Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - FRONTIER OIL CORP /NEW/ | ex99-1.htm |
EX-99.2 - EXHIBIT 99.2 - FRONTIER OIL CORP /NEW/ | ex99-2.htm |
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): November 18, 2009
FRONTIER
OIL CORPORATION
(Exact
name of registrant as specified in its charter)
Wyoming
|
1-7627
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74-1895085
|
(State
or other jurisdiction of incorporation
or
organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
10000
Memorial Drive, Suite 600
Houston,
Texas
|
77024-3411
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (713)
688-9600
|
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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
November 18, 2009, the Board of Directors of Frontier Oil Corporation
(“Frontier”) expanded the size of its Board by one and appointed Franklin Myers
as a director of Frontier. Mr. Myers was not elected to serve on any
committee of the Board of Directors.
There is
no arrangement or understanding between Mr. Myers and any
other persons pursuant to which he was selected as a
director. Mr. Myers is not a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
As a
non-employee director, Mr. Myers is entitled to receive cash compensation and
grants of equity incentive compensation in accordance with the arrangements in
effect for non-employee directors of Frontier. For a description of
non-employee director compensation, see Exhibit 10.55 filed on February 26, 2009
with Frontier’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008, which is incorporated herein by reference.
Mr. Myers
is anticipated to enter into an indemnification agreement in the form entered
into with other directors and officers of Frontier. These agreements require us,
among other things, to indemnify our directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers and to advance their expenses incurred as a result of a proceeding as
to which they may be indemnified. These indemnification agreements
are intended to provide indemnification rights to the fullest extent permitted
under applicable indemnification rights statutes in the State of Wyoming and
will be in addition to any other rights that the indemnitee may have under our
articles of incorporation, bylaws and applicable law. The form of this agreement
is incorporated by reference into this Form 8-K from Exhibit 10.41 to Frontier’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which
was filed on February 28, 2007.
A copy of
the press release announcing Mr. Myers’ election is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item
8.01
|
Other
Events
|
On
November 18, 2009, Frontier announced its intention to change its inventory
valuation method to the last-in, first-out (LIFO) method from the first-in,
first-out (FIFO) method effective with the filing of Frontier’s Form 10-K for
the fiscal year ended December 31, 2009.
Frontier
also announced on November 18, 2009 that its Board of Directors declared a
regular quarterly cash dividend on Frontier’s common stock of $0.06 per
share. The dividend is payable January 13, 2010 to shareholders of
record as of the close of business on December 30, 2009. Based on
current market conditions and after giving effect to the change in inventory
valuation methods, Frontier anticipates being contractually unable to pay cash
dividends under the restricted payments provision of Frontier’s senior notes
indentures upon the filing of its Form 10-K for the year ended December 31,
2009.
A copy of
the press release is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
Number
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Description
|
|
10.1
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Summary
of Compensation for Non-Employee Directors (incorporated by reference from
Exhibit 10.55 to Form 10-K, File Number 1-07627, filed February 26,
2009).
|
|
10.2
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Form
of Indemnification Agreement by and between Frontier Oil Corporation and
each of its officers and directors (incorporated by reference from Exhibit
10.41 to Form 10-K, File Number 1-07627, filed February 28,
2007).
|
|
99.1
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Press
release issued by Frontier Oil Corporation on November 19,
2009.
|
|
99.2
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Press
release issued by Frontier Oil Corporation on November 18,
2009.
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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 hereunto
duly authorized.
FRONTIER
OIL CORPORATION
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By: /s/
Doug S. Aron
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Doug
S. Aron
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Executive
Vice President - Chief Financial Officer
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Date:
November 20, 2009
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