FRONTIER OIL CORP /NEW/
8-K, 1999-10-21
PETROLEUM REFINING
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                                  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): October 21, 1999


                            FRONTIER OIL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>      <C>                                  <C>                                            <C>


            Wyoming                                  001-07627                                     74-1895085
  (State or other jurisdiction                (Commission File Number)                          (I.R.S. Employer
        of incorporation)                                                                      Identification No.)

</TABLE>


                         10000 Memorial Drive, Suite 600
                              Houston, Texas 77024-3411
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (713) 688-9600


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<PAGE>



ITEM 5.  OTHER EVENTS

         On October 21, 1999,  Frontier Oil  Corporation  issued a press release
announcing financial results for the quarter ended September 30, 1999. The press
release is filed as Exhibit  99.1 to this  Current  Report on Form 8-K,  and the
contents of such Exhibit are incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

         99.1     Press Release, dated October 21, 1999.





<PAGE>




                                    SIGNATURE


         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 thereunto duly authorized.


                                   FRONTIER OIL CORPORATION




                                   By:   /s/ Julie H. Edwards
                                         --------------------------------------
                                            Julie H. Edwards
                                            Senior Vice President--Finance and
                                            Chief Financial Officer


Date:  October 21, 1999








                                                              Exhibit 99.1
================================================================================

NEWS RELEASE

================================================================================


FOR IMMEDIATE RELEASE
Contact: Larry E. Bell

FRONTIER REPORTS THIRD QUARTER RESULTS

HOUSTON,  TEXAS,  October 21, 1999 -- Frontier  Oil  Corporation  ("FTO")  today
reported  net income for the third  quarter  ending  September  30, 1999 of $8.4
million,  or $.30 per  diluted  share,  compared  to $9.4  million,  or $.33 per
diluted  share,  for  the  third  quarter  of  1998.   Operating  income  before
depreciation  was $13.2  million  versus $13.7  million for the same period last
year.  Frontier's  operating  income was $10.2 million compared to $11.0 million
for the third quarter of 1998. This year's third quarter results benefitted from
approximately $6.1 million of inventory gains due to the sharp increase in crude
oil prices during the quarter.

The  Company's  third  quarter  results were down  compared to last year's third
quarter due to a significant  decrease in the  light/heavy  crude oil spread and
lower by product  margins due to higher  crude oil costs.  The  refined  product
margin was $6.26 per bbl,  compared to $7.14 per bbl in the third  quarter  last
year.  The  light/heavy  crude oil spread for the  quarter was $1.89 per bbl, or
$1.77 lower than last year's spread of $3.66 per bbl, and was the lowest quarter
ever experienced by Frontier.  Gasoline  production  increased 7% to 17,437 bbls
per day,  distillate  production  was up 10% to 13,115  bbls per day,  and sales
volumes increased 9% to 48,984 bbls per day. Refining operating expenses per bbl
decreased  $.48 per bbl to $2.87  per bbl for the third  quarter  of 1999 due to
higher throughput, lower maintenance costs and lower turnaround accruals.

For the nine months  ending  September  30, 1999,  the Company had net income of
$7.4 million, or $.27 per diluted share,  compared to $14.8 million, or $.51 per
diluted  share  for  the  same  period  last  year.   Operating   income  before
depreciation was $21.5 million versus $31.0 million for the first nine months of
1998.  Operating income was $12.8 million compared to $23.1 million in the first
nine months last year. The 1998 results include a $3.0 million loss on the early
retirement of debt.  This year's results  benefitted  from  approximately  $12.7
million of inventory gains due to a sharp increase in crude oil prices.

This year's  results  were down  compared to 1998  results due to lower  product
margins and a significant  reduction in the light/heavy  crude oil spread offset
by the benefit of inventory gains. High nationwide  inventory levels of gasoline
and diesel in 1999 kept margins  through June at their lowest  levels since 1995
although the third quarter showed significant  improvement.  The refined product
margin was $5.28 per bbl compared to $6.40 in the 1998 period.  The  light/heavy
crude oil  spread  for the nine  months  ending  September  30 was $2.01 per bbl
compared  to $4.40 per bbl for the same period last year and was the lowest ever
experienced by Frontier for a nine month period. Yields of gasoline increased 8%
while yields of distillate decreased 3% in 1999 compared to the same period last
year. Refining operating expense per bbl decreased $.20 per bbl to $3.14 per bbl
in 1999 due to higher throughput and lower maintenance costs.




