-----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, JLX9qnzEio8xQd/HPFGJQRhKH2Gld8kTND86scadj8jiA8ZMFVjwidDcyVnLy5Jz hEZLCtb6t7BSGCaPMdPnhg== 0000856465-01-500010.txt : 20010702 0000856465-01-500010.hdr.sgml : 20010702 ACCESSION NUMBER: 0000856465-01-500010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 001-10398 FILM NUMBER: 1671617 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 11-K 1 form11k-esop.txt GIANT IND. INC. & AFFILIATED COMPANIES ESOP 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, 2000 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: EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES (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 REQUIRED INFORMATION Employee Stock Ownership Plan of Giant Industries, Inc. and Affiliated Companies (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 schedules of the Plan for the two fiscal years ended December 31, 2000 and 1999, 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 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. EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES Date: June 28, 2001 Signature: /s/ Kim H. Bullerdick ------------------------------- Kim H. Bullerdick Vice President, General Counsel, and Secretary Date: June 28, 2001 Signature: /s/ Gary R. Dalke ------------------------------- Gary R. Dalke, Vice President, Controller, Accounting Officer and Assistant Secretary Date: June 28, 2001 Signature: /s/ Charley Yonker, Jr. ------------------------------- Charley Yonker, Jr., Vice President, Human Resources APPENDIX 1 EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000, AND INDEPENDENT AUDITORS' REPORT EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-6 SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000: Form 5500, Schedule H, Part IV, Schedule of Assets Held for Investment Purposes at End of Year 7 Form 5500, Schedule H, Part IV, Schedule of Assets Both Acquired and Disposed of Within the Plan Year 8 Form 5500, Schedule H, Part IV, Schedule of Reportable Transactions 9 INDEPENDENT AUDITORS' REPORT Administrative Committee Employee Stock Ownership Plan of Giant Industries, Inc. and Affiliated Companies Scottsdale, Arizona We have audited the accompanying statements of net assets available for benefits of the Employee Stock Ownership Plan of Giant Industries, Inc. and Affiliated Companies (the "Plan") as of December 31, 2000 and 1999, 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. 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. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. As described in Note 6, in September 2000, the Company's Board of Directors approved the merger of the Plan into the Giant Industries, Inc. and Affiliated Companies 401(k) Plan. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as of and for the year ended December 31, 2000 on pages seven through nine are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. The supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 2000 financial statements taken as a whole. DELOITTE & TOUCHE LLP Phoenix, Arizona April 26, 2001 -1- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999
2000 1999 ----------- ----------- ASSETS INVESTMENTS AT FAIR VALUE (Note 3): Cash and cash equivalents $ 18,885 $ - Common stock of Giant Industries, Inc. 8,686,497 11,221,930 Wells Fargo pooled equity and income funds 2,942,417 2,951,746 ML Lee Acquisition Fund - 5,559 Limited partnership 6,240 7,200 Loans to participants 32,784 35,732 ----------- ----------- Total investments at fair value 11,686,823 14,222,167 INTEREST AND DIVIDENDS RECEIVABLE 282 624 OTHER RECEIVABLES 1,772 2,647 ----------- ----------- Total assets 11,688,877 14,225,438 ----------- ----------- LIABILITIES DISTRIBUTION PAYABLE TO GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES 401(k) PLAN (Note 6) 11,688,877 - ACCRUED LIABILITIES - 9,272 ----------- ----------- Total liabilities 11,688,877 9,272 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ - $14,216,166 =========== ===========
See notes to financial statements. -2- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999 ------------ ----------- ADDITIONS: Employer contribution $ 825,000 $ 3,000,000 Investment income 13,186 16,687 Miscellaneous income 145 300 ------------ ----------- Total additions 838,331 3,016,987 ------------ ----------- DEDUCTIONS: Transfer to Giant Industries, Inc. and Affiliated Companies 401(k) Plan (Note 6) 11,688,877 - Distributions to participants 1,857,484 2,889,399 Net depreciation in fair value of investments (Note 3) 1,508,136 62,023 ------------ ----------- Total deductions 15,054,497 2,951,422 ------------ ----------- (DECREASE) INCREASE IN NET ASSETS (14,216,166) 65,565 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 14,216,166 14,150,601 ------------ ----------- End of Year $ - $14,216,166 ============ ===========
