-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGtiwGyuwRNlobNll71d9DR/BD5CUFMTS7KsFPSaZ6XublwIMv4PKHyUzcVgm2AJ 59YG+RXJR2hDswvgSt5rYw== 0000921564-97-000002.txt : 19971009 0000921564-97-000002.hdr.sgml : 19971009 ACCESSION NUMBER: 0000921564-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971008 SROS: NYSE 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: SEC FILE NUMBER: 005-40580 FILM NUMBER: 97692575 BUSINESS ADDRESS: STREET 1: 23733 N SCOTTSDALE RD CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 6025858888 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: 6025858888 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 7 RELATING TO GIANT INDUSTRIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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 602-585-8888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 1997 (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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No.: 374508 10 9 _______________________________________________________________________ 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James E. Acridge S.S. Number: ###-##-#### _______________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [ ] _______________________________________________________________________ 3. SEC USE ONLY _______________________________________________________________________ 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF _______________________________________________________________________ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _______________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 2,444,036 SHARES _________________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 163,262 EACH _________________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,444,036 WITH _________________________________________ 10. SHARED DISPOSITIVE POWER 163,262 _______________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,607,298 _______________________________________________________________________ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] _______________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4 _______________________________________________________________________ 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN _______________________________________________________________________ This Amendment No. 7 to Schedule 13D relates to the Common Stock, par value $.01 per share, issued by Giant Industries, Inc., a Delaware corporation, 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. This Amendment No. 7 amends and supplements Item 5 and Item 6 as follows. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of the filing of this Amendment No. 7, Mr. Acridge directly holds 2,315,892 shares of Common Stock representing approximately 20.8% of the 11,144,281 shares of Common Stock (the "Outstanding Shares") deemed to be outstanding (based on information 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 121,714 shares of Common Stock (the "Option Shares") by reason of options granted to Mr. Acridge under the 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 may also be deemed to be the beneficial owner of 163,262 shares of Common Stock allocated to him by virtue of his participation in the Giant Industries, Inc. Employee Stock Ownership Plan (the "ESOP"). Under Rule 13d-3, Mr. Acridge may also be deemed to be the beneficial owner, pending probate, of 6,430 shares of Common Stock by virtue of being the personal representative of his father's estate. Accordingly, Mr. Acridge may be deemed to beneficially own a total of 2,607,298 shares of Common Stock representing approximately 23.4% of the Outstanding Shares. (b) Mr. Acridge has sole voting and dispositive power with respect to the 2,315,892 shares of Common Stock directly owned by him. Mr. Acridge will have sole voting and dispositive power with respect to the 121,714 Option Shares, at such time as he exercises such options and acquires such shares. As a participant in the ESOP, Mr. Acridge has the power to direct the trustee as to voting, and has shared dispositive power with the trustee with respect to disposition, of the 163,262 shares of Common Stock allocated to his account in accordance with the terms of the ESOP. The trustee is Bank of America NT&SA, located at 555 California Street, San Francisco, California 94104. Mr. Acridge has sole voting and dispositive power with respect to the 6,430 shares he holds as personal representative of his father's estate, subject to the pending probate and his obligations as personal representative. (c) Within the last sixty days, Mr. Acridge disposed of 100,000 shares of Common Stock. This disposition was effected through sales on August 29, 1997 of 25,000 shares at a price of $18.75 per share, on September 9, 1997 of 25,000 shares at a price of $20.4375 per share, and on September 9, 1997 of 50,000 shares at a price of $19.75 per share, all through transactions pursuant to Rule 144. No other transactions in Common Stock were effected by Mr. Acridge during such sixty 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 2,006,141 shares of Common Stock to various financial institutions 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. 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 6, 1997 /s/ JAMES E. ACRIDGE ---------------------------------- James E. Acridge -----END PRIVACY-ENHANCED MESSAGE-----