<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1999
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
FRONTIER OIL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
WYOMING 74-1895085
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
10000 MEMORIAL DRIVE, SUITE 600 JULIE H. EDWARDS
HOUSTON, TEXAS 77024-3411 CHIEF FINANCIAL OFFICER
(713) 688-9600 10000 MEMORIAL DRIVE, SUITE 600
(Address, including zip code, and telephone number, including area HOUSTON, TEXAS 77024-3411
code, of registrant's principal executive offices) (713) 688-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
---------------
Copies to:
CHRISTOPHER S. COLLINS
ANDREWS & KURTH L.L.P.
4200 CHASE TOWER, 600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
---------------
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
(SEE CALCULATION TABLE AND FOOTNOTES ON FOLLOWING PAGE)
---------------
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Maximum
Aggregate Amount of
Title of Each Class of Securities to be Registered Offering Price (1)(2) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Senior Debt Securities of Frontier Oil Corporation (3)...
- ------------------------------------------------------------------------------------------------------
Subordinated Debt Securities of Frontier (3).............
- ------------------------------------------------------------------------------------------------------
Common Stock of Frontier (4) (5).........................
- ------------------------------------------------------------------------------------------------------
Preferred Stock of Frontier (6)..........................
- ------------------------------------------------------------------------------------------------------
Total............................................. $250,000,000 $69,500
======================================================================================================
</TABLE>
(1) The proposed maximum offering price per unit will be determined by
Frontier from time to time in connection with its issuance of the
securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $250,000,000. Any securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
(3) An indeterminate principal amount of Senior Debt Securities or
Subordinated Debt Securities of Frontier as may be sold from time to time
are being registered hereunder. If any Senior Debt Securities or
Subordinated Debt Securities of Frontier are issued at an original issue
discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to
exceed $250,000,000, less the dollar amount of any securities previously
issued hereunder.
(4) An indeterminate number of shares of Common Stock of Frontier as may be
sold from time to time are being registered hereunder.
(5) Also includes such indeterminate number of shares of Common Stock as may
be issued upon conversion or exchange for any Debt Securities or
Preferred Stock, that provide for conversion or exchange into Common
Stock. No separate consideration will be received for the Common Stock
issuable upon conversion of or in exchange for such securities.
(6) An indeterminate number of shares of Preferred Stock of Frontier as may
be sold from time to time are being registered hereunder.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this Prospectus is not complete and may be changed. We +
+ may not sell these securities until the registration statement filed with +
+ the Securities and Exchange Commission is effective. This Prospectus is not +
+ an offer to sell these securities and it is not soliciting and offer to buy +
+ these securities in any state where the offer or sale is not permitted. We +
+ may not use this Prospectus to sell securities unless we also give +
+ prospective investors a Prospectus Supplement. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated June 9, 1999
PROSPECTUS
$250,000,000
FRONTIER OIL CORPORATION
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
---------------
We may offer from time to time (1) unsecured debt securities consisting of
senior notes and debentures and subordinated notes and debentures and/or other
unsecured evidences of indebtedness in one or more series, (2) shares of
preferred stock and (3) shares of common stock.
The aggregate initial offering price of the securities that we offer will
not exceed $250,000,000. We will offer the securities in amounts, at prices and
on terms to be determined by market conditions at the time of our offerings.
We will provide the specific terms of the securities in supplements to this
Prospectus. You should read this Prospectus and the Prospectus Supplement(s)
carefully before you invest in any of our securities. This Prospectus may not be
used to consummate sales of our securities unless it is accompanied by a
Prospectus Supplement.
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "FTO."