See notes to financial statements. -3- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 1. DESCRIPTION OF THE PLAN GENERAL - The following description of the Employee Stock Ownership Plan of Giant Industries, Inc. (the "Company") and Affiliated Companies (the "Plan") as of December 31, 2000 is provided for general information purposes only. See Note 6 for information related to the merger of the Plan into the Giant Industries, Inc. and Affiliated Companies 401(k) Plan. Participants should refer to the Plan Document for more complete information. The Plan is a noncontributory defined contribution plan which covers all eligible employees. The purpose of the Plan is to enable participants to share in the ownership of the Company. The Summary Plan Description describes the Plan, including contribution allocations, termination, vesting and benefit provisions. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. CONTRIBUTIONS - The Plan provides for a contribution from the Company from its current or accumulated net income as may be determined annually at the discretion of its Board of Directors. DISTRIBUTIONS - No distributions from the Plan are made until a participant retires, reaches age 59-1/2 with 10 years of participation in the Plan, dies, or otherwise terminates employment. Distributions may be made in cash or, if a participant elects, in the form of Company stock plus cash for any fractional shares. PARTICIPATION AND VESTING - Each employee hired on or after July 1, 1993 shall become a participant on his or her participation date, which is defined as the January 1 or July 1 coincident with or next following the date on which the employee shall have completed one year of service. The participation date of any employee hired prior to July 1, 1993 shall be determined in accordance with the terms of the Plan prior to the seventh amendment. Participants' interests in their accounts vest over a seven-year period. In the event the Plan is terminated by the Company, all participants would immediately become 100 percent vested in their accrued benefits as of the date of Plan termination (Note 6). PARTICIPANT ACCOUNTS are maintained as follows: a. ASSET ACCOUNT - For interests in assets of the Plan other than Company stock. b. SECTION 1042 EMPLOYER STOCK ACCOUNT - For interests in Company stock acquired by the Plan prior to December 21, 1989 in a transaction which qualified for nonrecognition of gain under Internal Revenue Code (the "Code") Section 1042. c. UNRESTRICTED EMPLOYEE STOCK ACCOUNT - For interests in Company stock not acquired in a transaction qualifying for nonrecognition of gain under Section 1042 of the Code. ALLOCATIONS - Each participant's account is credited with an allocation of the Company's contribution, investment income and forfeitures of terminated participants' non-vested accounts. Allocations to participant accounts are made on a formula based on the ratio that each participant's compensation, as defined, during the Plan year, bears to the compensation of all such participants. PLAN ADMINISTRATION - The Company administers the Plan through an Administrative Committee comprised of three employees who are appointed by the Company's Board of Directors. Most expenses pertaining to the administration of the Plan are being paid by the Company, at the Company's option. Wells Fargo is the Plan's Trustee and Custodian, and Boyce & Associates is the Plan's recordkeeper. -4- AMENDMENTS - The Plan was amended 12 times prior to 2000. The Plan was not amended in 2000. INVESTMENTS - The Plan's investments consist of the Company's common stock, mutual and pooled funds, an investment in a limited partnership and loans to participants. The mutual fund investments consist primarily of Wells Fargo pooled equity and fixed income funds. All investments are nonparticipant-directed. PARTICIPANT LOANS - After five years' participation in the Plan, participants may borrow from their accounts up to a maximum of $50,000 or 50 percent of their account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates commensurate with local prevailing rates as determined by the Plan Administrator. The loan shall be repaid within a period not to exceed five years, unless the loan is used to acquire any dwelling unit as a principal residence of the participant. In such circumstances, the Administrative Committee will determine the loan's repayment term at the time the loan is made. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America. The accounting records of the Plan are maintained on the accrual basis of accounting and, accordingly, revenues and expenses are recorded in the year earned or incurred. Investments are stated at fair value. The fair value of the Company's common stock is determined based on quoted market prices as of the Plan's year-end. Fair values for the Wells Fargo pooled equity and income funds are determined based on net asset values for the funds as reported by the bank. The fair value of the limited partnership is management's best estimate based on an independent appraisal provided by Wells Fargo. Loans to participants are valued at cost which approximates fair value. Interest and dividend income is recorded on the accrual basis. Distributions to participants are recorded when paid or, for Plan participants who have requested payment of their account in stock, at the market value of the stock on the date that the shares are reregistered in the name of the participant. 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 net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits. -5- 3. INVESTMENTS The following presents the investments that represent 5 percent or more of the Plan's net assets at December 31:
2000 1999 Giant Industries, Inc. Common Stock, 1,187,897 and 1,339,932 shares, respectively $ 8,686,497 $11,221,930 Wells Fargo Core Equity Fund for EBT, 2,196 shares 678,505 790,906 Short Intermediate Term Fund for EBT, 18,453 and 75,791, shares, respectively 292,838 1,117,598
Net (depreciation) appreciation in fair value of the Plan's investments (including investments bought, sold and held during the period) for the years ended December 31 consists of the following:
2000 1999 Giant Industries, Inc. Common Stock $(1,421,725) $ (446,798) Wells Fargo pooled equity and income funds (79,892) 384,000 ML Lee Acquisition Fund (5,559) 175 Recorp. Mtg. Investors II (960) 600 ----------- ----------- Net depreciation $(1,508,136) $ (62,023) =========== ===========
