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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): MAY 12, 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 May 12, 2003, Holly Corporation ("Holly") entered into an Amendment to
the Merger Agreement (the "Amendment"), amending the Agreement and Plan of
Merger (the "Merger Agreement") dated March 30, 2003, among Holly, Frontier Oil
Corporation, a Wyoming corporation ("Frontier"), Front Range Himalaya
Corporation, a Wyoming corporation ("Parent"), Front Range Merger Corporation, a
Delaware corporation ("Front Range"), and Himalaya Merger Corporation, a
Delaware corporation ("Himalaya"). The Merger Agreement was previously filed as
Exhibit 99.1 to Holly's current report on Form 8-K filed on April 2, 2003. The
Amendment makes changes to the form of bylaws attached as Exhibit B to the
Merger Agreement required to be adopted by Parent prior to consummation of the
merger transaction. The Amendment is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety.
Also on May 12, 2003, as contemplated by the Merger Agreement, Holly
entered into a Contingent Value Rights Agreement, among Holly, Frontier, Parent,
Front Range, Himalaya and Jack P. Reid, as representative of the contingent
value rights holders, which will govern the contingent value rights to be
received by Holly's stockholders in the merger transaction. The Contingent Value
Rights Agreement is attached hereto as Exhibit 99.2 and is incorporated herein
in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 -- Amendment to the Merger Agreement, dated May 12, 2003, among
Holly, Frontier, Parent, Front Range and Himalaya.*
99.2 -- Contingent Value Rights Agreement, dated May 12, 2003, among
Holly, Frontier, Parent, Front Range, Himalaya and Jack P. Reid.*
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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: May 13, 2003
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 -- Amendment to the Merger Agreement, dated May 12, 2003, among
Holly, Frontier, Parent, Front Range and Himalaya.
99.2 -- Contingent Value Rights Agreement, dated May 12, 2003, among
Holly, Frontier, Parent, Front Range, Himalaya and Jack P.
Reid.
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