---------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information...................................... 1
Incorporation of Certain Documents by Reference.......................... 1
Forward-Looking Statements............................................... 2
Frontier Oil Corporation................................................. 3
Risk Factors............................................................. 3
Use of Proceeds.......................................................... 4
Ratios of Earnings to Fixed Charges...................................... 4
Description of Debt Securities........................................... 5
Description of Equity Securities......................................... 10
Plan of Distribution..................................................... 12
Legal Matters............................................................ 12
Experts.................................................................. 13
-i-
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the SEC:
7 World Trade Center, Suite 1300, New York, New York 10048; and Northwestern
Atrium, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Such material also may be accessed electronically by means of
the SEC's home page on the internet at http://www.sec.gov. Our common stock is
listed for trading on the New York Stock Exchange under the trading symbol
"FTO," and reports, proxy statements and other information concerning us may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
You may also obtain information on our company at our home page on the internet
at http://www.frontieroil.com.
We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, with respect to these securities. This Prospectus does
not contain all of the information in the registration statement. For further
information on us and these securities, you should read the registration
statement and the exhibits attached to the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which we have previously filed with the SEC
pursuant to the Exchange Act are incorporated into this Prospectus by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
and
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and before the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained therein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
We will provide without charge to each person, including any beneficial
owner of a security, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any or all documents
incorporated by reference in this Prospectus (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to Frontier Oil
Corporation, 10000 Memorial Drive, Suite 600, Houston, Texas 77024-3411,
Attention: Secretary (telephone: (713) 688-9600).
-1-
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements in this Prospectus and the accompanying Prospectus Supplement
(including the documents incorporated by reference herein) concerning us which
are (1) projections of revenues, earnings, earnings per share, capital
expenditures or other financial items, (2) statements of plans and objectives
for future operations, including acquisitions, (3) statements of future economic
performance, or (4) statements of assumptions or estimates underlying or
supporting the foregoing are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. The
ultimate accuracy of forward-looking statements is subject to a wide range of
business risks and changes in circumstances, and actual results and outcomes
often differ from expectations.
Important factors that could cause our actual results to differ materially
from estimates or projections contained in forward-looking statements include,
among others:
. the timing and extent of changes in commodity prices and underlying
demand and availability of crude oil and other refinery feedstocks,
refined products, and natural gas;
. actions of our customers and competitors;
. changes in the cost or availability of pipelines and other means of
transporting feedstocks and products;
. state and federal environmental, economic, safety and other policies
and regulations, any changes therein, and any legal or regulatory
delays or other factors beyond our control;
. execution of planned capital projects;
. weather conditions affecting our operations or the areas in which our
products are marketed;
. political developments in foreign countries;
. the conditions of the capital markets and equity markets during the
periods covered by the forward-looking statements;
. earthquakes or other natural disasters affecting operations;
. adverse rulings, judgments or settlements in litigation or other
legal matters, including unexpected environmental remediation costs in
excess of any reserves; and
. adverse changes in the credit ratings assigned to our trade credit.
For more information, see our Form 10-K for the year ended December 31, 1998 and
Form 10-Q for the quarter ended March 31, 1999.
All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section. We
undertake no obligation to publicly release the result of any revisions to any
such forward-looking statements that may be made to reflect events or
circumstances after the date of this Prospectus or to reflect the occurrence of
unanticipated events.
-2-
<PAGE>
FRONTIER OIL CORPORATION
We are an independent energy company engaged in crude oil refining and the
wholesale marketing of refined petroleum products, primarily in the Rocky
Mountain region of the United States. We operate a complex refinery (generally
referred to as the "Cheyenne Refinery") in Cheyenne, Wyoming with a permitted
crude oil capacity of 41,000 barrels per day (bpd).
We market refined products primarily in eastern Colorado (including the
Denver metropolitan area) and eastern Wyoming, or the "Eastern Slope area" of
the Rocky Mountain region. We also market refined products in western Nebraska
and, through exchange agreements with other refiners, in the Dakotas and Utah.
Accordingly, of the fifteen crude oil refineries in the Rocky Mountain region,
we only consider the four other refineries (two in Denver and two in Wyoming)
located within the Eastern Slope area to be our direct competitors, although
additional competition comes from refineries outside the Eastern Slope area that
supply refined products to the area via pipeline.
