UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-10398
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For period ended: September 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended:_____________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:________________
PART I
REGISTRANT INFORMATION
Giant Industries, Inc.
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Full Name of Registrant
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Former Name if Applicable
23733 North Scottsdale Road
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Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85255
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City, State and Zip Code
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-
25(b), the following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
[X] fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q
or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Giant Industries, Inc. (the "Company") was unable to file its Form
10-Q for the quarter ended September 30, 2006 by the November 9, 2006
filing due date, and represents that the reasons for its inability to
timely file the Form 10-Q could not be rectified without unreasonable
effort or expense. On November 13, 2006, the Company filed a Form 8-K
with the Securities and Exchange Commission that includes a copy of a
Press Release, which announced an amendment (the "Amendment") to the
Agreement and Plan of Merger, dated as of August 26, 2006 (the "Merger
Agreement"), among Western Refining, Inc. ("Western"), New Acquisition
Corporation, and the Company, the actual Amendment, and a Press Release
announcing the Company's earnings for the quarter ended September 30,
2006.
Pursuant to the Merger Agreement, Western has agreed to acquire
the outstanding equity of the Company in a merger transaction. The
Company and Western have been dealing with matters relating to the
Amendment. While the Amendment has no effect whatsoever on the Company's
reported financial statements, it does impact the narrative included in the
Form 10-Q, including Item 2, the Management's Discussion and Analysis of
Financial Condition and Results of Operations. Accordingly, the Company
needed to conclude the Amendment before it could complete the Form 10-Q.
As described in the earnings Press Release noted above, for the
quarter ended September 30, 2006, the Company had net earnings of $44.0
million, or $3.00 per diluted share. Net earnings were $46.6 million, or
$3.38 per diluted share in the third quarter of 2005. The Company had net
earnings of $80.9 million, or $5.51 per diluted share, for the first nine
months of 2006 compared to net earnings of $77.3 million, or $5.80 per
diluted shares in 2005.
The Company will file the Form 10-Q not later than November 14,
2006.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kim H. Bullerdick 480 585-8888
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(Name) (Area Code) (Telephone Number)
(2) Have all other period reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Giant Industries, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 13, 2006 By: /s/ MARK B. COX
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Executive Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).