e425
Filed by Holly Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Frontier Oil Corporation
Commission File No.: 1-07627
On March 21, 2011, Holly Corporation distributed the following message to its employees:
Weekly
Communiqué #01A Commitment to Communicate
On February 22, 2011 the Boards of Directors of our companies announced a unanimous approval
to merge. Following this announcement, we agreed that effective communication throughout and beyond
the integration process would be a key leadership priority. As such, today marks the 1st
of what will ultimately be several consecutive weekly communiqués describing our integration plans:
what is happening, has happened, and will happen with regard to our efforts.
As required by antitrust law, we continue to operate as separate and independent entities, but
planning is a permitted activity. Through this process, we intend to provide robust yet succinct
weekly communiqués and we will strive to create a flawless, safe and environmentally responsible
operationand strongly believe that ongoing dialogue is an absolutely indispensable means to
achieve this.
The weekly communiqués will take two forms: somelike this onewill be written. Others will
include 3-minute videos with leaders and employees involved in integration plans. We hope that
each will help you get a sense of pivotal tasks along the way.
Also, because we wish to create a conversation...a 2-way dialogue (rather than a 1-way monologue
with ourselves!), we will be reaching out in various ways through these communiqués to gather
suggestions and respond to frequently asked questions (FAQs). Again, the ultimate idea is to create
synergy (A+B=C), and synergy is only possible through interaction.
Before concluding, here are four aims regarding our integration mission and things we
hope to experience as a result of our merger:
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Execute a deliberate and thoughtful integration of the two companies into one combined business. |
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2. |
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Exceptional, safe, and environmentally responsible merged operations post close. |
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3. |
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Capture operational synergies. |
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4. |
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Lead to create long-term stability. |
Toward these ends, our accomplishments so far include:
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Initial communications of the deal to the public and employees of both companies. |
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2. |
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Top level organization chart completed and communicated. |
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3. |
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Communication to employees regarding employment assurance for those already affected
and the generalities
of the severance program. |
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4. |
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Legal go-by for integration planning while maintaining separate company status for antitrust
purposes. |
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5. |
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Philosophy of functional area driven planning and execution. |
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6. |
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Early termination of HSR (antitrust review by the government). |
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And several of the Tier One things we are working on now and in coming weeks include:
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1. |
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Develop and implement a weekly communication plan designed to keep leaders and employees
informed on our progress. |
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Develop and implement revisions to the company mission and values. |
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3. |
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SAP integration. |
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4. |
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Integration of the delegation of authority (critical for SAP, DataStream, and order to pay
system). |
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5. |
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Integration of accounting processes (critical for reporting process). |
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6. |
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Integration of IT infrastructures. |
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7. |
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Merge the operational IT applications and various IT contracts (e.g., engineering,
historian, EH&S, etc.) based
on a best of both or transformational concepts. Complete an assessment of both and create
an application
and contract integration road map. |
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8. |
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Merge the health, welfare, and retirement programs of both companies based on
either best of both or
transformational concepts. Complete a comparative review of both and plot a strategy
forward. |
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9. |
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Merge compensation processes of both companies, including payroll. |
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10. |
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Merge the policies and procedures of both companies. |
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11. |
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Complete the organization structure by functional area. Each functional leader will
complete their structure
and present for approval on a timely basis. We will discuss the development of a process to
recruit internally
as appropriate to fill open positions that result from the combined organizational structure. |
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12. |
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Address time critical legal issues like name change, company structure changes,
consolidation of corporate
counsel, company logo, etc. |
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13. |
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Get Company web site ready to launch at closing. |
On the fun front, this first
communiqué also serves as the official announcement of the
HollyFrontier Corporation Logo Contest. If you want to exercise your creative muscles, please
submit any ideas/sketches for our future organizations logo to your local HR Department for
consideration. The designer of our future logo will win a smokin iPad 2.
In summary, we hope these early itemizations have been helpful for you to see and review. We
realize that, as is always the case with initial communication, we will preliminarily create more
questions than we answer. Thats okaywe understand this and have several more weeks to convey in
detail what is happening, our rationale behind it, and how we will synergize toward greatness. We
will also share more about the tools, philosophies and constructs we are using to serve as our
lighthouse(s) along the way, as everything we are doing and deciding is predicated on reliable,
proven best practice methodologies.
Heres to the conversation; more forthcoming next Friday, March
25th, 2011. On behalf of the broader HollyFrontier Integration
Team,
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Important Information for Investors and Shareholders
This communications does 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 common stock of Holly
Corporation (Holly) in connection with the proposed merger with Frontier Oil Corporation
(Frontier) will be submitted to Hollys shareholders for their consideration, and the proposed
merger will be submitted to Frontiers shareholders for their consideration. In connection
therewith, Holly has filed a registration statement on Form S-4 with the Securities and Exchange
Commission (the SEC) that includes 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
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 will be
available free of charge on Hollys website at www.hollycorp.com under the tab Investors or by
contacting Hollys Investor Relations Department at (214) 871-3555. Copies of the documents filed
with the SEC by Frontier will be available free of charge on Frontiers website at
www.frontieroil.com under the tab Investor Relations and then under the tab SEC Filings or by
contacting Frontiers 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 to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 regarding the effects of the proposed merger and 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 todays 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 Hollys shareholders or Frontiers 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 Hollys and Frontiers business and the combined companys 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 Hollys, Frontiers and the
combined companys 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 Hollys and Frontiers 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.