We were incorporated in Wyoming. Our principal executive offices are
located at 10000 Memorial Drive, Suite 600, Houston, Texas 77024-3411,
(telephone: (713) 688-9600).
RISK FACTORS
The securities to be offered by this Prospectus may involve a high degree
of risk. Such risks will be set forth in the Prospectus Supplement relating to
such security. In addition, certain risk factors, if any, relating to our
business will be set forth in the Prospectus Supplement.
-3-
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, we will use the net
proceeds received by us from the sale of the securities offered by this
Prospectus to finance acquisitions, refinance certain existing indebtedness and
for general corporate purposes. We may invest funds not required immediately
for such purposes in marketable securities and short-term investments.
RATIOS OF EARNINGS TO FIXED CHARGES
THREE MONTHS Year Ended December 31,
ENDED ------------------------
MARCH 31, 1999(1) 1998 1997 1996 1995 1994
----------------- ---- ---- ---- ---- ----
Ratio of Earning to Fixed Charges (2) 3.3 1.5 (2) (2) 1.1
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividend Requirements(3) (2) 3.3 1.5 (2) (2) 1.1
(1) Because of the seasonal nature of our business, the ratio for the three-
month period may not necessarily be indicative of the ratio that will
result for the full year 1999.
(2) Earnings during the three months ended March 31, 1999 and the years 1996
and 1995 were insufficient to cover fixed charges by $4.8 million, $11.6
million and $19.3 million, respectively.
(3) The ratio of earnings to combined fixed charges and preferred stock
dividend requirements for the periods presented is the same as the ratio of
earnings to fixed charges since we have no outstanding preferred stock and,
therefore, no dividend requirements.
For purposes of calculating these ratios: (1) "fixed charges" consist of
interest expense (whether expensed or capitalized), amortization of debt
discount and issuance costs and the portion of rental expense estimated to be
equivalent to interest; and (2) "earnings" represent earnings before income
taxes and extraordinary loss on extinguishments of debt plus fixed charges,
excluding capitalized interest.
-4-
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Any debt securities we offer under our Prospectus Supplement ("Debt
Securities") will be our direct unsecured general obligations. The Debt
Securities will be either senior Debt Securities or subordinated Debt
Securities. The Debt Securities will be issued under one or more separate
indentures between us and a banking or financial institution, as Trustee.
Senior Debt Securities will be issued under a "Senior Indenture" and
subordinated Debt Securities will be issued under a "Subordinated Indenture."
Together the Senior Indenture and the Subordinated Indenture are called
"Indentures."
We have summarized selected provisions of the Indentures below. The summary
is not complete.
GENERAL
The Debt Securities will be our direct, unsecured obligations. The senior
Debt Securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated Debt Securities will have a junior
position to all of our senior debt.
We conduct a substantial part of our operations through our subsidiaries.
To the extent of such operations, holders of Debt Securities will have a
position junior to the prior claims of creditors of our subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities and
guarantee holders, and any preferred stockholders, except to the extent that we
may ourself be a creditor with recognized claims against any subsidiary. Our
ability to pay the principal of and premium, if any, and interest on any Debt
Securities is, to a large extent, dependent upon the payment to us of dividends,
interest or other charges by our subsidiaries.
A Prospectus Supplement and an Indenture relating to any series of Debt
Securities being offered will include specific terms relating to the offering.
These terms will include some or all of the following:
. The title and type of the Debt Securities;
. The total principal amount of the Debt Securities;
. The percentage of the principal amount at which the Debt Securities will be
issued and any payments due if the maturity of the Debt Securities is
accelerated;
. The dates on which the principal of the Debt Securities will be payable;
. The interest rate which the Debt Securities will bear and the interest
payment dates for the Debt Securities;
. Any optional redemption periods;
. Any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem some or all of the Debt Securities;
. Any provisions granting special rights to holders when a specified event
occurs;
. Any changes to or additional events of default or covenants;
. Any special tax implications of the Debt Securities, including provisions
for original issue discount securities, if offered; and
. Any other terms of the Debt Securities.
