<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 11-K
_____________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ______ to ______.
Commission File Number: 1-10398
(A) Full title of the plan and address of the plan if different
from that of the issuer named below:
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
(B) Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
GIANT INDUSTRIES, INC.
23733 North Scottsdale Road
Scottsdale, Arizona 85255
<PAGE>
REQUIRED INFORMATION
Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedule of the Plan for the two fiscal years ended
December 31, 1999 and 1998, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto as Appendix 1
and incorporated herein by this reference.
EXHIBITS
Exhibit 23.1 - Independent Auditors' Consent
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
GIANT INDUSTRIES, INC. AND AFFILIATED
COMPANIES 401(k) PLAN
Date: June 28, 2000 Signature: /s/ Kim H. Bullerdick
-------------------------------
Kim H. Bullerdick
Vice President, General Counsel,
and Secretary
Date: June 28, 2000 Signature: /s/ Gary R. Dalke
-------------------------------
Gary R. Dalke, Vice President,
Controller, Accounting Officer
and Assistant Secretary
Date: June 28, 2000 Signature: /s/ Charley Yonker, Jr.
-------------------------------
Charley Yonker, Jr.,
Vice President, Human Resources
<PAGE>
APPENDIX 1
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
FINANCIAL STATEMENTS AS OF AND
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999,
AND INDEPENDENT AUDITORS' REPORT
<PAGE>
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-9
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999 -
Assets Held for Investment Purposes at End of Year 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Giant Industries, Inc. and Affiliated Companies 401(k) Plan
Scottsdale, Arizona
We have audited the accompanying statements of net assets available for
benefits of the Giant Industries, Inc. and Affiliated Companies 401(k) Plan
(the "Plan") as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Fidelity Management Trust
Company, the Trustee of the Plan, and transactions in those assets were
excluded from the scope of our audit of the Plan's 1998 financial statements,
except for comparing the information provided by the Trustee, which is
summarized in Note 4, with the related information included in the financial
statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements
as of December 31, 1998 and for the year then ended. The form and content of
the information included in the 1998 financial statements, other than that
derived from the information certified by the Trustee, have been audited by
us and, in our opinion, are presented in compliance with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
In our opinion, the financial statements, referred to above, of the Plan, as
of December 31, 1999, and for the year then ended present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 1999, and the changes in net assets available for benefits for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.
-1-
<PAGE>
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999, was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule as of
December 31, 1999 on page 10 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures
applied in our audit of the basic 1999 financial statements and, in our
opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
June 13, 2000
Phoenix, Arizona
-2-
<PAGE>
<TABLE>
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
INVESTMENTS - At Fair Value $24,220,410 $16,906,522
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,379,143 1,216,956
PARTICIPANT CONTRIBUTIONS RECEIVABLE 110,913 106,272
ACCRUED INTEREST RECEIVABLE 105
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $25,710,571 $18,229,750
=========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
<TABLE>
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ADDITIONS:
Contributions:
Participants $ 2,976,647 $ 2,670,081
Employer 1,379,143 1,216,956
Rollover 1,593,018
Transfer from Phoenix Fuels, Inc. 401(k) Plan 2,467,139
----------- -----------
Total contributions 4,355,790 7,947,194
----------- -----------
Investment income:
Interest and dividends 2,164,557 1,403,520
Net appreciation in fair value of investments 2,618,292 1,509,046
----------- -----------
Total investment income 4,782,849 2,912,566
----------- -----------
Total additions 9,138,639 10,859,760
----------- -----------
DEDUCTIONS:
Distributions to participants 1,655,869 1,683,723
Administrative fees 1,949 618
----------- -----------
Total deductions 1,657,818 1,684,341
----------- -----------
NET INCREASE 7,480,821 9,175,419
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 18,229,750 9,054,331
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $25,710,571 $18,229,750
=========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE PLAN
The following brief description of the Giant Industries, Inc. and
Affiliated Companies 401(k) Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement
for more complete information.
GENERAL - The Plan was established July 1, 1993. Employees of Giant
Industries, Inc. and Affiliated Companies (the "Company") are eligible to
participate in the Plan on the January 1 or July 1 following one year of
service. One year of service means a minimum of 1,000 hours worked during a
Plan year. Employees are able to make pre-tax contributions to the Plan, and
the Company may contribute to the Plan as well. The Plan is subject to
various regulations, particularly those included under Internal Revenue Code
Section 401(k) and the Employee Retirement Income Security Act of 1974
("ERISA").
CONTRIBUTIONS - Voluntary salary reductions may be elected by the
participant. These pre-tax salary reductions are contributed to the Plan by
the participant and range from 1 percent to 15 percent of compensation. The
Company's discretionary matching contribution in 1999 and 1998 was 50 percent
of every dollar contributed by the participant up to a maximum of 6 percent
of compensation. Participants must be employed by the Company on the last day
of the Plan year to be eligible for Company discretionary matching
contributions.
