0000048039-14-000057.txt : 20140910 0000048039-14-000057.hdr.sgml : 20140910 20140910170224 ACCESSION NUMBER: 0000048039-14-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140910 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140910 DATE AS OF CHANGE: 20140910 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03876 FILM NUMBER: 141096432 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 8-K 1 form8-kxhfcdamiristocooand.htm 8-K Form8-K-HFCDamiristoCOOandShareRepurchase


__________________
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):
September 10, 2014 (September 10, 2014)
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-03876
75-1056913
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2828 N. Harwood, Suite 1300, Dallas, Texas 75201
(Address of Principal Executive Offices)

(214) 871-3555
(Registrant’s telephone number, including area code)

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:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
__________________



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95277916.4



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2014, the Board of Directors (the “Board”) of HollyFrontier Corporation (the “Company”) appointed George J. Damiris as the Executive Vice President and Chief Operating Officer of the Company effective September 11, 2014. Mr. Damiris, 54, served as Senior Vice President, Supply and Marketing of the Company from January 2008 until his appointment as Executive Vice President and Chief Operating Officer. Mr. Damiris joined the Company in 2007 as Vice President, Corporate Development after an 18-year career with Koch Industries, where he was responsible for managing various refining, chemical, trading, and financial businesses. Mr. Damiris began his career in 1981 with British Petroleum progressing through various engineering, operations, and commercial roles.

There are no arrangements or understandings between Mr. Damiris and any other person pursuant to which he was appointed as Executive Vice President and Chief Operating Officer. Mr. Damiris does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Damiris has an interest requiring disclosure under item 404(a) of Regulation S-K.

Item 7.01    Regulation FD Disclosure

On September 10, 2014, the Company issued a press release announcing the appointment of Mr. Damiris as Executive Vice President and Chief Operating Officer of the Company. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

In addition, on September 10, 2014, the Company issued a press release announcing that its Board authorized a $500 million share repurchase program, which replaces all existing share repurchase authorizations of which there was approximately $230 million remaining after having recently purchased approximately 1.6 million shares in the third quarter of 2014. A copy of the Company’s press release is attached hereto as Exhibit 99.2 and incorporated herein in its entirety.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
99.1
Press Release of the Company issued September 10, 2014 announcing the appointment of George J. Damiris as the Executive Vice President and Chief Operating Officer of the Company.*

99.2
Press Release of the Company issued September 10, 2014 announcing the Company’s $500 million share repurchase program.*

* Furnished herewith.
 

 

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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.
 
 
 
 
HOLLYFRONTIER CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Douglas S. Aron
 
 
 
 
Name:
Douglas S. Aron
 
 
 
 
Title:
Executive Vice President and Chief
Financial Officer

                

Date:    September 10, 2014


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EXHIBIT INDEX
Exhibit No.
Description

99.1
Press Release of the Company issued September 10, 2014 announcing the appointment of George J. Damiris as the Executive Vice President and Chief Operating Officer of the Company.*

99.2
Press Release of the Company issued September 10, 2014 announcing the Company’s $500 million share repurchase program.*

* Furnished herewith.




4

EX-99.1 2 cooexhibit.htm EXHIBIT COO Exhibit


September 10, 2014
HollyFrontier Corporation Announces New Chief Operating Officer
DALLAS, September 10, 2014 -- HollyFrontier Corporation (NYSE: HFC) ("HollyFrontier") is pleased to announce the appointment of George Damiris, currently Senior Vice President, Supply & Marketing, to the position of Executive Vice President and Chief Operating Officer of the Company.
Mike Jennings, President and Chief Executive Officer, said, “George has been a key member of our leadership team and has been instrumental to our success since 2007. His knowledge of the company’s operations and relationships both inside and outside the company will be invaluable in his expanded role. In addition, George has a deep understanding of HollyFrontier’s crude and products logistics business, where we expect substantial growth.”
Mr. Damiris has been Senior Vice President, Supply & Marketing since January 2008. He joined the Company in 2007 as Vice President, Corporate Development after an 18-year career with Koch Industries where he was responsible for managing various refining, chemical, trading and financial businesses. Mr. Damiris began his career in 1981 with British Petroleum progressing through various engineering, operations, and commercial roles. He has both a B.S. in Chemical Engineering and an M.B.A. from Case Western Reserve University.
About HollyFrontier Corporation:
HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier operates through its subsidiaries a 135,000 barrels per stream day ("bpsd") refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. A subsidiary of HollyFrontier also currently owns a 39% interest (including a 2% general partner interest) in Holly Energy Partners, L.P.
Information about the Company may be found on its website at www.hollyfrontier.com.

HollyFrontier Corporation
Julia Heidenreich, 214-954-6510
Vice President, Investor Relations
or
Blake Barfield, 214-954-6510
Investor Relations



EX-99.2 3 buybackexhibit.htm EXHIBIT Buyback exhibit


September 10, 2014
HollyFrontier Board of Directors Authorizes $500 Million Share Repurchase Program
DALLAS, September 10, 2014 -- HollyFrontier Corporation (NYSE: HFC) ("HollyFrontier") today announced its Board of Directors has authorized a $500 million share repurchase program. This authorization replaces all existing share repurchase authorizations, of which there was approximately $230 million remaining after having recently purchased approximately 1.6 million shares in the third quarter of 2014. Share repurchases will be made in the open market or through privately negotiated transactions from time to time and are subject to market conditions, corporate, regulatory and other considerations. This share repurchase program may be discontinued at any time by the Board of Directors.
"Our Board's decision to authorize a $500 million share repurchase program reflects our renewed focus on share repurchases in addition to our dividend program and our continued commitment to deliver value to our shareholders," said Mike Jennings, President and Chief Executive Officer of HollyFrontier.
About HollyFrontier Corporation:
HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier operates through its subsidiaries a 135,000 barrels per stream day ("bpsd") refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. A subsidiary of HollyFrontier also currently owns a 39% interest (including a 2% general partner interest) in Holly Energy Partners, L.P.
Information about the Company may be found on its website at www.hollyfrontier.com.
The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein relating to matters that are not historical facts are "forward-looking statements" within the meaning of the federal securities laws. These statements are based on our beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we believe that such expectations reflected in such forward-looking statements are reasonable, we cannot give assurance that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:
    
risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in HollyFrontier's 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 to HollyFrontier;
the effectiveness of HollyFrontier's capital investments and marketing strategies;
HollyFrontier's efficiency in carrying out construction projects;
the ability of HollyFrontier to acquire refined product operations or pipeline and terminal operations on acceptable terms and to integrate any future acquired operations;
the possibility of terrorist attacks and the consequences of any such attacks;





general economic conditions; and
other financial, operational and legal risks and uncertainties detailed from time to time in HollyFrontier's Securities and Exchange Commission filings.
The forward-looking statements speak only as of the date made and, other than as required by law, HollyFrontier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

HollyFrontier Corporation
Julia Heidenreich, 214-954-6510
Vice President, Investor Relations
or
Blake Barfield, 214-954-6510
Investor Relations