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8-K - FORM 8-K - HollyFrontier Corp | d82328e8vk.htm |
Exhibit 99.1
HollyFrontier |
Weekly Communiqué #09Merger Update
May 13, 2011
May 13, 2011
Friday the 13th or not,
fortune continues to smile upon our respective
organizations: we are on track for a July 1st closing. This will follow our respective
shareholders meetings, currently planned for June 28th, at which the stockholders will
cast their votes onamong other thingsthe issuance of shares in connection with the merger (in
Hollys case) and approving the merger agreement (in Frontiers case).
n n n
Now, as indicated last Friday, with the exception of a couple new FAQs resulting from last
weeks Nellsons News, todays communiqué is a link to a video segment rather than a written
document.
Todays release (Video One) affords us the opportunity to answer two questions we often hear,
Whats the purpose of the merger? and What sort of culture does executive management want to
create?
Holly Corporation & Frontier Oil Corporation, Weekly
CommuniquéMerger Update #09, Video One
Produced as one in a series of internal communications to their
respective organizations, Frontier CEO Mike Jennings and Holly
President Dave Lamp answer two frequently heard employee questions:
Whats the purpose of the merger? and What sort of culture does
executive management want to create?
(Video Runtime: 00:08:04. To ensure an optimal viewing experience,
please allow time for the video to fully load before playing.)
The video can be viewed within the Holly Network at this intranet
URL:http://video.hollycorp.com/HollyFrontier_Weekly-01.htm
In the likelihood you wish to share this video with family or
friends, it can also be found in the public domain here:
http://vimeo.com/23378801
We will release additional video segments in subsequent weeks that address more questions.
Employee FAQs
Nellsons News (regarding IT) in last weeks communiqué generated a
couple questions. Theyand Nellsons responsesare as follows:
Questions | Integration Team Response | |
If IT is considering a
Dallas Central for servers,
will that create any challenges
at the refineries (by not having
a server on site)?
|
Great question. Remember, a
centralized IT organization does not
necessarily mean that all servers will
reside in Dallas. In the current
Holly model, for example, there are
dozens of servers outside the primary
data center. The existing Holly
refinery sites have servers for lab
systems, data historians, tank gauging
systems, file shares and other
systems. When evaluating what to centralizeand notthere are several factors to consider. Having a server on site makes sense in cases where 100% uptime and instant responses are critical. The control systems at the refineries are a great example of this. In addition to these control systems, having local or site-specific applications on a central server may not make sense because it adds unnecessary demand on the network, which can result in slower performance. Also, it doesnt really save the company money to do that. There are cases, however, where it does make sense to have an application on a central server. These include having a single application utilized across the entire company. SAP and email are good examples. In the case of SAP, it is very difficult to have a single process when the same software is running on multiple servers because it creates redundant expenditures resulting from hardware and support. Rest assured, we have great empathy for users response time, which is often a function of network bandwidth. We are in the process of rightsizing our network to optimize response time. |
|
Outlook software has not been
updated in several years, causing
problems when it is needed for
any internet solutions. Will
this be a good time to update our
Microsoft Office software?
|
Both Holly and Frontier had plans (and purchased licenses) to upgrade the Microsoft Suite this year. The merger activities delayed this upgrade a few months, but we expect to upgrade later this year or early in 2012. |
Submitting Questions or Suggestions to our Integration Team
For those of you who have questions, suggestions or concerns about the Integration
processor have heard rumors and would like to surface these for a response, you may either submit
them to your local HR Departmentwhich will, in turn, share them with usor you may email the
HollyFrontier Integration Team at hollyfrontier_merger_questions@hollycorp.com. Please share
whats on your mind, as we cannot strive to meet unknown expectations or address unshared concerns.
Next Friday, May 20th, we will resume writingand answer more FAQs, share
additional updates and feature the EI Dorado refinery in Spotlight.
Have a great weekend and week,
Dave Lamp
President
Holly Corporation
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. The issuance of Holly Corporation
(Holly) common stock in connection with the proposed merger will be submitted to Hollys
shareholders for their consideration, and the proposed merger will be submitted to shareholders of
Frontier Oil Corporation (Frontier) for their consideration. Holly filed with the Securities and
Exchange Commission (SEC) a registration statement on Form S-4 that included a joint proxy
statement to be used by Holly and Frontier to solicit the required approval of their shareholders
in connection with the proposed merger and constituted a prospectus of Holly. Holly and Frontier
may also file other documents with the SEC concerning the proposed merger. INVESTORS AND SECURITY
HOLDERS OF HOLLY AND FRONTIER ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents containing important information about Holly and Frontier
through the website maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by Holly will be available free of charge on Hollys website at www.hollycorp.com
under the tab Investors or by contacting Hollys Investor Relations Department at (214) 871-3555.
Copies of documents filed with the SEC by Frontier will be available free of charge on Frontiers
website at www.frontieroil.com under the tab Investor Relations and then under the tab SEC
Filings or by contacting Frontiers Investor Relations Department at (713) 688-9600.
Holly, Frontier and certain of their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of Holly and shareholders of
Frontier in connection with the proposed transaction. Information about the directors and executive
officers of Holly is set forth in its proxy statement for its 2011 annual meeting of shareholders,
which was filed with the SEC on March 31, 2011. Information about the directors and executive
officers of Frontier is set forth in its proxy statement for its 2011 annual meeting of
shareholders, which was filed with the SEC on March 21, 2011. These documents can be obtained free
of charge from the sources indicated above. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials to
be filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include
statements regarding the effects of the proposed merger and statements preceded by, followed by or
that otherwise include the words believes, expects, anticipates, intends, estimates, or
similar expressions. Forward looking statements relating to expectations about future results or
events are based upon information available to Holly and Frontier as of todays date, and are not
guarantees of the future performance of Holly, Frontier or the combined company, and actual results
may vary materially from the results and expectations discussed. For instance, although Holly and
Frontier have signed an agreement for a subsidiary of Holly to merge with and into Frontier, there
is no assurance that they will complete the proposed merger by a specified date or at all. The
merger agreement will terminate if the companies do not receive the necessary approval of Hollys
shareholders or Frontiers shareholders or government approvals or if either Holly or Frontier
fails to satisfy conditions to closing. Additional risks and uncertainties related to the proposed
merger include, but are not limited to, the successful integration of Hollys and Frontiers
business and the combined companys ability to compete in the highly competitive refining and
marketing industry. The revenues, earnings and business prospects of Holly, Frontier and the
combined company and their ability to achieve planned business objectives will be subject to a
number of risks and uncertainties. These risks and uncertainties include, among other things, risks
and uncertainties with respect to the actions of actual or potential competitive suppliers of
refined petroleum products in Hollys, Frontiers and the combined companys 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, curtailments or shutdowns in refinery
operations or pipelines; effects of governmental and environmental regulations and policies; the
availability and cost of financing; the effectiveness of capital investments and marketing
strategies; efficiency in carrying out construction projects; the ability to acquire refined
product operations or pipeline and terminal operations on acceptable terms and to integrate any
existing or future acquired operations; the possibility of terrorist attacks and the consequences
of any such attacks; and general economic conditions.
Holly and Frontier caution that the foregoing list of risks and uncertainties is not exclusive.
Additional information concerning these and other risks is contained in Hollys and Frontiers most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
recent
Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking
statements concerning Holly, Frontier, the proposed merger or other matters and attributable to
Holly or Frontier or any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Neither Holly nor Frontier undertake any obligation to publicly
update any of these forward-looking statements to reflect events or circumstances that may arise
after the date hereof.