DISTRIBUTIONS - Distributions to participants may occur upon participant
termination from the Company, total disability, retirement, death or hardship
as defined by government regulations. A participant may elect to either
receive a lump-sum amount equal to the value of the participant's vested
interest in his or her account or rollover the balance to another qualified
retirement account. The Plan had no participant benefit distributions payable
at December 31, 1999 and 1998, respectively.
VESTING - Employee contributions to the Plan and the earnings on these
contributions are 100 percent vested and nonforfeitable at all times. For
1999 and 1998, Company contributions to the Plan and the earnings on these
contributions are also 100 percent vested.
PARTICIPANT ACCOUNTS - For each participant, various accounts are
maintained to record employee pre-tax salary reductions and Company matching
contributions. The benefit to which a participant is entitled is the total
benefit which can be provided from the combined amount of these participant
accounts.
PLAN ADMINISTRATION - The Company administers the Plan through a 401(k)
Administrative Committee comprised of three employees who are appointed by
the Company's Board of Directors. All expenses pertaining to the
administration of the Plan are being paid by the Company, at the Company's
option. Fidelity Management Trust Company acts as the Plan's Trustee,
Custodian and recordkeeper.
-5-
<PAGE>
AMENDMENTS - The Plan was amended once in 1999, such that, as soon as
deemed administratively feasible by the Administrative Committee,
participants of the Plan will be allowed participant loans and hardship
withdrawals from their accounts subject to a $1,000 minimum amount and, in
the event contributions to the Plan in any year on behalf of an employee
exceeded the annual contribution limit specified in Section 415 of the
Internal Revenue Code, Plan contributions would be reduced in the following
order:
- Reducing the employee's contribution to the 401(k) Savings Plan for
the affected year and, if required by law, reducing the amount of the
Company's associated matching contribution.
- Reducing the Company's contribution to the ESOP on behalf of the
employee.
- Reducing the amount of the Company's matching contribution to the
401(k) Savings Plan on behalf of the employee.
In 1998, the Plan was amended such that, effective July 1, 1998,
participants of the Plan do not need to meet an age requirement, prior
service credit was granted to individuals who became employees of the Company
in connection with the Company's purchase of certain assets from Kaibab
Industries, Inc., and, in the case of a direct rollover of an eligible
rollover distribution from the Kaibab Plans, the transfer may include a
participant note.
PLAN TERMINATION - While it is the Company's intention to continue the
Plan, the Company has the right at any time to terminate the Plan. Since all
participants are 100 percent vested, participants would receive 100 percent
of amounts credited to their account upon liquidation and distribution of
Plan assets.
PLAN MERGER - Effective January 1, 1998, the Phoenix Fuel Co., Inc.
Section 401(k) Savings Plan (the "Phoenix Fuel Plan") was merged into the
Plan. As a result of the merger, all of the participant accounts and assets
of the Phoenix Fuel Plan were transferred to the Plan. Such transfer was
completed on January 14, 1998.
INVESTMENT OPTIONS - Contributions to the Plan are invested at the
designation of the participants. The investments are held by Fidelity
Investments. During 1999 and 1998, the Plan offered participants the
following investment options as described in the applicable fund's
prospectus. Effective as soon as deemed administratively feasible by the
Administrative Committee, the Fidelity Freedom Fund will become an investment
option.
1) FIDELITY RETIREMENT GOVERNMENT MONEY MARKET FUND - Seeks
preservation of capital, current income and liquidity from money market
instruments issued by the United States Government or its agencies.
2) FIDELITY GOVERNMENT INCOME FUND - Seeks a high level of current
income by investing primarily in United States Government securities whose
interest is exempt from most state and local tax.
3) FIDELITY ASSET MANAGER PORTFOLIO FUND - Seeks a high total return
over the long-term by allocating its assets among stocks, bonds and money
market instruments.
4) FIDELITY ASSET MANAGER GROWTH FUND - Seeks a high total return over
the long-term by allocating its assets among stocks, bonds and money market
instruments, with an emphasis on growth stocks.
-6-
<PAGE>
5) FIDELITY CONTRAFUND - Seeks a high capital appreciation by investing
in stocks.
6) FIDELITY AGGRESSIVE GROWTH FUND - Seeks long-term capital
appreciation by investing mainly in equity securities of emerging growth
companies believed to be in the developing stage of their lifecycle and
offering the potential for accelerated earnings or revenue growth.
7) FIDELITY DIVERSIFIED INTERNATIONAL FUND - Seeks capital growth by
investing primarily in common stocks of foreign issuers selected using
computer-aided quantitative analysis supported by fundamental analysis.
8) FIDELITY SPARTAN U.S. EQUITY INDEX FUND - Seeks to provide
investment results that correspond to the price and yield performance of
publicly-traded common stocks in the aggregate, as represented by the
Standard and Poor's 500, by investing the Fund's net assets in the stocks
that comprise the Index and Stock Index Futures.
