1
Exhibit 99.4
PROXY
GIANT INDUSTRIES, INC.
23773 NORTH SCOTTSDALE ROAD, SCOTTSDALE AZ 85255
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints James E. Acridge, Fredric L. Holliger, A. Wayne
Davenport and Morgan Gust, and each of them, as proxies, each with the power of
substitution, and authorizes them to represent and vote, as designated on the
reverse side hereof, all shares of Common Stock of Giant Industries, Inc. held
by the undersigned on May 21, 1998, at the Special Meeting of Stockholders to
be held on Friday, June 26, 1998, and at any adjournment or postponement of the
meeting. In their discretion, the proxies are authorized to vote such shares
upon such other business as may properly come before the Special Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE LISTED PROPOSALS.
Please mark boxes X in blue or black ink.
MERGER BETWEEN GIANT INDUSTRIES, INC. ("GIANT") AND HOLLY CORPORATION ("HOLLY"):
The Board of Directors unanimously recommends a vote FOR each of the proposals
listed below. You may vote on each proposal individually, or you may vote on
all proposals as a group as described below. More detailed information
concerning each of the proposals is provided in the Joint Proxy
Statement/Prospectus of Giant and Holly, dated May , 1998.
1. Approval of Proposals 2, 3, 4, and 5 below relating to the merger (the
"Merger") of Holly with and into Giant (a vote "for" or "against" or an
"abstain" on this Proposal 1 is a vote "for" or "against" or an "abstain" on
each of the Proposals 2, 3, 4, and 5 below).
/ / FOR / / AGAINST / / ABSTAIN
IF YOU MARKED ANY BOX ON PROPOSAL 1 ABOVE
DO NOT MARK ANY BOX ON PROPOSALS 2, 3, 4 OR 5 BELOW.
If you marked any box on Proposal 1 above and also mark any box on Proposals
2, 3, 4 or 5 below, your vote on Proposal 2, 3, 4 or 5 below will, to the
extent inconsistent with your vote on Proposal 1, take precedence over your
vote on Proposal 1.
2. Approval of the Merger, the Agreement and Plan of Merger, dated April 14,
1998 (the "Merger Agreement") and the transactions
contemplated thereby.
/ / FOR / / AGAINST / / ABSTAIN
3. Approval of the proposal to amend and restate Giant's certificate of
incorporation in its entirety.
/ / FOR / / AGAINST / / ABSTAIN
4. Approval of the proposal to amend and restate Giant's bylaws in their
entirety.
/ / FOR / / AGAINST / / ABSTAIN
5. Approval of the proposal to issue authorized but unissued Common Stock of
Giant in accordance with the terms of the Merger Agreement.
/ / FOR / / AGAINST / / ABSTAIN
GIANT 1998 STOCK INCENTIVE PLAN:
The Board of Directors unanimously recommends a vote FOR the proposal listed
below. More detailed information concerning the proposal is provided in the
Joint Proxy Statement/Prospectus of Giant and Holly, dated , 1998.
6. Approval of the proposal to adopt the Giant 1998 Stock Incentive Plan.
/ / FOR / / AGAINST / / ABSTAIN
2
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should
sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Date _______________________________________, 1998
Signature ________________________________________
Signature if held jointly ________________________
(Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.)