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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30, 2003
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HOLLY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 001-03876 75-1056913
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
100 CRESCENT COURT, 75201-6927
SUITE 1600 (Zip code)
DALLAS, TEXAS
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 871-3555
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 30, 2003, Holly Corporation, a Delaware corporation ("Holly"), and
Frontier Oil Corporation, a Wyoming corporation ("Frontier"), entered into an
Agreement and Plan of Merger (the "Agreement").
Attached as exhibits hereto and incorporated herein by reference are (i)
the Agreement, (ii) the form of Holly Holder Support Agreement entered into
between Frontier and Holly's directors and certain officers and stockholders of
Holly identified on Schedule A to Exhibit 99.2 (the "Holly Holders") who have
agreed to vote in favor of the Holly Merger, (iii) the form of Frontier
Affiliate's Support Agreement entered into between Holly and Frontier's
directors and certain officers of Frontier identified on Schedule A to Exhibit
99.3 (the "Frontier Holders"), (iv) the Registration Rights Agreement entered
into among Front Range Himalya Corporation, a Wyoming corporation ("Parent"),
and the Holly Holders, and to be entered into by the Frontier Holders, and (v)
the and press release announcing the proposed business combination.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Agreement and Plan of Merger, dated March 30, 2003,
among Frontier, Holly, Parent, Front Range Merger
Corporation, a Delaware corporation, and Himalaya
Merger Corporation, a Delaware corporation.*
99.2 -- Form of Holly Holder Support Agreement entered into
on March 30, 2003, between Frontier and each of the
Holly Holders.*
99.3 -- Form of Frontier Affiliate's Support Agreement
entered into on March 30, 2003, between Holly and
each of the Frontier Holders.*
99.4 -- Registration Rights Agreement, dated March 30, 2003,
among Parent and the Holly Holders, and to be entered
into by the Frontier Holders.*
99.5 -- Press release, dated March 31, 2003.*
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities 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
By: /s/ Stephen J. McDonnell
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Stephen J. McDonnell
Vice President and Chief
Financial Officer
Date: April 1, 2003
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 -- Agreement and Plan of Merger, dated March 30, 2003,
among Frontier, Holly, Parent, Front Range Merger
Corporation, a Delaware corporation, and Himalaya
Merger Corporation, a Delaware corporation
99.2 -- Form of Holly Holder Support Agreement entered into
on March 30, 2003, between Frontier and each of the
Holly Holders.
99.3 -- Form of Frontier Affiliate's Support Agreement
entered into on March 30 and 31, 2003, between Holly
and each of the Frontier Holders.
99.4 -- Registration Rights Agreement, dated March 30, 2003,
among Parent and the Holly Holders, and to be entered
into by the Frontier Holders.
99.5 -- Press release, dated March 31, 2003.
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