-----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, Df4RcG8xl46AfKQvmdGYBHKbPJUsmcfXEq6pgmNT5sdeoR9GszTIGkDrY6fhAxYQ ClGNAk+Ged62WTUXOVeiHA== 0000856465-05-000007.txt : 20050623 0000856465-05-000007.hdr.sgml : 20050623 20050623094007 ACCESSION NUMBER: 0000856465-05-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050621 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050623 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10398 FILM NUMBER: 05911437 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 8-K 1 item101.txt GIANT INDUSTRIES, INC. FORM 8-K ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- Form 8-K ---------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2005 GIANT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10398 86-0642718 (State of jurisdiction of (Commission File) (IRS Employer incorporation) Number) Identification No. 23733 North Scottsdale Road Scottsdale, Arizona 85255 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (480) 585-8888 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ======================================================================== ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 21, 2005, Giant Pipeline Company ("GPC"), a wholly-owned subsidiary of Giant Industries, Inc. ("Giant"), signed a Purchase and Sale Agreement (the "Agreement") with Texas-New Mexico Pipe Line Company ("TNM"). Pursuant to the Agreement, GPC will acquire TNM's idle crude oil pipeline running between Jal, New Mexico and Bisti, New Mexico for $9,000,000. The closing of the transaction is subject to, among other things, the approval of the boards of directors of GPC and Giant and other closing conditions. Under certain circumstances, the terms of the Agreement may be adjusted in the event that GPC is unable to put the pipeline into service. On June 23, 2005, Giant issued a press release with respect to the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. By: /s/ MARK B. COX ------------------------------------------- Mark B. Cox Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: June 23, 2005 INDEX TO EXHIBITS Exhibit Number Description - ------- -------------------------------------------- 99.1 Press Release of Giant Industries, Inc. dated June 23, 2005 EX-99 2 exhibit-99.txt GIANT INDUSTRIES, INC. FORM 8-K EXHIBIT 99 EXHIBIT 99 GIANT INDUSTRIES, INC. NEWS RELEASE Contact: Mark B. Cox Executive Vice President, Treasurer, & Chief Financial Officer Giant Industries, Inc. (480) 585-8888 FOR IMMEDIATE RELEASE June 23, 2005 GIANT INDUSTRIES, INC. ANNOUNCES POTENTIAL PIPELINE ACQUISITION Scottsdale, Arizona, June 23, 2005 - Giant Industries, Inc. [NYSE: GI] today announced that it has entered into a purchase and sale agreement to acquire an idle crude oil pipeline system that originates near Jal, New Mexico and is connected to a company-owned pipeline network that directly supplies crude oil to the Bloomfield and Ciniza refineries. Fred Holliger, Giant's Chief Executive Officer, said, "We are very excited about this opportunity, as it addresses the strategic priority we have had over the last several years to access supplemental crude supplies for our two New Mexico refineries. When operational, the pipeline will have sufficient crude oil transportation capacity to allow us to again operate both refineries at maximum rates." This acquisition is subject to normal due diligence, and other conditions of closing. It is anticipated that the transaction will close in the third quarter of 2005. Startup of the pipeline is subject to, among other things, a final engineering evaluation of the system. It is currently anticipated that the pipeline will become operational in twelve to eighteen months from the closing. Giant Industries, Inc., headquartered in Scottsdale, Arizona, is a refiner and marketer of petroleum products. Giant owns and operates one Virginia and two New Mexico crude oil refineries, a crude oil gathering pipeline system based in Bloomfield, New Mexico, which services the New Mexico refineries, finished products distribution terminals in Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude oil and finished product truck transports and a chain of retail service station/convenience stores in New Mexico, Colorado, and Arizona. Giant is also the parent company of Phoenix Fuel Co., Inc., an Arizona wholesale petroleum products distributor. For more information, please visit Giant's website at www.giant.com. This press release contains forward-looking statements that involve known and unknown risks and uncertainties. Forward-looking statements are identified by words or phrases such as "believes," "expects," "anticipates," "estimates," "should," "could," "plans," "intends," "will," variations of such words and phrases, and other similar expressions. While these forward-looking statements are made in good faith, and reflect the Company's current judgment regarding such matters, actual results could vary materially from the forward-looking statements. Important factors that could cause actual results to differ from forward-looking statements include, but are not limited to: the risk that the transaction will not be consummated, the risk that it will not be possible to place the pipeline system in operation and/or to operate the two refineries at maximum rates due to financial, operational or other constraints, the risk that the timetable for placing the pipeline system into operation will be different than anticipated, the risk that it will not be possible to obtain supplemental crude oil for processing at the two refineries at cost effective prices, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the foregoing. Forward-looking statements made by the Company represent its judgment on the dates such statements are made. The Company assumes no obligation to update any forward-looking statements to reflect new or changed events or circumstance. -----END PRIVACY-ENHANCED MESSAGE-----