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
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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
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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.
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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
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Total additions 838,331 3,016,987
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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.
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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.
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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
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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.
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