-5-
<PAGE>
None of the Indentures will limit the amount of Debt Securities that may be
issued. Each Indenture will allow Debt Securities to be issued up to the
principal amount that may be authorized by us and may be in any currency or
currency unit designated by us.
Debt Securities of a series may be issued in registered, coupon or global
form.
DENOMINATIONS
The Prospectus Supplement for each issuance of Debt Securities will state
that the securities will be issued in registered form of $1,000 each or
multiples thereof.
SUBORDINATION
Under a Subordinated Indenture, payment of the principal, interest and any
premium on the subordinated Debt Securities will generally be subordinated and
junior in right of payment to the prior payment in full of all senior debt. The
Subordinated Indenture will provide that no payment of principal, interest and
any premium on the subordinated Debt Securities may be made in the event:
. of any insolvency, bankruptcy or similar proceeding involving us or our
property, or
. we fail to pay the principal, interest, any premium or any other amounts on
any senior debt when due.
The Subordinated Indenture will not limit the amount of senior debt that we
may incur.
"Senior debt" includes all notes or other unsecured evidences of
indebtedness, including guarantees given by us, for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any of our other
indebtedness.
CONSOLIDATION, MERGER OR SALE
Each Indenture generally will permit a consolidation or merger between us
and another corporation. They also will permit the sale by us of all or
substantially all of our property and assets. If this happens, the remaining or
acquiring corporation shall assume all of our responsibilities and liabilities
under the Indentures, including the payment of all amounts due on the Debt
Securities and performance of the covenants in the Indentures. However, we will
consolidate or merge with or into any other corporation or sell all or
substantially all of our assets only according to the terms and conditions of
the Indentures. The remaining or acquiring corporation will be substituted for
us in the Indentures with the same effect as if it had been an original party to
the Indentures. Thereafter, the successor corporation may exercise our rights
and powers under any Indenture, in our name or in its own name. Any act or
proceeding required or permitted to be done by our board of directors or any of
our officers may be done by the board or officers of the successor corporation.
If we sell all or substantially all of our assets, we shall be released from all
our liabilities and obligations under any Indenture and under the Debt
Securities.
MODIFICATION OF INDENTURES
Each Indenture will provide that our rights and obligations and the rights
of the holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by the modification. No modification of the principal or interest
payment terms, and no modification reducing the percentage required for
modifications, will be effective against any holder without its consent.
-6-
<PAGE>
EVENTS OF DEFAULT
"Event of Default," when used in an Indenture, will mean any of the
following:
. failure to pay the principal of or any premium on any Debt Security when
due;
. failure to deposit any sinking fund payment when due;
. failure to pay interest on any Debt Security for 30 days;
. failure to perform any other covenant in the Indenture that continues for
90 days after being given written notice;
. certain events in bankruptcy, insolvency or reorganization of us; or
. any other Event of Default included in any Indenture or supplemental
indenture.
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under an Indenture. The Trustee may withhold notice to the
holders of Debt Securities of any default (except in the payment of principal or
interest) if it considers such withholding of notice to be in the best interests
of the holders.
If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the holders of a specified percentage in aggregate
principal amount of the Debt Securities of the series may declare the entire
principal of all the Debt Securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
specified percentage the aggregate principal amount of the Debt Securities of
that series can void the declaration.
Other than its duties in case of a default, a Trustee is not obligated to
exercise any of its rights or powers under any Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee reasonable
indemnity. If they provide this reasonable indemnification, the holders of a
majority in principal amount of any series of Debt Securities may direct the
time, method and place of conducting any proceeding or any remedy available to
the Trustee, or exercising any power conferred upon the Trustee, for any series
of Debt Securities.
COVENANTS
Under the Indentures, we will:
. pay the principal of, and interest and any premium on, the Debt Securities
when due;
. maintain a place of payment;
. deliver a report to the Trustee at the end of each fiscal year reviewing
our obligations under the Indentures; and
. deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.
