2,491,639 shares of Common Stock to various
financial institutions as security for various loans the proceeds of which
were used for general purposes and not used to finance the acquisition of any
Common Stock of the Company. 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are attached to this Schedule 13D:
Exhibit 1. Agreement, dated December 5, 1989, by and between James
E. Acridge and Giant Industries, Inc.
Exhibit 2. Agreement, dated December 14, 1989, by and between
James E. Acridge and Shearson Lehman Hutton Inc. and
Hanifen, Imhoff Inc. as Representatives of the Several
Underwriters.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 29, 1996.
/s/ JAMES E. ACRIDGE
_______________________________________
James E. Acridge<PAGE>
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EXHIBIT INDEX
EXHIBIT PAGE
1.* Agreement, dated December 5, 1989, by and between James
E. Acridge and Giant Industries, Inc.
2.* Agreement, dated December 14, 1989, by and between
James E. Acridge and Shearson Lehman Hutton Inc. and
Hanifen, Imhoff Inc. as Representatives of the Several
Underwriters.
*Pursuant to Regulation S-T, Item 101(a)(2)(ii), these previously filed
paper exhibits are not restated electronically.
