-----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, HlF/nfKnSPL763DcMFQge75yKI8k2MPp36UjNIRQheAPEnjxWxduBLIvroxND3nK O+DTVoLZPDMlPIpOtqKiXg== 0000856465-07-000002.txt : 20070119 0000856465-07-000002.hdr.sgml : 20070119 20070119103817 ACCESSION NUMBER: 0000856465-07-000002 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 EFFECTIVENESS DATE: 20070119 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10398 FILM NUMBER: 07539702 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 DEFA14A 1 text-8k.txt GIANT INDUSTRIES, INC. DEFA14A ======================================================================== 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): January 18, 2007 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) [X] 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 8.01. OTHER EVENT On January 18, 2007, the Registrant issued a press release relating to the pending acquisition of the Registrant by Western Refining, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated January 18, 2007, issued by Giant Industries, Inc. 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, Chief Financial Officer (Principal Financial Officer) Date: January 19, 2007 INDEX TO EXHIBITS Exhibit Number Description - ------- ------------------------------------------------------ 99.1 Press Release, dated as of January 18, 2007, issued by Giant Industries, Inc. EX-99 2 exhibit99-1.txt GIANT INDUSTRIES, INC. EXHIBIT 99.1 EXHIBIT 99.1 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 January 18, 2007 GIANT ANNOUNCES MEETING DATE TO VOTE ON ACQUISITION BY WESTERN REFINING Scottsdale, Arizona, January 18, 2007 - Giant Industries, Inc. [NYSE: GI] announced today that the company has scheduled a Special Meeting of Stockholders for February 27, 2007. At the meeting, stockholders of record on January 26, 2007, will be entitled to vote on the pending acquisition by Western Refining, Inc. [NYSE: WNR] of all of the outstanding shares of Giant for $77.00 in cash pursuant to the previously announced merger transaction. The transaction is currently expected to close in the first quarter of 2007 and is not subject to any financing conditions. The closing of the transaction is subject to approval by Giant stockholders and the satisfaction of other closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As previously announced on October 10, 2006, Giant and Western received a request for additional information from the Federal Trade Commission in connection with the transaction. Requests for additional information are not unusual in connection with refinery transactions. Both Giant and Western responded to the request in December and discussions regarding the transaction are ongoing with the Federal Trade Commission. ABOUT GIANT INDUSTRIES 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 Farmington, 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., Dial Oil Co., and Empire Oil Co., all of which are wholesale petroleum products distributors. CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements. The forward- looking statements contained herein include statements about the consummation of the proposed merger. These statements are subject to inherent risks regarding the satisfaction of the conditions to the closing of the merger, including approvals under the antitrust laws, and the timing of the closing if it occurs. In addition, Giant's business and operations involve numerous risks and uncertainties, many of which are beyond Giant's control, which could result in Giant's expectations not being realized or otherwise materially affect Giant's financial condition, results of operations and cash flows. Additional information relating to the uncertainties affecting Giant's business is contained in its filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and Giant does not undertake any obligation to (and expressly disclaims any obligation to) update any forward looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. ADDITIONAL INFORMATION ABOUT THIS TRANSACTION This press release may be deemed to be soliciting material relating to the proposed merger transaction between Western and Giant. In connection with the proposed merger, Giant has filed a preliminary proxy statement with the SEC and expects to file a definitive proxy statement with the SEC. Investors and security holders of Giant are advised to read the definitive proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed merger. The definitive proxy statement will be mailed to stockholders of Giant. Investors and security holders may obtain a free copy of the definitive proxy statement when it becomes available, and other documents filed by Giant with the SEC, at the SEC's website at http://www.sec.gov. Copies of the definitive proxy statement, when it becomes available, and Giant's other filings with the SEC may also be obtained free of charge from Giant Industries, Inc., 23733 North Scottsdale Road, Scottsdale, Arizona 85255, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION Giant and its directors, executive officers and other members of its management and employees may be deemed to be soliciting proxies from Giant's stockholders in favor of the proposed merger. Information regarding Giant's directors and executive officers is available in Giant's proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on March 1, 2006. Additional information regarding the interests of such potential participants will be included in the definitive proxy statement and the other relevant documents filed with the SEC when they become available. -----END PRIVACY-ENHANCED MESSAGE-----