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): June 30, 2011 (June 24, 2011)
HOLLY ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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001-32225
(Commission File Number)
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20-0833098
(I.R.S. Employer
Identification Number) |
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2828 N. Harwood, Suite 1300
Dallas, Texas
(Address of principal
executive offices)
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75201
(Zip code) |
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
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:
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.
In connection with the anticipated merger (the “Merger”) of Holly Corporation (“Holly”) and
Frontier Oil Corporation (“Frontier”) contemplated by the Agreement and Plan of Merger, dated as of
February 21, 2011, by and among Holly, Frontier and North Acquisition, Inc., a wholly owned
subsidiary of Holly, on June 29, 2011, the Board of Directors (the “Board”) of Holly Logistic
Services, L.L.C. (“HLS”), which is the general partner of HEP Logistics Holdings, L.P., which is
the general partner of Holly Energy Partners, L.P. (the “Partnership”), appointed (a) Matthew P.
Clifton to the position of Chief Executive Officer and President of HLS, (b) Douglas S. Aron to the
position of Executive Vice President and Chief Financial Officer of HLS and (c) Bruce R. Shaw to
the position of Senior Vice President, Strategy and Corporate Development of HLS, in each case
effective as of July 1, 2011 and subject to the completion of the Merger. Messrs. Clifton and Shaw
currently serve in the position of Chairman of the Board and Chief Executive Officer of HLS and
Senior Vice President and Chief Financial Officer of HLS, respectively. Certain information
regarding Messrs. Clifton and Shaw is disclosed in the following section of the Partnership’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which such disclosure is
incorporated herein by reference: “Part III — Item 10. Directors, Executive Officers and
Corporate Governance”.
Mr. Aron, age 37,
will become the Executive Vice President and Chief Financial Officer
of HollyFrontier Corporation
upon the closing of the Merger. He currently serves as Frontier’s Executive Vice President and
Chief Financial Officer, which position he has held since 2009. Prior to such position, Mr. Aron
served as Vice President — Corporate Finance of Frontier from 2005 to 2009 and Director —
Investor Relations for Frontier from 2001 to 2005. Before joining Frontier, Mr. Aron was a
lending officer at Amegy bank. Mr. Aron does not have any family relationship with any director or
other executive officer of HLS. There are no transactions in which Mr. Aron has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
There are no arrangements or understandings between any of Messrs. Clifton, Aron and Shaw and
any other person pursuant to which such person was selected as an officer.
Subject to the completion of the Merger, David G. Blair will be leaving his position as
President of HLS to lead Holly’s Asphalt and Heavy Fuels Division effective July 1, 2011. Pursuant
to the Holly Energy Partners, L.P. Long-Term Incentive Plan (the “LTIP”) and associated grant
agreements, upon Mr. Blair’s termination of employment with HLS the restricted units granted to Mr.
Blair in 2009 and 2010 shall vest in full. The performance units granted to Mr. Blair in 2009 and
2010 under the LTIP shall be paid out at a performance percentage of 100% (rather than 150%, as the
plan provides in the event of a special involuntary termination). Mr. Blair will also receive a
payment of $80,000 (50% of his target annual bonus) upon his termination of employment.