1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
9% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
9% SENIOR SUBORDINATED NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED NOVEMBER 10, 1997
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for Giant's 9% Senior Subordinated Notes due 2007 (the "Notes") are
not immediately available, (ii) Notes, the Letter of Transmittal and all other
required documents cannot be delivered to The Bank of New York (the "Exchange
Agent") on or prior to 5:00 P.M., New York City time, on the Expiration Date (as
defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The
Registered Exchange Offer -- Registered Exchange Offer Procedures" and " --
Guaranteed Delivery Procedures" in the Prospectus. In addition, in order to
utilize the guaranteed delivery procedure to tender Notes pursuant to the
Exchange Offer, a completed, signed and dated Letter of Transmittal relating to
Notes (or facsimile thereof) must also be received by the Exchange Agent prior
to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not
defined herein have the meanings assigned to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
The Bank Of New York
By Hand Or Overnight Delivery Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
The Bank of New York The Bank of New York
101 Barclay Street (212) 571-3080 101 Barclay Street, 7E
Corporate Trust Services Window New York, New York 10286
Ground Level To Confirm by Telephone Attention: Reorganization Section,
Attention: Reorganization Section, or for Information Call
(212) 815-6333
2
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Giant Industries, Inc., a Delaware
corporation ("Giant"), upon the terms and subject to the conditions set forth in
the Prospectus dated November 10, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Registered Exchange Offer -- Guaranteed Delivery Procedures."
Aggregate Liquidation Amount Name(s) of Registered Holder(s):_____
Amount Tendered: $__________________ _____________________________________
Certificate No(s)
(if available): ____________________
:____________________________________
(Total Liquidation Amount Represented by
Notes Certificate(s))
$____________________________________
If Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: ___________________________
Date: __________________________________________
-2-
3
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE SIGN HERE
X________________________________________ ____________________________
X________________________________________ ____________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ____________________________________________
Must be signed by the holder(s) of the Notes as their name(s) appear(s)
on certificates for Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
Please print name(s) and address(es)
Name(s): _____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Capacity: _____________________________________________________________
Address(es) _____________________________________________________________
_____________________________________________________________
_____________________________________________________________
-3-
4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
learning agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Notes
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Notes to the Exchange Agent's account at The Depository Trust
Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in
the Prospectus, in either case together with one or more properly completed and
duly executed Letter(s) of Transmittal (or facsimile thereof) and any other
required documents within three New York Stock Exchange trading days after the
Expiration Date.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Notes tendered hereby to the Exchange Agent within the time
period set forth above and that failure to do so could result in a financial
loss to the undersigned.
__________________________________ ___________________________________
Name of Firm Authorized Signature
__________________________________ ___________________________________
Address Title
__________________________________ ___________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No. ____________________ Date: ___________________
NOTE: DO NOT SEND CERTIFICATES FOR NOTES WITH THIS FORM. CERTIFICATES FOR NOTES
SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
-4-