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 20, 2003
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HOLLY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-03876 75-1056913
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Identification No.) incorporation)
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 871-3555
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ITEM 5. OTHER EVENTS
On May 20, 2003, the Company issued the following press release:
JOINT NEWS
RELEASE
FOR IMMEDIATE RELEASE
Contacts: Doug Aron (Frontier)
(713) 688-9600 x145
Matt Clifton (Holly)
(214) 871-3555
FRONTIER OIL AND HOLLY CORPORATION ANNOUNCE TERMINATION OF THE
HART-SCOTT-RODINO WAITING PERIOD FOR PENDING MERGER
Dallas, Texas, May 20, 2003 - Frontier Oil Corporation (NYSE -
FTO) and Holly Corporation (AMEX - HOC) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act has expired, satisfying one of the conditions to the
completion of the pending merger of Frontier and Holly. In
addition, the Federal Trade Commission approved Holly's pending
acquisition from ConocoPhillips of the Woods Cross refinery and
related assets located near Salt Lake City, Utah. The Woods Cross
refinery acquisition is expected to close on June 1, 2003, which
will satisfy another condition to the completion of the pending
merger of Frontier and Holly.
Completion of the pending merger of the two companies remains
subject to, among other things, both companies receiving
stockholder approval. Front Range Himalaya Corporation, which will
be the parent company and renamed "Frontier Oil Corporation" after
the merger, has filed a Form S-4 Registration Statement (which
includes the joint
preliminary proxy statement of Frontier and Holly) relating to the
proposed merger with the Securities and Exchange Commission.
Frontier, headquartered in Houston, Texas, operates a 110,000
bpd refinery located in El Dorado, Kansas and a 46,000 bpd
refinery located in Cheyenne, Wyoming. Holly, headquartered in
Dallas, Texas, operates a 60,000 bpd refinery located in Artesia,
New Mexico that is being expanded to 75,000 bpd and a 7,500 bpd
refinery in Great Falls, Montana. Holly also operates
approximately 2,000 miles of crude oil and refined product
pipelines in the west Texas and New Mexico region, Permian Basin
crude gathering operations and refined product terminals.
Investor Notices
This press release includes "forward-looking statements" as
defined by the Securities and Exchange Commission. Such statements
are those concerning the contemplated transaction and strategic
plans, expectations and objectives for future operations. All
statements, other than statements of historical facts, included in
this press release that address activities, events or developments
that the companies expect, believe or anticipate will or may occur
in the future are forward-looking statements. This includes
completion of the proposed transaction, realization of expected
synergies from the transaction, future financial performance,
future equity issuance and other matters. These statements are
based on certain assumptions made by the companies based on their
experience and perception of historical trends, current
conditions, expected future developments and other factors they
believe are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the companies. Investors are
cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ
materially from those projected in the forward-looking statements.
Frontier and Holly have filed a preliminary joint proxy
statement/prospectus and other documents regarding the proposed
merger described in this press release with the Securities and
Exchange Commission as part of a Registration Statement on Form
S-4 filed by Front Range Himalaya Corporation. Investors and
security holders are urged to read the preliminary joint proxy
statement/prospectus included in such Registration Statement
because it contains important information about Frontier and Holly
and the proposed transaction. A definitive joint proxy
statement/prospectus will be sent to security holders of Frontier
and Holly seeking their approval of the transaction. Investors and
security holders may obtain a free copy of the definitive joint
proxy statement/prospectus (when available) and other documents
filed by Frontier and Holly with the SEC at the SEC's web site at
www.sec.gov. The definitive joint proxy statement/prospectus and
other relevant documents may also be obtained free of cost by
directing a request to Frontier Oil Corporation, attention: Doug
Aron, 10000 Memorial Drive, Suite 600, Houston, Texas 77024 or
Holly Corp., attention: John Glancy, 100 Crescent Court, Suite
1600, Dallas, Texas 75201.
Frontier and Holly and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Frontier and
Holly in connection with the merger. Information about Frontier
and Holly and their respective directors and officers can be found
in Proxy Statements, Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q filed by Frontier and Holly with the SEC.
Additional information regarding the interests of those persons
may be obtained by reading the preliminary joint proxy
statement/prospectus and the definitive joint proxy
statement/prospectus when it becomes available.
This Current Report on Form 8-K contains certain "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical facts included
in this Form 8-K, are forward-looking statements. Such statements are subject to
risks and uncertainties,
including but not limited to risks and uncertainties with respect to the actions
of actual or potential competitive suppliers of refined petroleum products in
the 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 or shutdowns in refinery
operations or pipelines, effects of governmental regulations and policies, the
availability and cost of financing to the Company, the effectiveness of the
Company's capital investments and marketing strategies, the Company's efficiency
in carrying out construction projects, the successful acquisition and
integration of the Woods Cross refinery, the completion of the proposed
transaction with Frontier Oil Corporation, the possibility of terrorist attacks
and the consequences of any such attacks, and general economic conditions.
Although the Company believes that the expectations reflected by such
forward-looking statements are reasonable based on information currently
available to the Company, no assurances can be given that such expectations will
prove to have been correct. This summary discussion of risks and uncertainties
that may cause actual results to differ from those indicated in forward-looking
statements should be read in conjunction with the discussion under the heading
"Additional Factors That May Affect Future Results" included in Item 7 of the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2002,
and the discussion under the heading "Additional Factors That May Affect Future
Results" included in Item 2 of Part I of the Company's Quarterly Report on Form
10-Q for the quarter ended January 31, 2003. All forward-looking statements
included in this Current Report on Form 8-K and all subsequent oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the cautionary statements
set forth above.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
HOLLY CORPORATION
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(Registrant)
Date: May 21, 2003 By /s/Stephen J. McDonnell
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Stephen J. McDonnell
Vice President and Chief
Financial Officer