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:
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
(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
Giant Industries, Inc. and Affiliated Companies 401(k) Plan (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 schedule 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.
GIANT INDUSTRIES, INC. AND AFFILIATED
COMPANIES 401(k) PLAN
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
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 2000 AND 1999, AND
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2000, AND
INDEPENDENT AUDITORS' REPORT
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
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 4-7
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2000 -
Form 5500, Schedule H, Part IV, Schedule of Assets
Held for Investment Purposes at End of Year 8
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Giant Industries, Inc. and Affiliated Companies 401(k) Plan
Scottsdale, Arizona
We have audited the accompanying statements of net assets available for
benefits of the Giant Industries, Inc. and Affiliated Companies 401(k) Plan
(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 Employee Stock Ownership Plan of Giant
Industries, Inc. and Affiliated Companies into the Plan.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule as of
December 31, 2000 on page eight is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but
is 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. This schedule is the responsibility of the
Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2000 financial statements and,
in our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
May 26, 2001
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GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
----------- -----------
ASSETS
INVESTMENTS AT FAIR VALUE (Note 3) $23,462,911 $24,220,410
TRANSFER RECEIVABLE FROM EMPLOYEE STOCK
OWNERSHIP PLAN OF GIANT INDUSTRIES, INC.
AND AFFILIATED COMPANIES (Note 6) 11,688,877 -
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,432,889 1,379,143
PARTICIPANT CONTRIBUTIONS RECEIVABLE 104,323 110,913
ACCRUED INTEREST RECEIVABLE 77 105
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $36,689,077 $25,710,571
=========== ===========
See notes to financial statements.
-2-
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
----------- -----------
ADDITIONS:
Contributions:
Participants $ 3,219,235 $ 2,976,647
Employer 1,432,889 1,379,143
Rollover 301,108 -
----------- -----------
Total contributions 4,953,232 4,355,790
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Investment (loss) income:
Interest and dividends 2,699,598 2,164,557
Net (depreciation) appreciation in fair value
of investments (4,803,400) 2,618,292
----------- -----------
Total investment (loss) income (2,103,802) 4,782,849
----------- -----------
Transfer from Employee Stock Ownership Plan
of Giant Industries, Inc. and Affiliated
Companies (Note 6) 11,688,877 -
----------- -----------
Total additions 14,538,307 9,138,639
----------- -----------
DEDUCTIONS:
Distributions to participants 3,557,003 1,655,869
Administrative fees 2,798 1,949
----------- -----------
Total deductions 3,559,801 1,657,818
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INCREASE IN NET ASSETS 10,978,506 7,480,821
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 25,710,571 18,229,750
----------- -----------
End of year $36,689,077 $25,710,571
=========== ===========
See notes to financial statements.
-3-
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000 AND 1999
1. DESCRIPTION OF THE PLAN
The following description of the Giant Industries, Inc. and Affiliated
Companies 401(k) Plan (the "Plan") as of December 31, 2000 is provided for
general information purposes only. Participants should refer to the Plan
agreement for more complete information. See Note 6 for information related
to the merger of the Employee Stock Ownership Plan of Giant Industries, Inc.
and Affiliated Companies (the "ESOP") into the Plan.
GENERAL - The Plan was established July 1, 1993. Employees of Giant
Industries, Inc. and Affiliated Companies (the "Company") are eligible to
participate in the Plan on the January 1 or July 1 following one year of
service. One year of service means a minimum of 1,000 hours worked during a
Plan year. Employees are able to make pre-tax contributions to the Plan, and
the Company may contribute to the Plan as well. The Plan is subject to
various regulations, particularly those included under Internal Revenue Code
Section 401(k) and the Employee Retirement Income Security Act of 1974
("ERISA").
CONTRIBUTIONS - Voluntary salary reductions may be elected by the
participant. These pre-tax salary reductions are contributed to the Plan by
the participant and range from 1 percent to 15 percent of compensation. The
Company's discretionary matching contribution in 2000 and 1999 was 50 percent
of every dollar contributed by the participant up to a maximum of 6 percent
of compensation. Participants must be employed by the Company on the last day
of the Plan year to be eligible for Company discretionary matching
contributions.
DISTRIBUTIONS - Distributions to participants may occur upon participant
termination from the Company, total disability, retirement, death or hardship
as defined by government regulations. A participant may elect to either
receive a lump-sum amount equal to the value of the participant's vested
interest in his or her account or rollover the balance to another qualified
retirement account. The Plan had no participant benefit distributions payable
at December 31, 2000 and 1999.
VESTING - Employee contributions to the Plan and the earnings on these
contributions are 100 percent vested and nonforfeitable at all times. For
2000 and 1999, Company contributions to the Plan and the earnings on these
contributions are also 100 percent vested.
PARTICIPANT ACCOUNTS - For each participant, various accounts are
maintained to record employee pre-tax salary reductions and Company matching
contributions. The benefit to which a participant is entitled is the total
benefit which can be provided from the combined amount of these participant
accounts.
PLAN ADMINISTRATION - The Company administers the Plan through a 401(k)
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. Fidelity Management Trust Company acts as the Plan's Trustee,
Custodian and recordkeeper.
