<PAGE>
<PAGE>
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 Albuquerque Marriott Hotel, 2101
Louisiana Boulevard, NE, Albuquerque, New Mexico 87110, on
Thursday, May 16, 1996, at 10:00 a.m., for the following purposes:
1. To elect one director to Class I 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, 1996; 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, 1996, 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 29, 1996
<PAGE>
<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 16, 1996, at 10:00
a.m., or at any postponement or adjournment thereof. The Annual
Meeting will be held at the Albuquerque Marriott Hotel, 2101
Louisiana Boulevard, NE, Albuquerque, New Mexico 87110.
This Proxy Statement and the accompanying form of proxy are
being first mailed to stockholders on or about March 29, 1996. 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 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, 1996 (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 11,255,018 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, 1995, is being mailed to Stockholders with this Proxy Statement.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
NOMINEE
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 term of office
of the Class I director expires at the 1996 Annual Meeting of
Stockholders.
The Board of Directors proposes that Mr. F. Michael Geddes
be elected to serve as the Class I director for a term of three
years until the Annual Meeting of Stockholders in 1999 and until
his successor is elected and qualified. This nominee is currently
serving as a Class I director, and a brief description of the
business experience of this 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 NOMINEE. The
nominee has consented to being named herein and has indicated his
intention to serve if elected. If for any reason the 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
- ------- -------------------------------------------------
F. Michael Geddes F. Michael Geddes, age 56, 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.
OTHER DIRECTORS AND EXECUTIVE OFFICERS
The remaining directors and executive officers of the
Company, as of January 1, 1996, are listed below:
NAME AGE POSITION CLASS(1)
- ---- --- ------------------------ --------
James E. Acridge 55 Chairman of the Board, III
President and Chief 1998
Executive Officer
George C. Hixon 58 Director III
1998
Fredric L. Holliger 47 Director, Executive Vice II
President and Chief 1997
Operating Officer
Harry S. Howard, Jr. 77 Director II
1997
Richard T. Kalen, Jr. 53 Director III
1998
A. Wayne Davenport 47 Vice President and
Chief Financial Officer
Morgan Gust 48 Vice President and General
Counsel, Vice President
Administration and Secretary
Gary L. Nielsen 53 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, 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 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.
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.
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.
A. Wayne Davenport served as Vice President and Corporate
Controller commencing May 1994 and, since May 1995, serves as Vice
President and Chief Financial Officer. 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.
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 ten meetings during 1995. 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
1995.
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 one meeting during 1995.
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
1995.
During 1995, 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) $1,500 per month for each calendar month or portion
thereof during which such person was a director, (ii) $1,500 for each
in-person meeting and $500 for each telephonic meeting of the Board
of Directors attended by such director, and (iii) $750 for the
Chairman and $500 for each member of the Board's Audit, Compensation
and Nominating Committees for each in-person meeting attended by such
director. In addition, all directors are reimbursed for reasonable
out-of-pocket expenses incurred in connection with attendance at
Board of Directors and Committee meetings.
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the
Chief Executive Officer and the next four most highly compensated
executive officers for services rendered to the Company and its
subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------- -------------------------
OTHER(1) RESTRICTED(2) SECURITIES ALL(3)
ANNUAL STOCK UNDERLYING OTHER
NAME AND SALARY BONUS COMPEN- AWARDS OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR ($) ($) SATION ($) ($) SARS (#) SATION ($)
- ----------------------------- ---- --------- -------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
James E. Acridge 1995 $514,500 $ -0- $-- -0- -0- $5,455
Chairman of the Board, 1994 514,500 -0- -- -0- -0- 5,136
President and Chief Executive 1993 514,500 498,784 -- -0- 15,000 4,694
Officer
Fredric L. Holliger 1995 281,635 -0- -- -0- -0- 6,062
Director, Executive Vice 1994 273,104 -0- -- -0- -0- 5,852
President and Chief 1993 259,996 210,000 -- -0- 12,000 5,233
Operating Officer
Morgan Gust 1995 202,650 -0- -- -0- -0- 6,062
Vice President and General 1994 180,339 -0- -- -0- -0- 5,852
Counsel, Vice President 1993 151,700 139,788 -- -0- 10,000 5,233
Administration and Secretary
A. Wayne Davenport(4) 1995 157,827 -0- 17,081 -0- -0- 6,062
Vice President and 1994 112,500 -0- 37,710 -0- 5,000 -0-
Chief Financial Officer
Gary L. Nielsen 1995 132,000 -0- 14,788 -0- -0- 5,552
Vice President Finance, 1994 130,319 -0- 14,386 -0- -0- 5,852
Treasurer and Assistant 1993 125,350 88,776 -- -0- 6,000 4,842
Secretary
</TABLE>
_______________
(1) Excluded from this column in relation to all of the named
executive officers other than Mr. Davenport and Mr. Nielsen
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. Davenport received compensation in
the form of perquisites and other personal benefits
totalling $17,081 in 1995, including $7,200 as a car
allowance and $9,001 of relocation expenses and totalling
$37,710 in 1994, including $31,499 of relocation expenses.
