0000950123-11-063950.txt : 20110705 0000950123-11-063950.hdr.sgml : 20110704 20110705172338 ACCESSION NUMBER: 0000950123-11-063950 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 GROUP MEMBERS: TCTC HOLDINGS, LLC GROUP MEMBERS: TURTLE CREEK MANAGEMENT, LLC GROUP MEMBERS: TURTLE CREEK TRUST COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HollyFrontier Corp CENTRAL INDEX KEY: 0000048039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 751056913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88989 FILM NUMBER: 11950699 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148713555 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: HOLLY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL APPLIANCE CORP DATE OF NAME CHANGE: 19680508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCTC Holdings, LLC CENTRAL INDEX KEY: 0001483870 IRS NUMBER: 800500233 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 705 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2144680104 MAIL ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 705 CITY: DALLAS STATE: TX ZIP: 75204 SC 13D/A 1 c19624sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

HOLLYFRONTIER CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
435758305
(CUSIP Number)
Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
435758305 
  

 

           
1   NAMES OF REPORTING PERSONS

TCTC Holdings, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,822,449
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   7,212,799
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,212,799
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC

 

                     
CUSIP No.
  
435758305 
  

 

           
1   NAMES OF REPORTING PERSONS

Turtle Creek Trust Company
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,822,449
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,822,449
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,822,449
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  BK

 

                     
CUSIP No.
  
435758305 
  

 

           
1   NAMES OF REPORTING PERSONS

Turtle Creek Management, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   390,350
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  390,350
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

 

This Amendment No. 1 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Common Stock of the Company filed May 20, 2011, by the Reporting Persons with the Securities and Exchange Commission (the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of HollyFrontier Corporation, a Delaware corporation (the “Company”). The address of the principal executive offices of the Company is 2828 N. Harwood, Suite 1300, Dallas, Texas 75201.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On July 1, 2011, the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 21, 2011, by and among the Company, North Acquisition, Inc., a Wyoming corporation and direct wholly owned subsidiary of the Company (“North Acquisition”), and Frontier Oil Corporation, a Wyoming corporation (“Frontier”) occurred.
Pursuant to the Merger Agreement, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and Frontier filed Articles of Merger and a Third Amended and Restated Articles of Incorporation with the Secretary of State of the State of Wyoming, pursuant to which North Acquisition merged with and into Frontier, with Frontier continuing as the surviving corporation. Upon consummation of the merger, the Company changed its name from Holly Corporation to HollyFrontier Corporation. The merger consideration paid to Frontier’s shareholders consisted of the right to receive 0.4811 shares of the Company’s Common Stock for each outstanding share of Frontier common stock. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 99.11.
The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(c) Transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons and, to the Reporting Persons’ knowledge, the Listed Persons are described below.
                             
Transaction   Effecting   Shares   Shares     Price     Description
Date   Person(s)   Acquired   Disposed     Per Share (1)     of Transaction
6/02/2011  
Management
         650     $ 60.46     Open Market
6/07/2011  
Management
         5,000     $ 59.34     Open Market
6/13/2011  
Management
         5,000     $ 61.59     Open Market
6/13/2011  
Trust Company
         5,000     $ 61.59     Open Market
6/14/2011  
Management
         400     $ 63.11     Open Market
6/14/2011  
Management
         10,000     $ 63.26     Open Market

 

 

 

                             
Transaction   Effecting   Shares   Shares     Price     Description
Date   Person(s)   Acquired   Disposed     Per Share (1)     of Transaction
6/14/2011  
Trust Company
         30,000     $ 63.26     Open Market
6/16/2011  
Management
         1,000     $ 62.20     Open Market
6/16/2011  
Management
         600     $ 62.27     Open Market
6/17/2011  
Trust Company
         10,000     $ 62.89     Open Market
6/21/2011  
Management
         10,000     $ 67.33     Open Market
6/21/2011  
Trust Company
         10,000     $ 67.33     Open Market
6/22/2011  
Trust Company
         100,000     $ 67.52     Open Market
6/27/2011  
Management
         2,000     $ 61.23     Open Market
6/28/2011  
Trust Company
         30,000     $ 66.57     Open Market
6/29/2011  
Trust Company
         30,000     $ 68.76     Open Market
6/30/2011  
Management
         10,000     $ 68.94     Open Market
6/30/2011  
Management
         900     $ 68.63     Open Market
(1) Excludes commission of $0.05 per share.
The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
The following exhibits are filed as exhibits hereto:
     
