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): May 11, 2011 (May 11, 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
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(Commission File Number)
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(I.R.S. Employer |
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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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| 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))
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Item 8.01 Other Events.
On May 11, 2011, Holly Corporation (“Holly”) issued a press release announcing the meeting
date and the record date for the special meeting of its stockholders to consider and vote upon,
among other things, (i) the proposal to approve the issuance of shares of Holly common stock to the
shareholders of Frontier Oil Corporation (“Frontier”) in connection with the merger contemplated by
the Agreement and Plan of Merger, dated as of February 21, 2011, by and among Holly, Frontier and
North Acquisition, Inc. a wholly owned subsidiary of Holly, and (ii) the proposal to approve and
adopt Holly’s amended and restated certificate of incorporation to, among other things, increase
the number of authorized shares of Holly capital stock and change the name of Holly to
“HollyFrontier Corporation.”
Holly stockholders of record at the close of business on May 20, 2011 will be entitled to
receive notice of the special meeting and to vote at the special meeting. The special meeting is
scheduled to be held on June 28, 2011 at 3:00 p.m. Central Time.
A copy of this press release is set forth in Exhibit 99.1 hereto and is incorporated herein by
reference.
Important Information for Investors and Shareholders
Communications in this Current Report on Form 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
stockholders for their consideration, and the proposed merger will be submitted to shareholders of
Frontier for their consideration. Holly has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 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 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 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 documents filed with
the SEC by Frontier will be 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 stockholders 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
stockholders, 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 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 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 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, there is no assurance that the proposed merger will be
consummated. The merger agreement will terminate if the companies do not receive the necessary
approval of Holly stockholders or Frontier 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 businesses 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 and Frontier caution 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 Report on Form 10-K, subsequent Quarterly Report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Exhibit Title |
99.1
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Press Release, dated May 11, 2011, issued by Holly Corporation |