Mr. Nielsen received compensation in the form of perquisites
and other personal benefits totalling $14,788 in 1995,
including $8,400 as a car allowance and $5,232 of club dues
and totalling $14,386 in 1994, including $8,400 as a car
allowance and $4,920 of club dues.
(2) The unvested aggregate amount and value of restricted stock
held by the named executive officers as of December 31, 1995
is as follows: Mr. Acridge 13,061 shares, $159,997 value;
Mr. Holliger 2,902 shares, $35,550 value. This restricted
stock is the unvested portion of the following restricted
stock grant:
NUMBER
DATE OF OF SHARES
NAME GRANT AWARDED VESTING SCHEDULE
---------------- ------- --------- ---------------------------
James E. Acridge 9/15/89 90,713 approximately 1/7th per
year through 1996
Fredric L. Holliger 9/15/89 18,142 approximately 12% per year
through 1992 and 16% per
year through 1996
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 at the end of 1995 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.
(3) The amounts disclosed in this column for 1995 represent
401(k) Company matching contributions of $500 for each of
the named executive officers, other than Mr. Acridge who did
not participate in the Company's 401(k) Plan. The balance
of the amounts disclosed for 1995 are the value of Company
contributions allocated to each of the Employee Stock
Ownership Plan accounts of the named executive officers or,
in the case of Mr. Acridge, to a substitute non-qualified
deferred compensation plan.
(4) Mr. Davenport joined the Company on March 21, 1994.
The following table provides information on option exercises
during 1995 by the named executive officers and the value of such
officers' unexercised options at December 31, 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ IN-THE-MONEY
SARS AT FISCAL OPTIONS/SARS AT
SHARES YEAR-END (#) FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(2)
- --------------------- --------------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C>
James E. Acridge..... -0- -0- 100,554/21,160 $321,547/$70,322
Fredric L. Holliger.. -0- -0- 31,551/ 8,592 100,123/ 29,768
Morgan Gust.......... -0- -0- 17,667/ 7,333 80,752/ 42,999
A. Wayne Davenport... -0- -0- 1,667/ 3,333 5,001/ 9,999
Gary L. Nielsen...... -0- -0- 7,900/ 4,600 45,300/ 27,200
</TABLE>
_______________
(1) No stock options were exercised in 1995 by the named
executive officers.
(2) Calculated based upon the difference between the closing
market price per share for Company Common Stock at the end
of 1995 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 - $283,560; and Mr. Gust - $206,700. 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.
<PAGE>
<PAGE>
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 bonus or profit
sharing 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. Annual
bonus or profit sharing plans generally include 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, cash flow and
other financial results compared to budgeted results.
(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 has set 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.
For 1995, the profit sharing plan tied cash 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 have achieved a certain
predetermined threshold before any bonus could be paid.
Above the threshold, the percentage of a participant's
base salary which could be paid in a bonus increased
as such earnings increased.
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 have met at least 80%
of its 1995 budget projections, with certain exceptions.
c. Individual Performance. To be eligible to participate,
a participant's performance must have been evaluated to
be at a level that at least "meets job requirements."
