0000921564-01-500002.txt : 20011101
0000921564-01-500002.hdr.sgml : 20011101
ACCESSION NUMBER: 0000921564-01-500002
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011030
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GIANT INDUSTRIES INC
CENTRAL INDEX KEY: 0000856465
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
IRS NUMBER: 860642718
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-40580
FILM NUMBER: 1770090
BUSINESS ADDRESS:
STREET 1: 23733 N SCOTTSDALE RD
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
BUSINESS PHONE: 4805858888
MAIL ADDRESS:
STREET 1: 23733 N SCOTTSDALE RD
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ACRIDGE JAMES E
CENTRAL INDEX KEY: 0000921564
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 23733 N SCOTTSDALE RD
CITY: SCOTTSDALE
STATE: AR
ZIP: 85255
BUSINESS PHONE: 4805858888
MAIL ADDRESS:
STREET 1: 23733 N SCOTTSDALE RD
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
SC 13D/A
1
sc13da.txt
SCHEDULE 13D AMENDMENT
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. 11)*
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)
October 11, 2001
(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)
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 1,553,088
SHARES ________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 168
EACH ________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,553,088
WITH ________________________________________
10. SHARED DISPOSITIVE POWER
168
_____________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,256
_____________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
Excludes 200 shares owned by the Reporting Person's wife.
_____________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18%
_____________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
* See instructions before filling out
This Amendment No. 11 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. 11 amends and supplements the following items as follows:
ITEM 4. PURPOSE OF TRANSACTION.
On October 9, 2001, the Company's Board of Directors (the "Board")
approved the acquisition of up to 400,000 shares of the Company's
Common Stock from Mr. Acridge at a price equal to the closing price of
the Company's Common Stock on the New York Stock Exchange on the date
the conditions to purchase set by the Board were satisfied, including
the receipt of necessary bank waivers and consents. The conditions were
met on October 11, 2001, and the price on that date was $8.80. Pursuant
to this authorization, Mr. Acridge sold 137,451 shares to the Company
on October 11, 2001, 83,000 shares on October 12, 2001, 30,000 shares
on October 16, 2001, 46,000 shares on October 17, 2001, and 103,549
shares on October 23, 2001.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of the filing of this Amendment No. 11, Mr.
Acridge directly holds 1,497,288 shares of Common Stock representing
approximately 17.36% of the 8,626,979 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 55,800 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.
Under Rule 13d-3, Mr. Acridge also may be deemed to be the
beneficial owner of 168 shares of Common Stock allocated to him by
virtue of his participation in the Giant Industries, Inc. and
Affiliated Companies 401(k) Plan (the "401(k) Plan") and 200 shares of
Common Stock owned by his wife. Under Rule 13d-4, however, Mr. Acridge
disclaims beneficial ownership of the 200 shares of Common Stock owned
by his wife.
Accordingly, Mr. Acridge may be deemed to beneficially own a total
of 1,553,256 shares of Common Stock representing approximately 18% of
the Outstanding Shares.
(b) Mr. Acridge has sole voting and dispositive power with
respect to the 1,497,288 shares of Common Stock directly owned by him.
Mr. Acridge will have sole voting and dispositive power with
respect to the 55,800 Option Shares, at such time, if any, as he
exercises such options and acquires such shares.
As a participant in the 401(k) Plan, Mr. Acridge has the power to
direct the trustee as to voting, and has shared dispositive power with
the trustee with respect to the disposition, of the 168 shares of
Common Stock allocated to his account in accordance with the terms of
the 401(k) Plan. The trustee is Fidelity Management Trust Company, 82
Devonshire Street, C8A, Boston, Massachusetts 02109.
Although under Rule 13d-3 Mr. Acridge may be deemed to be the
beneficial owner of the 200 shares of Common Stock owned by his wife,
Mr. Acridge disclaims beneficial ownership of such shares under Rule
13d-4. As such, he does not share voting or dispositive power of such
shares with his wife. Sole voting and dispositive power over such
shares is held by his wife.
(c) Within the last 60 days, Mr. Acridge disposed of 400,000
shares of Common Stock. This disposition was effected through private
sales pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), of 137,451 shares on October 11, 2001, 83,000
shares on October 12, 2001, 30,000 shares on October 16, 2001, 46,000
shares on October 17, 2001, and 103,549 shares on October 23, 2001.
The purchase price for all the shares was $8.80 per share. 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 1,467,566 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 Robert H. McKee
that is secured by 96,961 of the 1,467,566 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.
In addition, in connection with a loan to Mr. Acridge made by
Lanty L. Smith that was secured by 144,040 shares of Common Stock, 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 could have
been 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 tendered payment
in full of all principal and accrued but unpaid interest under the
loan, Mr. Smith had 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 was not exercised within such
five-day period, it expired. Unless the option expired earlier in
connection with the repayment of the loan by Mr. Acridge, the option
expired on November 22, 2000. Although the option technically expired
on November 22, 2000, a dispute has arisen between Mr. Acridge and Mr.
Smith that could impact the shares subject to the option.
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: October 30, 2001
/s/ JAMES E. ACRIDGE
----------------------------------
James E. Acridge