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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments thereto Filed Pursuant to
Rule 13d-2(a)
(Amendment No. 10)*
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
480-585-8888
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 2000
(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(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
(continued on following pages)
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SCHEDULE 13D
CUSIP No.: 374508 10 9
_____________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Acridge
_____________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________
4. SOURCE OF FUNDS*
PF
_____________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 1,881,687
SHARES ________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,881,687
WITH ________________________________________
10. SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,881,687
_____________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
_____________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
_____________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
* See instructions before filling out
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This Amendment No. 10 to Schedule 13D relates to the Common Stock,
par value $.01 per share, issued by Giant Industries, Inc., a Delaware
corporation (the "Issuer" or the "Company"), and is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended. It amends the amended and restated Schedule 13D filed by
James E. Acridge, dated February 29, 1996, as amended to date. This
Amendment No. 10 amends and supplements the following items as follows:
ITEM 4. PURPOSE OF TRANSACTION.
In April 1994, the Company's Board of Directors (the "Board")
approved a stock repurchase program. On August 7, 2000, the Board
approved the acquisition from Mr. Acridge of up to 100,000 shares of
the Company's Common Stock pursuant to the Company's stock repurchase
program at a price of $7.00 per share, which was the closing price of
the Company's Common Stock on that date. In addition, on August 22,
2000, the Board approved the acquisition from Mr. Acridge of up to
60,000 additional shares of the Company's Common Stock pursuant to the
Company's stock repurchase program at a price of $6.6875, which was the
closing price of the Company's Common Stock on that date. Pursuant to
these August authorizations, Mr. Acridge has sold 129,466 shares to the
Company as of September 13, 2000. Mr. Acridge reserves the right to
sell to the Company all or a portion of the remaining 30,534 shares
previously authorized.
Mr. Acridge initiated a plan to increase the size of the Company's
Board of Directors from five to six members. In accordance with the
plan, a new Class II director was added to the Board of Directors at
its regularly scheduled meeting on September 13, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of the filing of this Amendment No. 10, Mr.
Acridge directly holds 1,794,886 shares of Common Stock representing
approximately 19.7% of the 9,103,009 shares of Common Stock (the
"Outstanding Shares") deemed to be outstanding (based on the number of
outstanding shares of Common Stock reported in the Company's most
recent 10-Q plus the Option Shares described below).
Pursuant to Rule 13d-3, Mr. Acridge may be deemed to be the
beneficial owner of 86,801 shares of Common Stock (the "Option Shares")
by reason of options granted to Mr. Acridge under the Company's 1989
Stock Incentive Plan. Mr. Acridge has a presently exercisable right or
a right exercisable within 60 days to acquire these Option Shares.
Accordingly, Mr. Acridge may be deemed to beneficially own a total
of 1,881,687 shares of Common Stock representing approximately 20.7% of
the Outstanding Shares.
(b) Mr. Acridge has sole voting and dispositive power with
respect to the 1,794,886 shares of Common Stock directly owned by him.
Mr. Acridge will have sole voting and dispositive power with
respect to the 86,801 Option Shares, at such time, if any, as he
exercises such options and acquires such shares.
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(c) Within the last 60 days, Mr. Acridge disposed of 267,527
shares of Common Stock. This disposition was effected through (i)
private sales pursuant to Section 4(1) of the Securities Act of 1933,
as amended (the "Act"), of 530 shares at $7.0625 per share and 5,900
shares at $6.875 per share on July 28, 2000, and 131,631 shares at
$6.9375 per share on August 15, 2000, and (ii) private sales pursuant
to Section 4(2) of the Act, as amended, of 21,500 shares on August 8,
2000, 57,966 on August 9, 2000, and 20,000 shares on August 29, 2000,
each at a price of $7.00 per share, and of 30,000 shares on September
7, 2000, at a price of $6.6875 per share. In addition, on August 14,
2000, Mr. Acridge elected to receive a distribution in cash in lieu of
receiving 843 shares of Company Common Stock attributable to him under
the Company's Employee Stock Ownership Plan. No other transactions in
Common Stock were effected by Mr. Acridge during such 60 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 1,794,786 shares of Common Stock to
various lenders 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.
In connection with a loan to Mr. Acridge made by Lanty L. Smith
that is secured by 144,040 of the 1,794,786 total shares of Common
Stock pledged to various lenders, Mr. Acridge also granted a purchase
option to Mr. Smith for the 144,040 pledged shares at a price of
$10.625 per share. Such option may be exercised at any time after the
earliest of (i) November 22, 1999; (ii) the execution by the Company of
a letter of intent, agreement or other document with respect to a
transaction or series of transactions relating to a corporate
reorganization or other fundamental event that would lead to the
delisting of the capital stock of the Company on the New York Stock
Exchange; or (iii) the occurrence of an event of default under the
stock pledge agreement related to the loan from Mr. Smith to Mr.
Acridge. In addition, if at any time Mr. Acridge tenders payment in
full of all principal and accrued but unpaid interest under the loan,
Mr. Smith has five (5) business days to elect, in his sole discretion,
to either (i) accept such payment and surrender his rights under the
option, or (ii) exercise the option as an offset of the amounts due
under the loan. If the option is not exercised within such five-day
period, it expires. Unless the option expires earlier in connection
with the repayment of the loan by Mr. Acridge, the option expires on
November 22, 2000.
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In connection with a loan to Mr. Acridge made by Robert H. McKee
that is secured by 96,961 of the 1,794,786 total shares of Common Stock
pledged to various lenders, Mr. Acridge also granted a purchase option
to Mr. McKee for the 96,961 pledged shares at a price of the lower of
$12.00 per share or the average daily closing price on the New York
Stock Exchange from December 30, 1999 to the date the option is
exercised. Such option may be exercised at any time after the earliest
of (i) December 29, 2001 or (ii) the execution by Giant Industries,
Inc. ("Giant") of a letter of intent, agreement or other document with
respect to a transaction or series of transactions relating to a
corporate reorganization or other fundamental event that would lead to
the delisting of the capital stock of Giant on the New York Stock
Exchange. In addition, if at any time Mr. Acridge tenders payment in
full of all principal and accrued but unpaid interest under the loan,
the lender has five (5) business days to elect, in his sole discretion,
to either (i) accept such payment and surrender his rights under the
option, or (ii) exercise the option as an offset of the amounts due
under the loan. If the option is not exercised within such five-day
period, it expires. Unless the option expires earlier in connection
with the repayment of the loan by Mr. Acridge, the option expires on
December 29, 2001.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is attached to this Schedule 13D:
Exhibit 1. Stock Option Agreement
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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: September 13, 2000
/s/ JAMES E. ACRIDGE
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James E. Acridge
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EXHIBIT INDEX
EXHIBIT
1. Stock Option Agreement