Performing at a level "above job requirements" or "well
above job requirements" allowed the participant to be
considered for a larger bonus. In addition, such
participant must have been employed by the Company on
the date that the bonus is paid, which shall be no later
than March 15, 1996.
If each one of these three criteria was met, a participant was
eligible to receive a cash bonus in an amount equal to a percentage
of the participant's base salary to be determined by a matrix. In
1995 the Company had to achieve at least 80% of its 1995 budgeted
results before any bonuses could be paid under the Plan. Because
this threshold level of performance was not achieved, a final matrix
was not formally adopted by the Committee. The proposed matrix,
however, would have allowed an executive, including the Chief
Executive Officer, to receive a bonus ranging from 0% to 35% of base
salary depending on the level of individual performance if pretax
LIFO earnings adjusted as described above met the predetermined
minimum threshold. 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. The
bonus or profit sharing plan is generally administered as to
eligible personnel 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 a 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 bonus or profit sharing plan or its application or
administration, in whole or in part, in future years. If the
Compensation Committee determines to continue such a 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 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 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 1995. The
Chief Executive Officer's base salary for 1995 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
merit/cost of living increase of approximately 4% was generally
granted to employees in 1995. 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 1995. The Committee concluded that the Chief
Executive Officer performed at a level "well above job requirements"
during 1995. 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, as stated above, the Company did not achieve the pretax
earnings threshold required before a cash bonus would be paid in
1995. 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 1995 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 1995.
Chief Executive Officer: Compensation Committee:
James E. Acridge Richard T. Kalen, Jr.
George C. Hixon
Harry S. Howard, Jr.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P INDUSTRIALS INDEX,
AND S&P ENERGY COMPOSITE INDEX
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Giant Industries, Inc. 100 71.47 78.80 150.28 109.96 183.87
S&P Industrials 100 130.76 138.21 150.69 156.45 210.56
S&P Energy Composite 100 107.53 109.72 126.98 131.85 172.41
</TABLE>
<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 February 29, 1996
(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 February 29, 1996, there were 315
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 2,872,901 25.29%
F. Michael Geddes
2930 East Camelback Road, Suite 110
Phoenix, Arizona 85016 3,200 *
George C. Hixon (2)
112 East Pecan Street, Suite 2625
San Antonio, Texas 78205 297,687 2.65%
Fredric L. Holliger (3)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 67,387 *
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 3,333 *
Morgan Gust (6)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 24,616 *
Gary L. Nielsen (7)(8)
23733 North Scottsdale Road
Scottsdale, Arizona 85255 25,749 *
Bank of America NT&SA (8)
as Trustee of Giant Industries, Inc.
Employee Stock Ownership Plan
555 South Flower Street, Suite 1202
Los Angeles, California 90071 1,426,419 12.68%
FMR Corp. (9)
82 Devonshire Street
Boston, Massachusetts 02109 816,400 7.26%
Ingalls & Snyder LLC (10)
61 Broadway
New York, New York 10006 802,325 7.13%
The Guardian Life Insurance
Company of America (11)
201 Park Avenue South
New York, New York 10003 572,700 5.09%
Executive officers and directors
as a group (9 persons)
(1)(2)(3)(4)(5)(6)(7)(8) 3,296,473 28.84%
</TABLE>
_______________
*Less than 1%
(1) Includes 13,061 shares of restricted stock over which Mr.
Acridge has sole voting power but which are subject to
certain investment restrictions. Includes 163,255 shares of
Company Common Stock held by the ESOP and allocated to Mr.
Acridge as of December 31, 1994, the most recent date for
which information as to individual allocations is available.
Includes 108,754 shares subject to presently exercisable
options and options exercisable within 60 days of February 29,
1996. Mr. Acridge has pledged 2,491,639 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 2,902 shares of restricted stock over which Mr.
Holliger has sole voting power but which are subject to
certain investment restrictions. Includes 5,694 shares of
Company Common Stock held by the ESOP and allocated to Mr.
Holliger as of December 31, 1994, the most recent date for
which information as to individual allocations is available.
