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 3, 1997
GIANT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation)
1-10398 86-0642718
(Commission File Number) (IRS Employer Identification No.)
23733 North Scottsdale Road
Scottsdale, Arizona 85255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(602) 585-8888
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 3, 1997, Giant Industries Arizona, Inc., ("Giant
Arizona"), a wholly-owned subsidiary of Giant Industries, Inc.,
("Giant"), purchased all of the issued and outstanding common
stock of Phoenix Fuel Co., Inc. from J. W. Wilhoit, as Trustee of
the Wilhoit Trust Agreement Dated 12/26/74, Katherine C. Lahowetz,
as Trustee of the Theresa Ann Wilhoit Grantor Retained Annuity Trust
Dated 4/4/97, Katherine C. Lahowetz, and Katherine C. Lahowetz, as
Custodian for the Benefit of Emily Lahowetz, a minor (collectively,
the "Shareholders"), for $30,000,000 in cash, determined as a result
of arms'-length negotiations. The Shareholders are not affiliated
with Giant Arizona or Giant.
Phoenix Fuel Co., Inc. is an independent industrial/commercial
petroleum products distributor. The company has fuel sales of
approximately 16,000 barrels per day, including gasoline, diesel fuel,
burner fuel, jet fuel, aviation fuel and kerosene. In addition, the
Company distributes oils and lubricants such as motor oil, hydraulic
oil, gear oil, cutting oil and grease.
The company has nine bulk petroleum distribution plants,
twenty cardlock fueling operations, a lubricant storage and
distribution facility and operates a fleet of forty finished
product truck transports. These assets and related operations are
located throughout the state of Arizona and will continue to be
used in a manner consistent with their previous operation.
The purchase was funded under Giant's Credit Agreement,
(the "Agreement"), dated October 4, 1995, as amended, with a
number of banks as follows: Bank of America National Trust and
Savings Association, as Agent; Bank of America Illinois, as
issuing Bank and as a Bank; First National Bank of Chicago
(successor to NBD Bank, by assignment), as a Bank; and Union Bank
of California, N.A. (formerly known as Union Bank), as a Bank.
Phoenix Fuel Company, Inc. will be a guarantor under the
Agreement and the Indenture, dated as of November 29, 1993 among
Giant, as Issuer, the Subsidiary Guarantors, as guarantors, and
NBD Bank, National Association, as Trustee, relating to
$100,000,000 of 9 3/4% Senior Subordinated Notes due 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
No financial statements will be filed under this Item
7(a) pursuant to Rule 3-05 of Regulation S-X because none of the
materiality tests exceed the 20% level.
(b) Pro Forma Financial Information.
No pro forma financial statements will be filed under
this Item 7(b) pursuant to Rule 11-01(c) of Regulation S-X.
(c) Exhibits.
The Exhibits listed on the accompanying Index to
Exhibits immediately following the signature page are filed as a
part of, or incorporated by reference into, this report.
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 hereunto duly authorized.
GIANT INDUSTRIES, INC.
/s/ A. WAYNE DAVENPORT
--------------------------------------------
A. Wayne Davenport
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: June 16, 1997
GIANT INDUSTRIES, INC.
CURRENT REPORT ON FORM 8-K
JUNE 3, 1997
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1*/** Stock Purchase Agreement, dated April 30, 1997, by
and among Phoenix Fuel Co., Inc., (the "Company",
J. W. Wilhoit, as Trustee of the Wilhoit Trust
Agreement Dated 12/26/74, Katherine C. Lahowetz,
as Trustee of the Theresa Ann Wilhoit Grantor
Retained Annuity Trust Dated 4/4/97, Katherine C.
Lahowetz, and Katherine C. Lahowetz, as Custodian
for the Benefit of Emily Lahowetz, a minor
(collectively, the "Shareholders") and Giant
Industries Arizona, Inc., (the "Purchaser").
4.1 Credit Agreement, dated October 4, 1995, among
Giant Industries, Inc., as Borrower, Giant
Industries Arizona, Inc., Ciniza Production
Company, San Juan Refining Company, Giant
Exploration & Production Company, and Giant Four
Corners, Inc., as Guarantors, and Bank of America
National Trust and Savings Association, as Agent,
Bank of America Illinois, as a Bank and Letter of
Credit Issuing Bank and the Other Financial
Institutions Parties hereto. Incorporated by
reference to Exhibit 4.1 to the Company's Report
on Form 8-K for the period October 4, 1995, File
No. 1-10398.
4.2 First Amendment, dated May 15, 1996, to Credit
Agreement, dated October 4, 1995, among Giant
Industries, Inc., as Borrower, Giant Industries
Arizona, Inc., Giant Exploration & Production
Company, Giant Four Corners, Inc., San Juan
Refining Company and Ciniza Production Company,
as Guarantors, and Bank of America National Trust
and Savings Association, as Agent, Bank of America
Illinois, as issuing Bank and as a Bank, NBD Bank
as a Bank, and Union Bank, as a Bank.
Incorporated by reference to Exhibit 4.2 to the
Company's Report on Form 8-K for the period May
28, 1997, File No. 1-10398.
4.3 Second Amendment, dated May 23, 1997, to Credit
Agreement, dated October 4, 1995, among Giant
Industries, Inc., as Borrower, Giant Industries
Arizona, Inc., Giant Exploration & Production
Company, San Juan Refining Company, Giant Four
Corners, Inc. and Ciniza Production Company, as
Guarantors, and Bank of America National Trust and
Savings Association, as Agent, Bank of America
Illinois, as issuing Bank and as a Bank, First
National Bank of Chicago (successor to NBD Bank,
by assignment), as a Bank, and Union Bank of
California, N.A. (formerly known as Union Bank),
as a Bank. Incorporated by reference to Exhibit
4.3 to the Company's Report on Form 8-K for the
period May 28, 1997, File No. 1-10398.
_____________
* - Filed herewith.
** - Certain exhibits listed in the Stock Purchase Agreement are
not filed herewith. Copies of the omitted exhibits will be
furnished supplementally to the Commission upon request.