Form 425
Filed by
Holly
Corporation
Pursuant to Rule 425 under the securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Frontier Oil Corporation
Commission File No: 1-07627
On
June 24, 2011, Holly Corporation distributed the following
message to its employees:
VIDEO TRANSCRIPT
Holly Corporation & Frontier Oil Corporation
Weekly CommuniquéMerger Update #15
Video Four
Below is the transcript of a video message delivered by Holly Corporations President, Dave Lamp
and Frontier Oil Corporations Chairman, President and Chief Executive Officer, Mike Jennings, to
both Holly and Frontier employees on June 24, 2011.
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Mike Jennings:
Its got to be through sitting with people and communicating the vision and having them see the
reality both through achievement and through opportunity. Um, its going to take some time but we
intend to have feet on the street, at the plants, out with the people, through forums like this,
frankly. Uh trying to communicate where we want to be and why we think its so important to get
there.
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Dave Lamp:
You know in essence in a merger youre, you know you have to re-recruit everyone and Id like to
see that process get done as fast as possible and we can get on and get the passion going and get,
start accelerating the results of our business. Um, so thats to me is important and it really
comes down to merging these business processes that we mentioned. So weve got, its really
critical to me that that happens and get common measurements and scorecards that make sense for
everybody and, and uh, you know that gives them, in my mind if you cant measure it, you cant
improve it. That goes back to continuous improvement. Weve got to continuously improve so, or we
get left behind, so. So, I think those are the real two big hits.
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Dave Lamp:
Hes been a mentor of mine. Hes been a voice of reason. Hes one of the best critical thinkers
Ive seen in the industry. Hes just very quick with numbers. Hes a great delegator; hes uh, hes
just been a mentor to me since Ive been here. And I dont think that will change much. I think,
hes usually pretty hands off. He, hell let us run the business, but hell be there to help us
when he sees something or his experience tells him that we ought to be looking at something else
and thats going to be the invaluable part too. I think Mike will find that invaluable, I already
know because Ive dealt with it.
Mike Jennings:
Were pleased to have him around. Hes got 35 years experience with this company, has seen it
through a lot and has really grown it well during his stewardship. Uh, so as Chairman of our Board,
hell be a great benefit to both Dave and me. In addition, and importantly, Matts gonna run the
MLP. And thats one of the most successful, what Ill call captive MLPs, in our industry.
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Mike Jennings:
My personal style is probably similar in my private life as in my executive life and that is uh a
lot of interpersonal communication. Um, I have great passion for what Im doing and I care a lot
about the people around me. Uh, I communicate openly, honestly and frequently. Um, and thats
probably some of the good interaction that Dave and I have had together from our first meetings in
early January. There wasnt a lot of dancing around on the head of a pin. We talked to each other
uh about the issues of the deal and the issues of our business and I think developed a meeting of
the minds pretty early on and we can work together complementary.
Dave Lamp:
Yeah, I think thats right, I dont think weve had a fight yet. Im sure it will come.
Mike Jennings:
Well get there
Dave Lamp:
Well get there eventually. But uh, you I think um, like I mentioned earlier, Mikes very level
headed and very no nonsense business life. Im pretty much the same. I dont wear things on the
cuff very well, I just throw them on the table, as politically unpopular as they may be. Lets just
deal with it. And uh, you know, I dont, even though politics is always a part of every business
um, you know my sense of him is, is uh you know lets use the positive politics but lets get rid
of the negative politics and lets not play games with each other. Thats very important to me
because Im just going to go crazy if I feel like Ive got to say something that isnt, that I
dont believe. I just dont do it generally.
Mike Jennings:
And what youll find from us and from the team around us um is people putting issues forward more
quickly so that we can resolve them as a group and thats really an expectation as much as it is a
style.
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Dave Lamp:
You know I think the other point Id make is uh, you know my style is largely, I like a good debate
almost to the point that its ridiculous. Ill take the other side that I even believe just so we
can get the discussion going. And I think it makes us a better company, it gets us solutions and
thats what I expect our people to do and Im sure that, I think I sense that of Mike a little bit.
Lets have that hard hitting conversation. Lets take each others view and tear them apart and see
which, what theyre really made of and make the best of it.
Mike Jennings:
Search for the best
Dave Lamp:
Hes got a passion for this business just as I do. I think hes uh very articulate. Uh, hes very
knowledgeable of the business drivers. He comes from a financial background, so he knows that side
of the business extremely well, which I dont. So, I think theres really good complement there.
Uh, the uh, there is no doubt to me that hes earned his stripes as a manger and has a mature level
headed approach. Appears to be very good at thinking through issues, um and critical thinking as I
would call it.
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Mike Jennings:
Dave is going to be the Chief Operating Officer of the combined company. Its a job that spans the
operations in terms of the refining operations as well as the commercial elements of the business,
uh the safety and the planning. Dave has extensive back ground in refining. Hes really one of the
best petroleum refiners in the country. Has a great reputation. Hes done super things at Holly
Corporation in the 7-10 years, I guess, that hes been here and hes a guy that I have great faith
in.
Mike Jennings:
These are 2 companies that have very proud and successful histories, ok? And you know people ask
me, why is this necessary? What are you doing? and the thing is what were doing here is really
putting them together with the opportunity to do something a lot better than either of us could
have achieved individually. And so uh, theres some transition, theres going to be some anxiety,
theres going to be a lot of hard work, but it also gives us the opportunity to go to a level that
neither of us frankly could have achieved by ourselves.
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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 has been submitted to Hollys stockholders for
their consideration, and the proposed merger has been submitted to shareholders of Frontier Oil
Corporation (Frontier) for their consideration. Holly has filed with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that includes 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, which the SEC has declared
effective. 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 BECAUSE THEY 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 are 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 are 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 stockholders 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 stockholders,
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
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, there is no
assurance that the proposed merger will be consummated. The merger agreement will terminate if the
companies do not receive the necessary
approval of Hollys stockholders 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 businesses 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 Report on Form 10-K, subsequent Quarterly Report 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.
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