Exhibit   Description of Exhibit
99.1
  Additional Information (filed herewith)
99.2
  Joint Filing Agreement (incorporated herein by reference to Exhibit 99.2 of the Schedule 13D filed with the SEC by the Reporting Persons on May 20, 2011)
99.3
  Form of Director Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed with the SEC by the Company on May 8, 2009)
99.4
  Holly Corporation Long-Term Incentive Compensation Plan, as amended and restated on May 24, 2007 (incorporated herein by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.5
  Amendment No. 1 to the Holly Corporation Long-Term Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.6
  First Amendment to Restricted Stock Unit Agreement dated May 11, 2006 (incorporated herein by reference to Exhibit 10.10 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.7
  Form of Director Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Company on November 4, 2004)
99.8
  Holly Corporation-Supplemental Payment Agreement for 2001 Service as Director (incorporated herein by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed with the SEC by the Company on October 11, 2002)
99.9
  Holly Corporation-Supplemental Payment Agreement for 2002 Service as Director (incorporated herein by reference to Exhibit 10.20 of the Annual Report on Form 10-K filed with the SEC by the Company on October 11, 2002)
99.10
  Holly Corporation Long-Term Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the SEC by the Company on December 12, 2002)
99.11
  Agreement and Plan of Merger, dated as of February 21, 2011, by and among Holly Corporation, North Acquisition, Inc. and Frontier Oil Corporation (incorporated herein by reference to Annex A of the Registration Statement on Form S-4 filed with the SEC by the Company on March 21, 2011).

 

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Date: July 5, 2011   TCTC Holdings, LLC
 		  
  By:   /s/ R. Craig Knocke    
  Name:   R. Craig Knocke   
  Title:   Manager   
 
  Turtle Creek Trust Company
 		  
  By:   /s/ R. Kevin Hardage    
  Name:   R. Kevin Hardage   
  Title:   President   
 
  Turtle Creek Management, LLC
 		  
  By:   /s/ Philip Kistler    
  Name:   Philip Kistler   
  Title:   Chief Executive Officer   

 

 

 

         
EXHIBIT INDEX
     
Exhibit   Description of Exhibit
99.1
  Additional Information (filed herewith)
99.2
  Joint Filing Agreement (incorporated herein by reference to Exhibit 99.2 of the Schedule 13D filed with the SEC by the Reporting Persons on May 20, 2011)
99.3
  Form of Director Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed with the SEC by the Company on May 8, 2009)
99.4
  Holly Corporation Long-Term Incentive Compensation Plan, as amended and restated on May 24, 2007 (incorporated herein by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.5
  Amendment No. 1 to the Holly Corporation Long-Term Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.6
  First Amendment to Restricted Stock Unit Agreement dated May 11, 2006 (incorporated herein by reference to Exhibit 10.10 of the Annual Report on Form 10-K filed with the SEC by the Company on February 27, 2009)
99.7
  Form of Director Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Company on November 4, 2004)
99.8
  Holly Corporation-Supplemental Payment Agreement for 2001 Service as Director (incorporated herein by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed with the SEC by the Company on October 11, 2002)
99.9
  Holly Corporation-Supplemental Payment Agreement for 2002 Service as Director (incorporated herein by reference to Exhibit 10.20 of the Annual Report on Form 10-K filed with the SEC by the Company on October 11, 2002)
99.10
  Holly Corporation Long-Term Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the SEC by the Company on December 12, 2002)
99.11
  Agreement and Plan of Merger, dated as of February 21, 2011, by and among Holly Corporation, North Acquisition, Inc. and Frontier Oil Corporation (incorporated herein by reference to Annex A of the Registration Statement on Form S-4 filed with the SEC by the Company on March 21, 2011).

