<PAGE>
------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response . . . 14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Giant Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
374508109
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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 five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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>
- -------------------
CUSIP No. 374508109 13G
- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
Number of Shares -0-
----------------------------------------------------------
Beneficially Owned 6 SHARED VOTING POWER
by Each Reporting 1,761
----------------------------------------------------------
Person With 7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,223,911
----------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,911
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
<PAGE>
- -------------------
CUSIP No. 374508109 13G
- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bank of America NT&SA, as a trustee and a co-trustee
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
Number of Shares -0-
-------------------------------------------------------
Beneficially Owned 6 SHARED VOTING POWER
by Each Reporting 1,761
-------------------------------------------------------
Person With 7 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,223,911
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,911
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
<PAGE>
Item 1 (a) Name of Issuer: Giant Industries, Inc.
(b) Address of Issuer's 23733 N. Scottsdale Road
Principal Executive Scottsdale, AZ 85255
Offices:
Item 2 (a) Names of Person BankAmerica Corporation
Filing: ("BAC")
Bank of America NT&SA
("BANTSA")
(b) Address of Principal (For BAC and BANTSA)
Business Offices: 555 California Street
San Francisco, CA 94104
(c) Citizenship: BAC is organized under
the laws of Delaware. BANTSA is a
national banking association
organized under the laws of
the United States.
(d) Title of Class of Common Stock
Securities:
(e) CUSIP Number: 374508109
Item 3 If this statement is filed pursuant to Rules 13d-1(b)or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section15 of the Act
(b) [X] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19)of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
ss.240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
Page 4
<PAGE>
(h) [ ]Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4 Ownership*
(a) Amount Beneficially Owned:
BAC 1,223,911
BANTSA 1,223,911
(b) Percent of Class:
BAC 11.1%
BANTSA 11.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC 0
BANTSA 0
(ii) shared power to vote or direct the vote:
BAC 1,761
BANTSA 1,761
(iii) sole power to dispose or direct the disposition of:
BAC 0
BANTSA 0
(iv) shared power to dispose or direct the disposition of:
BAC 1,223,911
BANTSA 1,223,911
- ----------
* By virtue of the corporate relationships between Reporting Persons as
described in Item 7, BAC (the parent company) may be deemed to possess indirect
beneficial ownership of shares beneficially owned directly by its subsidiaries.
Similarly, higher tier BAC subsidiaries may be deemed to possess indirect
beneficial ownership of shares beneficially owned directly by lower tier BAC
subsidiaries. The power to vote and to dispose of shares may be deemed to be
shared between entities due to their corporate relationships.
Page 5
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7 Identification and Classification of the Subsidiaries
Which Acquired the Security Being Reported on by the
Parent Holding Company.
See Item 2. The entity described below is a
wholly-owned subsidiary of BAC, which is a registered
bank holding company. BANTSA is a bank as defined in
Section 3(a)(6) of the Act.
Item 8 Identification and Classification of Members of the
Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 1 Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Page 6
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 6, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact (signing resolutions
and powers of attorney are incorporated by reference to
Schedule 13G Amendment #2 relating to Anaren Microwave,
Inc.)
Page 7
<PAGE>
EXHIBIT A
---------
Joint Filing Agreement
----------------------
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely filing
of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Date: February 6, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact (signing resolutions
and powers of attorney are incorporated by reference to
Schedule 13G Amendment #2 relating to Anaren Microwave,
Inc.)
Page 8