Includes 37,551 shares subject to presently exercisable
options and options exercisable within 60 days of February 29,
1996. 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 3,333 shares subject to presently exercisable
options and options exercisable within 60 days of February
29, 1996.
(6) Includes 3,116 shares of Company Common Stock held by the
ESOP and allocated to Mr. Gust as of December 31, 1994, the
most recent date for which information as to individual
allocations is available. Includes 21,000 shares subject to
presently exercisable options and options exercisable within
60 days of February 29, 1996.
(7) Includes 8,544 shares of Company Common Stock held by the
ESOP and allocated to Mr. Nielsen as of December 31, 1994,
the most recent date for which information as to individual
allocations is available. Includes 9,900 shares subject to
presently exercisable options and options exercisable within
60 days of February 29, 1996.
(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. 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. 3
to Schedule 13G dated February 14, 1996. This Amendment No.
3 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 various investment
companies. The ownership of one investment company, Fidelity
Low-Priced Stock Fund of the same address, amounted to 716,600
shares. Johnson family members may be deemed to form a
controlling group with respect to FMR Corp. Edward C. Johnson
3d, chairman of FMR Corp., FMR Corp. through its control of
Fidelity, and the Funds each has sole power to dispose of the
shares owned by the Funds. Neither FMR Corp. nor Edward C.
Johnson 3d, has the sole power to vote or direct the voting of
the shares owned directly by Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by
the Funds' Boards of Trustees.
(10) Such shares are as reported on Ingalls & Snyder LLC's
Amendment No. 1 to Schedule 13G dated January 17, 1996.
Ingalls & Snyder LLC is a New York limited liability
company.
(11) Such shares are as reported on The Guardian Life Insurance
Company of America's ("Guardian Life") Schedule 13G dated
February 14, 1996. This Schedule 13G states that Guardian Life
is an insurance company with sole voting and dispositive power
as to 199,000 of such shares; its wholly-owned subsidiary,
Guardian Investor Services Corporation, is investment
advisor to The Guardian Park Ave. Fund and The Guardian Stock
Fund, Inc., each a mutual fund with shared voting and
dispositive power as to 129,500 and 192,500, respectively, of
such shares; and employees of Guardian Life participate in The
Guardian Employees' Incentive Savings Plan and The Guardian Life
Insurance Company of America Master Pension Trust which have
shared voting and dispositive power as to 31,000 and 20,700,
respectively, of such shares.
<PAGE>
<PAGE>
COMPLIANCE WITH SECTION 16(a)
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 1995, and Forms 5 and any amendments thereto
furnished to the Company with respect to 1995, or written
representations that no Forms 5 were required, the Company
believes that each person who at any time during 1995 was a
director, officer, or greater than 10% beneficial owner filed on
a timely basis reports required by Section 16(a) during 1995 and
prior fiscal years.
<PAGE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Kalen, Hixon and Howard served on the Compensation
Committee throughout 1995. 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 1995, Kalen &
Associates received $66,076 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.
<PAGE>
<PAGE>
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 1995, Giant paid
$97,009 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 six 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 1995, the partnership paid Giant $29,842 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.
<PAGE>
<PAGE>
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, 1996, 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, 1995.
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.
<PAGE>
<PAGE>
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 1997 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, 1996.
<PAGE>
<PAGE>
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 29, 1996<PAGE>
<PAGE>
APPENDIX A
PROXY GIANT INDUSTRIES, INC. PROXY
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 16, 1996, 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 29, 1996, and the Proxy Statement,
dated March 29, 1996, as directed on the reverse side hereof.
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 THE
NOMINEE 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.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
<PAGE>
<PAGE>
GIANT INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE LISTED BELOW
AND FOR ITEM 2.
FOR WITHHOLD
1. Election of Director-
NOMINEE: F. Michael Geddes [ ] [ ]
FOR AGAINST ABSTAIN
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, 1996.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
The undersigned acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement.
Dated:______________________, 1996
Signature(s)____________________________________
________________________________________________
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.<PAGE>
<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" reversed
out of 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 Proxy Card Appendix A, second line
after the word "ONLY"
Item: Method of Marking Vote
Description: Oval filled-in in dark ink.
