Form 425
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
Weekly Communiqué #07Merger Update
April 29, 2011
We hope you had a wonderful holiday and great week.
We have several things to share today and, given the 7 pages already comprising this weeks
communiqué, we have chosen to postpone additional FAQs until another time.
First, while much work remains, we have made significant progress establishing our organizations
future design.
Second, we are introducing a new section in our weekly communiqués entitled Spotlight. Today, we
are devoting three pages to introduce the Cheyenne refinery and, in weeks to come, Woods Cross, El
Dorado, Tulsa, Navajo and HEP.
Third and finally, we have made tremendous strides building the unified HollyFrontier website and
securing associated domain names. We will announce these soon and launch the site upon closing.
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Cheyenne Refinery, Leadership
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Cheyenne Refinery, Timeline1
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Special thanks to Martha Fida and Don Finley (at
Cheyenne) for their invaluable contributions to this weeks Spotlight. Theyve
set a high bar! |
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Cheyenne Refinery, Time Capsule
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Submitting Questions or Suggestions to our Integration Team
For those of you who have questions, suggestions or concerns about the Integration processor have
heard rumors and would like to surface these for a response, you may either submit them to your
local HR Departmentwhich will, in turn, share them with usor you may email the HollyFrontier
Integration Team at hollyfrontier_merger_questions@hollycorp.com. Please share whats on your mind,
as we cannot strive to meet unknown expectations or address unshared concerns.
On the fun front, thanks to so many of you for responding
eagerly to the (now concluded) HollyFrontier Corporation
Logo Contest. We will review the submissions over the next
couple weeks and announce the winner of the iPad2 in a
forthcoming communiqué, probably mid-late May. At that
time, we will also announce the next fun front contest and
corresponding prize...
Quotes for the Week
To achieve great things, two things are needed: a plan, and not quite enough time.
Leonard Bernstein (1918-1990)
Conductor, composer, author, music lecturer and pianist |
Things aint like they used to be...and probably never was.
Will Rogers (1879-1935)
Cowboy, comedian, humorist, social commentator, vaudeville
performer and actor |
The chains of habit are too light to be felt, until they are too heavy to be broken.
Warren Buffett
Investor, industrialist, philanthropist, 3rd wealthiest
person in the world and Chairman & CEO of Berkshire Hathaway |
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Merger Update #08 will be published on Friday, May 6th, 2011 and we will share
additional progress at that time. Today, we filmed a few video segments designed to more fully
answer two frequently heard questions: Whats the purpose of the merger? and What sort of
culture does executive management want to create? We will release these clips throughout May,
continuing our organizations introduction to new colleagues and Frontier at large.
On behalf of the broader HollyFrontier Integration Team, thank you for your excellence and
extraordinary efforts during these exciting times.
Dave Lamp
President
Holly Corporation
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Important Information for Investors and Shareholders
This communication 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 Holly Corporation (Holly)
common stock in connection with the proposed merger will be submitted to Hollys shareholders for
their consideration, and the proposed merger will be submitted to shareholders of Frontier Oil
Corporation (Frontier) for their consideration. Holly filed with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that included 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 constituted 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 AND FRONTIER 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 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 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 shareholders of
Frontier in connection with the proposed transaction. Information about the directors and executive
officers of Holly is set forth in its proxy statement for its 2011 annual meeting of shareholders,
which was filed with the SEC on March 31, 2011. 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, are contained in the joint proxy statement/prospectus and other relevant materials to
be filed with the SEC.
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 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 believes, 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 and Frontier caution 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. All subsequent written and oral forward-looking
statements concerning Holly, Frontier, the proposed merger or other matters and attributable to
Holly or Frontier or any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Neither Holly nor Frontier undertake any obligation to publicly
update any of these forward-looking statements to reflect events or circumstances that may arise
after the date hereof.
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