Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 and incorporated herein by reference in its
entirety is a copy of a press release issued by Holly Corporation (the
"Company") on June 2, 2009 announcing that it intends to commence an offering of
$200 million principal amount of senior notes due 2017.
A copy of certain information contained in the preliminary offering
memorandum dated June 2, 2009 relating to the proposed private offering of the
notes under the captions "Risk factors," "Our recent acquisition of the Tulsa
Refinery," "Management's discussion and analysis of financial condition and
results of operations," and "Business" is attached as Exhibits 99.2, 99.3, 99.4
and 99.5 , respectively, to this report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished in this report on Form 8-K pursuant to Item 7.01, including Exhibits
99.1, 99.2, 99.3, 99.4 and 99.5, shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"),
or otherwise subject to the liabilities of that section, unless the Company
specifically incorporates it by reference in a document filed under the Exchange
Act or the Securities Act of 1933 ("Securities Act"). By filing this report on
Form 8-K pursuant to Item 7.01 and furnishing this information, the Company
makes no admission as to the materiality of any information in this report,
including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, or that any such information
includes material investor information that is not otherwise publicly available.
The information furnished in this report on Form 8-K pursuant to Item 7.01,
including the information contained in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5,
is summary information that is intended to be considered in the context of the
Company's Securities and Exchange Commission ("SEC") filings and other public
announcements that the Company may make, by press release or otherwise, from
time to time. The Company disclaims any current intention to revise or update
the information furnished in this report on Form 8-K pursuant to Item 7.01,
including the information contained in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5,
although the Company may do so from time to time as its management believes is
warranted. Any such updating may be made through the furnishing or filing of
other reports or documents with the SEC, through press releases or through other
public disclosure.
The information furnished in this report on Form 8-K pursuant to Item 7.01,
including the information contained in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5,
is neither an offer to sell nor a solicitation of an offer to buy any of the
notes. The notes that the Company intends to offer will not be registered under
the Securities Act or applicable state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
Item 8.01 Other Events.
In December 2007, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards ("SFAS") No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - an Amendment of Accounting Research Bulletin
No. 51." SFAS No. 160 changes the classification of noncontrolling interests,
also referred to as minority interests, in the consolidated financial
statements. This standard was effective for all fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Early adoption was not permitted.
The Company adopted this standard effective January 1, 2009. The Company is
filing as Exhibit 99.6 to this report the Consolidated Financial Statements of
Holly Corporation as of December 31, 2008 and 2007, and for each of the three
years ended December 31, 2008, which have been updated from the
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financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2008, to reflect our retrospective application of
this standard. As a result, all previous references to "minority interest" have
been replaced with "noncontrolling interest." Additionally, net income
attributable to the non-controlling interest in the Company's subsidiary Holly
Energy Partners, L.P. is now presented as an adjustment to net income to arrive
at "Net income attributable to Holly Corporation stockholders" in the Company's
Consolidated Statements of Income. Prior to our adoption of this standard, this
amount was presented as "Minority interests in earnings of Holly Energy
Partners," a non-operating expense item before "Income before income taxes."
Additionally, equity attributable to noncontrolling interests is now presented
as a separate component of total equity in the Company's Consolidated Financial
Statements. While this presentation differs from previous GAAP requirements,
this standard did not affect our net income and equity attributable to Holly
stockholders.
Item 9.01 Financial Statements and Exhibits.
23.1 - Consent of Ernst & Young LLP
99.1 - Press Release of Holly Corporation issued June 2, 2009.*
99.2 - Information contained under the caption "Risk factors" in the
preliminary offering memorandum.*
99.3 - Information contained under the caption "Our recent acquisition of the
Tulsa Refinery" in the preliminary offering memorandum.*
99.4 - Information contained under the caption "Management's discussion and
analysis of financial condition and results of operations" in the
preliminary offering memorandum.*
99.5 - Information contained under the caption "Business" in the preliminary
offering memorandum.*
99.6 - Consolidated Financial Statements of Holly Corporation as of
December 31, 2007 and 2008 and for each of the three years ended
December 31, 2008 (adjusted to reflect to the retrospective
application of SFAS No. 160 and certain other items as described in
Note 21).
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* Furnished pursuant to Regulation FD.
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