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AMENDMENTS - The Plan was amended in 1999 such that, as soon as deemed
administratively feasible by the Administrative Committee, participants of
the Plan would be allowed participant loans from their accounts, subject to
a $1,000 minimum amount. This Plan provision became effective January 1,
2001. In addition, in the event contributions to the Plan in any year on
behalf of an employee exceeded the annual contribution limit specified in
Section 415 of the Internal Revenue Code, Plan contributions would be
reduced in the following order:
- Reducing the employee's contribution to the 401(k) Savings Plan for
the affected year and, if required by law, reducing the amount of the
Company's associated matching contribution.
- Reducing the Company's contribution to the ESOP on behalf of the
employee.
- Reducing the amount of the Company's matching contribution to the
401(k) Savings Plan on behalf of the employee.
PLAN TERMINATION - Although it has not expressed any intention to do so,
the Company has the right at any time to terminate the Plan subject to the
provisions set forth in ERISA. Since all participants are 100 percent
vested, participants would receive 100 percent of amounts credited to their
accounts upon liquidation and distribution of Plan assets.
INVESTMENTS - Participants direct the investment of their contributions
and any employer matching contribution into various investment options
offered by the Plan. In addition, effective January 1, 2001, participants
are permitted to direct the investments of their assets transferred from the
ESOP that are not invested in Company stock. The Plan currently offers eight
mutual funds and the Company's common stock as investment options for
participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
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, respectively.
INVESTMENT VALUATION AND INCOME RECOGNITION - Plan investments are
stated at fair value, which is measured by quoted market prices. Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
PARTICIPANT LOANS - Effective January 1, 2001, participants may borrow
from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or
50 percent of their participant-directed account balances, whichever is
less. The loans are secured by the balance in the participant's account and
bear interest at rates that are established at one percent above the prime
rate. 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 loan's repayment
term shall not exceed 10 years.
BENEFITS - Benefits are recorded when paid.
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 investments that represent 5 percent or more of
the Plan's net assets:
2000 1999
Fidelity Contrafund
171,899 and 152,580 shares, respectively $ 8,452,287 $ 9,157,849
Fidelity Asset Manager Growth Fund
209,214 and 175,897 shares, respectively 3,328,602 3,459,893
Fidelity Aggressive Growth Fund
99,483 and 57,999 shares, respectively 3,598,291 3,458,462
Fidelity Asset Manager Portfolio Fund
146,862 and 121,395 shares, respectively 2,470,221 2,231,237
Fidelity Spartan U.S. Equity Index Fund
35,437 and 36,324 shares, respectively 1,658,817 1,892,132
Fidelity Retirement Government Money Market Fund
1,460,205 and 1,623,785 shares, respectively 1,460,205 1,623,785
Fidelity Government Income Fund
137,432 and 152,569 shares, respectively 1,356,456 1,426,517
During the Plan years ended December 31, 2000 and 1999, the Plan's
investments (including gains and losses on investments bought and sold, as
well as held during the year) (depreciated) appreciated in value by
$(4,803,400) and $2,618,292, respectively, as follows:
2000 1999
Mutual funds $(4,800,394) $ 2,613,608
Company common stock (3,006) 4,684
----------- -----------
Net (depreciation) appreciation in fair value of investments $(4,803,400) $ 2,618,292
=========== ===========
4. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter dated December 30,
1996, in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended several times 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 Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
5. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is an affiliate of the Trustee as defined
by the Plan and, therefore, these transactions qualify as party-in-interest
transactions. Fees paid by the Plan for the investment management services
amounted to $2,798 and $1,949 for the years ended December 31, 2000 and
1999, respectively.
-6-
6. PLAN MERGER
In September 2000, the Company's Board of Directors approved the merger
of the ESOP into the Plan. Effective January 1, 2001, the net assets of the
ESOP were merged into the Plan, and the ESOP was terminated. All ESOP
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 ESOP, the Plan and applicable
law. The Plan was amended to permit participants to elect to receive
distributions from accounts transferred from the ESOP to the 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 ESOP which were merged into the 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 ESOP, to
Fidelity Management Trust Company, the Trustee, Custodian, and recordkeeper
of the Plan.
The Plan was also amended to shorten the employee contribution
eligibility requirement for full-time employees from one year of Company
service to 60 days of Company service.
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GIANT INDUSTRIES, INC. AND
AFFILIATED COMPANIES 401(k) PLAN
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 MATURITY DATE, RATE OF INTEREST, CURRENT
SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE VALUE
- -------- ------------------- --------------------------------------------- ----------
* Fidelity Retirement
Government Money
Market fund Money Market Fund - 1,460,205 shares $ 1,460,205
* Fidelity Government
Income Fund Mutual Fund - 137,432 shares 1,356,456
* Fidelity Asset Manager
Portfolio Fund Mutual Fund - 146,862 shares 2,470,221
* Fidelity Asset Manager
Growth Fund Mutual Fund - 209,214 shares 3,328,602
* Fidelity Contrafund Mutual Fund - 171,899 shares 8,452,287
* Fidelity Aggressive
Growth Fund Mutual Fund - 99,483 shares 3,598,291
* Fidelity Diversified
International Fund Mutual Fund - 39,243 shares 860,998
* Fidelity Spartan U.S.
Equity Index Fund Mutual Fund - 35,437 shares 1,658,817
* Giant Industries, Inc.
Stock Fund Stock Fund - 35,649 shares 260,683
* Participant Notes Participant loan, interest at 8.25%,
Receivable maturing in 2001 2,719
Cash 13,632
-----------
Total assets held for investment purposes $23,462,911
===========
*Permitted party-in-interest
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