 

 

EX-99.1 2 c19624exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
EXHIBIT 99.1
ADDITIONAL INFORMATION
Reporting Person: TCTC Holdings, LLC
The name and present principal occupation or employment of each director and executive officer of, and each person controlling, TCTC Holdings, LLC is set forth below. Except as otherwise described herein, the business address of each person named below is 2626 Cole Avenue, Suite 705, Dallas, Texas 75204. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.
             
TCTC Holdings, LLC
Name   Title   Principal Occupation   Citizenship
R. Kevin Hardage
  Manager   Manager of TCTC Holdings, LLC   United States
Philip Kistler
  Manager   Manager of TCTC Holdings, LLC   United States
Peter Denker
  Manager   Manager of TCTC Holdings, LLC   United States
R. Craig Knocke
  Manager   Manager of TCTC Holdings, LLC   United States
The aggregate number and percentage of the class of securities of the Company beneficially owned by each director and executive officer of, and each person controlling, TCTC Holdings, LLC, is set forth below.
                                                 
TCTC Holdings, LLC  
    Aggregate     Percentage     Sole Power     Shared Power     Sole Power     Shared Power  
Name   Number     of Class     to Vote     to Vote     to Dispose     to Dispose  
R. Kevin Hardage
     2,137       0.0 %     2,137       0       2,137       0  
Reporting Person: Trust Creek Trust Company
The name and present principal occupation or employment of each director and executive officer of, and each person controlling, Turtle Creek Trust Company is set forth below. Except as otherwise described herein, the business address of each person named below is 2626 Cole Avenue, Suite 705, Dallas, Texas 75204. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.
             
Turtle Creek Trust Company
Name   Title   Principal Occupation   Citizenship
R. Kevin Hardage
  Director, President and Chief Executive Officer   Manager of TCTC Holdings, LLC   United States
Philip Kistler
  Director and Executive Vice President   Manager of TCTC Holdings, LLC   United States
Peter Denker
  Director   Manager of TCTC Holdings, LLC   United States
R. Craig Knocke
  Director   Manager of TCTC Holdings, LLC   United States
Robert G. McKenzie
  Director   Director of Turtle Creek Trust Company   United States
The aggregate number and percentage of the class of securities of the Company beneficially owned by each director and executive officer of, and each person controlling, Turtle Creek Trust Company, is set forth below.
                                                 
Turtle Creek Trust Company  
    Aggregate     Percentage     Sole Power     Shared Power     Sole Power     Shared Power  
Name   Number     of Class     to Vote     to Vote     to Dispose     to Dispose  
R. Kevin Hardage
     2,137       0.0 %     2,137       0       2,137       0  
Robert G. McKenzie
     28,488       0.0 %     28,488       0       28,488       0  

 

 

 

Reporting Person: Turtle Creek Management, LLC
The name and present principal occupation or employment of each director and executive officer of, and each person controlling, Turtle Creek Management, LLC is set forth below. Except as otherwise described herein, the business address of each person named below is 2626 Cole Avenue, Suite 705, Dallas, Texas 75204. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.
             
Turtle Creek Management, LLC
Name   Title   Principal Occupation   Citizenship
R. Kevin Hardage
  Manager and President   Manager of TCTC Holdings, LLC   United States
Philip Kistler
  Manager and Chief Executive Officer   Manager of TCTC Holdings, LLC   United States
Peter Denker
  Manager and Chairman   Manager of TCTC Holdings, LLC   United States
R. Craig Knocke
  Manager and Vice-Chairman   Manager of TCTC Holdings, LLC   United States
The aggregate number and percentage of the class of securities of the Company beneficially owned by each director and executive officer of, and each person controlling, Turtle Creek Management, LLC, is set forth below.
                                                 
Turtle Creek Management, LLC  
    Aggregate     Percentage     Sole Power     Shared Power     Sole Power     Shared Power  
Name   Number     of Class     to Vote     to Vote     to Dispose     to Dispose  
R. Kevin Hardage
     2,137       0.0 %     2,137       0       2,137       0