9) GIANT INDUSTRIES, INC. STOCK FUND - Invests 100 percent in the
common stock of Giant Industries, Inc. (effective January 1, 1999).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are presented
on the accrual basis of accounting and, accordingly, revenues and expenses
are recorded in the year earned or incurred, respectively.
INVESTMENT VALUATION AND INCOME RECOGNITION - Plan investments are
stated at fair value, which is measured by quoted market prices. Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
PARTICIPANT LOANS - The Plan does not allow participants to take loans
from their accounts. An amendment to the Plan was made, however, for
participants who became eligible to participate in the Plan in connection
with the purchase by the Company of certain assets from Kaibab Industries,
Inc. in July 1998. Kaibab Industries, Inc. employees were allowed to transfer
their outstanding loans, under the original provisions of the Kaibab
Industries, Inc. 401(k) Plan, into the Plan subject to the original
provisions. At December 31, 1999, $12,482 was due from participants with
interest rates ranging from 8.25 percent to 9.5 percent per year.
BENEFITS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
necessarily requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
-7-
<PAGE>
3. INVESTMENTS
Investments consist of the following:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Fidelity Contrafund $ 9,157,849 $ 6,811,882
Fidelity Asset Manager Growth Fund 3,459,893 2,766,033
Fidelity Aggressive Growth Fund 3,458,462 1,056,014
Fidelity Asset Manager Portfolio Fund 2,231,237 1,761,298
Fidelity Spartan U.S. Equity Index Fund 1,892,132 1,507,022
Fidelity Retirement Government Money Market Fund 1,623,785 1,208,264
Fidelity Government Income Fund 1,426,517 1,271,192
Fidelity Diversified International Fund 758,991 488,918
Giant Industries, Inc. Stock Fund 188,915
Participant notes receivable 12,482 35,899
Cash 10,147
----------- -----------
Total $24,220,410 $16,906,522
=========== ===========
</TABLE>
During the Plan years ended December 31, 1999 and 1998, the Plan's
investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated in value by $2,618,292 as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Mutual funds $ 2,613,608 $ 1,509,046
Common stock 4,684
----------- -----------
Net appreciation in fair value of investments $ 2,618,292 $ 1,509,046
=========== ===========
</TABLE>
4. INFORMATION CERTIFIED BY THE TRUSTEE (Unaudited)
The following is a summary of the unaudited information regarding the
Plan, included in the Plan's financial statements and supplemental schedules
as of December 31, 1998 and for the year then ended, that was prepared or
derived from information prepared by the Trustee and furnished to the Plan's
Administrator.
a. Statements of Net Assets Available for Benefits, except for
contributions receivable.
b. Statements of Changes in Net Assets Available for Benefits, except
for contributions and distributions.
c. Information by fund for the above captioned items included in the
financial statements and notes to financial statements.
d. Supplemental schedule.
The Plan's Administrator has obtained a certification from the Trustee
that such information is complete and accurate.
-8
<PAGE>
5. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter dated December 30,
1996, in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is an affiliate of the Trustee as defined
by the Plan and, therefore, these transactions qualify as party-in-interest
transactions. Fees paid by the Plan for the investment management services
amounted to $1,949 and $618 for the years ended December 31, 1999 and 1998,
respectively.
* * * * * *
-9-
<PAGE>
<TABLE>
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999
Schedule of Assets Held for Investment Purposes at End of Year
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN E
-------- ------------------- --------------------------------------------- ----------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, CURRENT
SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE VALUE
------------------- --------------------------------------------- ----------
<S> <C> <C> <C>
* Fidelity Retirement
Government Money
Market fund Money Market Fund - 1,623,785.140 shares $ 1,623,785
* Fidelity Government
Income Fund Mutual Fund - 152,568.698 shares 1,426,517
* Fidelity Asset Manager
Portfolio Fund Mutual Fund - 121,394.811 shares 2,231,237
* Fidelity Asset Manager
Growth Fund Mutual Fund - 175,896.942 shares 3,459,893
* Fidelity Contrafund Mutual Fund - 152,579.954 shares 9,157,849
* Fidelity Aggressive
Growth Fund Mutual Fund - 57,998.690 shares 3,458,462
* Fidelity Diversified
International Fund Mutual Fund - 29,264.949 shares 758,991
* Fidelity Spartan U.S.
Equity Index Fund Mutual Fund - 36,324.294 shares 1,892,132
* Giant Industries, Inc.
Stock Fund Stock Fund - 22,557 shares 188,915
* Participant Notes Participant loans, interest at 8.25% to 9.5%,
Receivable maturing from 2000 to 2002 12,482
Cash 10,147
-----------
Total assets held for investment purposes $24,220,410
===========
*Party-in-interest
</TABLE>
-10-