4. FEDERAL INCOME TAX STATUS The Plan obtained its latest determination letter on April 2, 1997, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the 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 Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are managed by Wells Fargo. Wells Fargo is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. 6. PLAN MERGER In September 2000, the Company's Board of Directors approved the merger of the Plan into the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the "401(k) Plan"). Effective January 1, 2001, the net assets of the Plan were merged into the 401(k) Plan and the Plan was terminated. The 401(k) Plan is administered by and through Fidelity Management Trust Company, which acts as the 401(k) Plan's Trustee, Custodian, and recordkeeper. All Plan participants who were employees of the Company on or after January 1, 2001 became fully and immediately vested, unless their account balances were previously forfeited under the terms of the Plan, 401(k) Plan and applicable law. The 401(k) Plan was amended to permit participants to elect to receive distributions from accounts transferred from the Plan to the 401(k) Plan in the form of cash, or Company stock, or in cash and Company stock, and to receive a distribution of all or any portion of their account balances, without terminating employment, after attainment of age 59-1/2. In April 2001, the net assets and participant account balances of the terminated Plan, which were merged into the 401(k) Plan effective January 1, 2001, including investment net earnings through the date of transfer, were transferred from Wells Fargo, the Trustee and Custodian of the Plan, to Fidelity Management Trust Company, the Trustee, Custodian, and recordkeeper of the 401(k) Plan. -6- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES FORM 5500, SCHEDULE H, PART IV SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000
- ------------------- --------------------------------------------- ----------- ----------- IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING BORROWER, LESSOR OR COLLATERAL, RATE OF INTEREST, MATURITY CURRENT SIMILAR PARTY DATE, PAR OR MATURITY VALUE COST VALUE - ------------------- --------------------------------------------- ----------- ----------- Giant Industries, Inc. Common Stock - 1,187,897 shares $ 7,520,979 $ 8,686,497 *Wells Fargo Short-Term Income Fund for EBT - 18,885 shares 18,885 18,885 Bond Index Fund for EBT - 30,588 shares 541,914 583,626 Core Equity Fund for EBT - 2,196 shares 678,080 678,505 Equity Value Fund for EBT - 22,321 shares 225,000 224,554 Growth Stock Fund for EBT - 7,209 shares 208,354 251,290 International Value Stock Fund for EBT - 4,469 shares 170,448 224,683 Large Company Growth Fund - 32,167 shares 350,485 357,370 Short Intermediate Term Fund for EBT - 18,453 shares 273,992 292,838 Small Cap Fund for EBT - 1,959 shares 46,654 65,945 NWCTF Positive Ret. Fund - 8,711 shares 249,999 263,606 Merrill Lynch ML Lee Acquisition Fund - 25 shares 25,000 - Recorp. Mtg. Investors II Partnership interest - 1.5 units 60,000 6,240 Participant loans Interest rates are set at prime plus 3% at the time of loan 32,784 32,784 ----------- ----------- Total assets held for investment purposes $10,402,574 $11,686,823 =========== ===========
*Permitted party-in-interest -7- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES FORM 5500, SCHEDULE H, PART IV SCHEDULE OF ASSETS BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR DECEMBER 31, 2000
- ------------------- --------------------------------------------- ------------ ------------ IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING PROCEEDS BORROWER, LESSOR OR COLLATERAL, RATE OF INTEREST, MATURITY COST OF OF SIMILAR PARTY DATE, PAR OR MATURITY VALUE ACQUISITIONS DISPOSITIONS - ------------------- --------------------------------------------- ------------ ------------ *Wells Fargo Bond Index Fund for EBT - 8,641 shares $ 153,086 $ 165,000 Large Company Growth Fund - 1,332 shares 14,307 15,000 --------- --------- Total $ 167,393 $ 180,000 ========= =========
*Permitted party-in-interest -8- EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES FORM 5500, SCHEDULE H, PART IV SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2000
- ---------------------- ------------------------------------- ---------- ---------- ---------- ----------- ---------- CURRENT VALUE OF ASSET ON IDENTITY OF PURCHASE SELLING COST TRANSACTION PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE OF ASSET DATE NET GAIN - ---------------------- ------------------------------------- ---------- ---------- ---------- ----------- ---------- SINGLE TRANSACTION Wells Fargo Short-Term Income Fund for EBT $ 825,000 $ - $ 825,000 $ 825,000 $ - SERIES OF TRANSACTIONS Giant Industries, Inc. Common Stock 847,821 - 847,821 847,821 - 1,013,602 762,881 1,013,602 250,721 Wells Fargo Short-Term Income Fund for EBT 4,299,462 - 4,299,462 4,299,462 - 4,280,616 4,280,616 4,280,616 - Wells Fargo Bond Index Fund for EBT 695,000 - 695,000 695,000 - 165,000 153,086 165,000 11,914 Wells Fargo Short Intermediate Term Fund for EBT - 790,000 775,429 790,000 14,571 NOTE: Reportable transactions are those transactions which either singularly or in series of combined purchases and sales during the year exceed 5% of the fair value of the Plan's assets at the beginning of the year. -9-
EX-23 2 exh23-esop.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Nos. 33-35357, 333-80577, and 333-85857 of Giant Industries, Inc., each on Form S-8, of our report dated April 26, 2001, appearing in this Annual Report on Form 11-K of Giant Industries, Inc. Employee Stock Ownership Plan for the year ended December 31, 2000. DELOITTE & TOUCHE LLP Phoenix, Arizona June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----