UNITED STATES
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): March 21, 2011 (March 18, 2011)
HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-03876
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75-1056913 |
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| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
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| 100 Crescent Court, |
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| Suite 1600 |
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| Dallas, Texas
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75201-6915 |
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| (Address of principal
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(Zip code) |
| executive offices) |
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Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
On March 18, 2011, Holly Corporation, a Delaware corporation (“Holly”), and Frontier Oil
Corporation, a Wyoming corporation (“Frontier”), were notified of the early termination of the
pre-merger waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, in connection with the previously announced “merger of equals” business combination of
Holly and Frontier (the “Merger”).
Important Information for Investors and Shareholders
Communications in this Current Report 8-K do not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval. The
issuance of Holly common stock in connection with the proposed Merger will be submitted to Holly’s
shareholders for their consideration, and the proposed Merger will be submitted to Frontier’s
shareholders for their consideration. In connection therewith, Holly will file a registration
statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) that will include a
joint proxy statement to be used by Holly and Frontier to solicit the required approval of their
shareholders in connection with the proposed Merger and that will also constitute a prospectus of
Holly. Holly and Frontier may also file other documents with the SEC concerning the proposed
Merger. INVESTORS AND SECURITY HOLDERS OF HOLLY ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus and other documents containing important information about Holly and
Frontier, as such documents are filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Holly are available free of
charge on Holly’s website at www.hollycorp.com under the tab “Investors” or by contacting
Holly’s Investor Relations Department at (214) 871-3555. Copies of the documents filed with the
SEC by Frontier are available free of charge on Frontier’s website at www.frontieroil.com
under the tab “Investor Relations” and then under the tab “SEC Filings” or by contacting Frontier’s
Investor Relations Department at (713) 688-9600.
Holly, Frontier and certain of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of Holly and the
shareholders of Frontier in connection with the proposed Merger. Information about the directors
and executive officers of Holly is set forth in its proxy statement for its 2010 annual meeting of
shareholders, which was filed with the SEC on March 25, 2010. Information about the directors and
executive officers of Frontier is set forth in its proxy statement for its 2011 annual meeting of
shareholders, which was filed with the SEC on March 21, 2011. These documents can be obtained free
of charge from the sources indicated above. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement/prospectus and other relevant
materials filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of
1934. These include statements preceded by, followed by or that otherwise include the words
“expects,” “anticipates,” “intends,” “estimates” or similar expressions. Forward-looking
statements relating to expectations about future results or events are based upon information
available to Holly and Frontier as of today’s date and are not guarantees of the future performance
of Holly, Frontier or the combined
company, and actual results may vary materially from the results and expectations discussed.
For instance, although Holly and Frontier have signed an agreement for a subsidiary of Holly to
merge with and into Frontier, there is no assurance that they will complete the proposed Merger.
The Merger Agreement will terminate if the companies do not receive the necessary approval of
Holly’s shareholders or Frontier’s shareholders or government approvals or if either Holly or
Frontier fails to satisfy conditions to closing. Additional risks and uncertainties related to the
proposed Merger include, but are not limited to, the successful integration of Holly’s and
Frontier’s business and the combined company’s ability to compete in the highly competitive
refining and marketing industry. The revenues, earnings and business prospects of Holly, Frontier
and the combined company and their ability to achieve planned business objectives will be subject
to a number of risks and uncertainties. These risks and uncertainties include, among other things,
risks and uncertainties with respect to the actions of actual or potential competitive suppliers of
refined petroleum products in Holly’s, Frontier’s and the combined company’s markets; the demand
for and supply of crude oil and refined products; the spread between market prices for refined
products and market prices for crude oil; the possibility of constraints on the transportation of
refined products; the possibility of inefficiencies, curtailments or shutdowns in refinery
operations or pipelines; effects of governmental and environmental regulations and policies; the
availability and cost of financing; the effectiveness of capital investments and marketing
strategies; efficiency in carrying out construction projects; the ability to acquire refined
product operations or pipeline and terminal operations on acceptable terms and to integrate any
existing or future acquired operations; the possibility of terrorist attacks and the consequences
of any such attacks; and general economic conditions.
Holly cautions that the foregoing list of risks and uncertainties is not exclusive.
Additional information concerning these and other risks is contained in Holly’s and Frontier’s most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K and other SEC filings. Holly undertakes no obligation to publicly
update any of these forward-looking statements to reflect events or circumstances that may arise
after the date hereof.