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) April 14, 1998 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 5. OTHER EVENTS On April 14, 1998, the Board of Directors of Giant Industries, Inc. ("Giant") approved an Agreement and Plan of Merger (the "Merger Agreement") whereby Holly Corporation ("Holly") would be merged with and into Giant (the "Merger"). The Merger is conditioned upon the approval of Giant's and Holly's stockholders and other conditions stated in the Merger Agreement. Included as an attachment to the Merger Agreement is a Major Stockholders' Agreement pursuant to which certain stockholders of Giant and Holly agree to vote in favor of the Merger in any meeting of stockholders of the respective companies. A copy of the Merger Agreement, including the Major Stockholders' Agreement, is attached hereto as Exhibit 2.1, which documents are incorporated in their entirety herein by reference. See "Index to Exhibits." 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. /s/ A. Wayne Davenport ------------------------------------------- A. Wayne Davenport Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: April 20, 1998 INDEX TO EXHIBITS Exhibit Number Description - ------- -------------------------------------------------- 2.1 Agreement and Plan of Merger, by and between Holly Corporation and Giant Industries, Inc., dated as of April 14, 1998.