<PAGE>



The Company  ended the third quarter of 1999 with $26 million in cash and a debt
to total  capitalization  ratio of approximately  48%. As announced  October 20,
1999,  Frontier and Equilon  Enterprises LLC  ("Equilon")  have signed the asset
purchase  and sale  agreement  and other  commercial  agreements  related to the
acquisition  by a  Frontier  subsidiary  of  Equilon's  110,000  barrel  per day
refinery in El Dorado, Kansas. Closing of the transaction,  which is conditional
upon Frontier's successful completion of acquisition  financing,  is expected by
mid-November. In this regard, the Company also announced today the filing of its
preliminary  prospectus  supplement  relating to its offering of $190 million of
Senior Notes due 2009.

Frontier Oil Corporation  conducts crude oil refining and wholesale marketing of
refined  products  through its  subsidiaries  on the eastern  slope of the Rocky
Mountains. Frontier's common shares are listed on the New York Stock Exchange.




<PAGE>





                            FRONTIER OIL CORPORATION
<TABLE>
<CAPTION>

                                                                   Nine Months Ended                 Three Months Ended
                                                                     September 30,                     September 30,
                                                            -------------------------------   ------------------------------
                                                                 1999             1998             1999             1998
                                                            ---------------  --------------   ---------------  -------------
<S>                                                            <C>             <C>              <C>               <C>

FINANCIAL (Financial information in thousands except per share)

       Revenues                                             $   262,927     $   234,813       $   116,444       $   80,863
       Operating income before depreciation                      21,485          31,045            13,218           13,743
       Operating income                                          12,779          23,119            10,247           11,015
       Income before taxes                                        7,808          17,814             8,567            9,448
       Extraordinary loss on retirement of debt                       -           3,013                 -                -
       Net income                                                 7,426          14,801             8,358            9,448
       Income from continuing operations per share
            Basic                                                  0.27            0.63              0.31             0.34
            Diluted                                                0.27            0.62              0.30             0.33
       Income per share
            Basic                                                  0.27            0.52              0.31             0.34
            Diluted                                                0.27            0.51              0.30             0.33
       Net cash provided by operating activities
            before changes in working capital                    16,105          25,115            11,167           12,206
       Net cash provided by operating activities             $    8,003      $   23,254        $   12,729       $   17,241
       Basic average shares outstanding                          27,394          28,138            27,306           28,155
       Diluted average shares outstanding                        27,791          28,826            28,084           28,727

       Cash and equivalents                                  $   26,024      $   26,013
       Working capital                                           36,292          29,548
       Total debt                                                70,000          70,000
       Shareholders' equity                                      75,168          71,057


OPERATIONS

       Operations (bpd)
            Total charges                                        42,452          40,365            45,773           41,782
            Gasoline yields                                      16,809          15,619            17,437           16,233
            Distillate yields                                    12,412          12,801            13,115           11,951
            Total sales                                          44,547          43,278            48,984           45,010

       Operating Margins (per bbl)
            Revenues                                         $    21.47       $   19.77         $   25.80       $    19.46
            Material costs                                        16.19           13.37             19.54            12.32
                                                                  -----           -----             -----            -----
            Refined product margin                                 5.28            6.40              6.26             7.14
            Operating costs excluding depreciation                 3.14            3.34              2.87             3.35
                                                                  -----           -----             -----            -----


            Margin before depreciation                             2.14            3.06              3.39             3.79
            Depreciation                                           0.71            0.66              0.65             0.64
                                                                  -----           -----             -----            -----
            Net margin                                        $    1.43       $    2.40         $    2.74        $    3.15
                                                                  =====           =====             =====            =====


       Light/Heavy crude spread (per bbl)                     $    2.01       $    4.40         $    1.89        $    3.66
</TABLE>


KEY TERMS

bpd      =  barrels per day
bbl      =  barrel


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