PAYMENT AND TRANSFER
Principal, interest and any premium on fully registered securities will be
paid at designated places. Payment will be made by check mailed to the persons
in whose names the Debt Securities are registered on days
-7-
<PAGE>
specified in the Indentures or any Prospectus Supplement. Debt Securities
payments in other forms will be paid at a place designated by us and specified
in a Prospectus Supplement.
Fully registered securities may be transferred or exchanged at the
corporation trust office of the Trustee or at any other office or agency
maintained by us for such purposes, without the payment of any service charge
except for any tax or governmental charge.
GLOBAL SECURITIES
Certain series of the Debt Securities may be issued as permanent global
Debt Securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the Prospectus Supplement, the following is a
summary of the depository arrangements applicable to Debt Securities issued in
permanent global form and for which The Depositary Trust Company ("DTC") acts as
depositary (the "Global Debt Securities").
Each Global Debt Security will be deposited with, or on behalf of, DTC, as
depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, Global Debt Securities
are not exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a Global Debt Security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a Global Debt Security will be evidenced
only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a Global Debt Security.
Ownership of beneficial interests in a Global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the Debt Securities. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statement of their holdings, from the participants through
which the beneficial owners entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in a Global Debt Security.
Payment of principal of, and interest on, Debt Securities represented by a
Global Debt Security registered in the name of or held by DTC or its nominee
will be made to DTC or its nominee, as the case may be, as the registered owner
and holder of the Global Debt Security representing the Debt Securities. We have
been advised by DTC that upon receipt of any payment of principal of, or
interest on, a Global Debt Security, DTC will immediately credit accounts of
participants on its book-entry registration and transfer system with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of that Global Debt Security as shown in the records of DTC. Payments by
participants to owners of beneficial interests in a Global Debt Security held
through those participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements that may be in effect from time to time.
Neither we, any Trustee nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a permanent
Global Debt Security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any participant relating to such beneficial
interests.
A Global Debt Security is exchangeable for definitive Debt Securities
registered in the name of, and a transfer of a Global Debt Security may be
registered to, any person other than DTC or its nominee, only if:
-8-
<PAGE>
. DTC notifies us that it is unwilling or unable to continue as depositary
for that Global Debt Security or at any time DTC ceases to be registered
under the Exchange Act;
. we determine in our discretion that the Global Debt Security shall be
exchangeable for definitive Debt Securities in registered form; or
. there shall have occurred and be continuing an Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event
of Default under the Debt Securities.
Any Global Debt Security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive Debt Securities in
registered form, of like tenor and of an equal aggregate principal amount as the
Global Debt Security, in denominations of $1,000 and integral multiples thereof.
The definitive Debt Securities will be registered by the registrar in the name
or names instructed by DTC. We expect that these instructions may be based upon
directions received by DTC from its participants with respect to ownership of
beneficial interests in the Global Debt Security.
Except as provided above, owners of the beneficial interests in a Global
Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders of Debt
Securities for any purpose under the Indentures. No Global Debt Security shall
be exchangeable except for another Global Debt Security of like denomination and
tenor to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a Global Debt Security must rely on the
procedures of DTC and, if that person is not a participant, on the procedures of
the participant through which that person owns its interest, to exercise any
rights of a holder under the Global Debt Security or the Indentures.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a Global
Debt Security desires to give or take any action that a holder is entitled to
give or take under the Debt Securities or the Indentures, DTC would authorize
the participants holding the relevant beneficial interest to give or take that
action, and those participants would authorize beneficial owners owning through
those participants to give or take that action or would otherwise act upon the
instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in those securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
DEFEASANCE
We will be discharged from our obligations on the Debt Securities of any
series at any time if we deposit with the Trustee sufficient cash or government
securities to pay the principal, interest, any premium and any other sums due to
the stated maturity date or a redemption date of the Debt Securities of the
series. If this happens, the holders of the Debt Securities of the series will
not be entitled to the benefits of the Indenture except for registration of
transfer and exchange of Debt Securities and replacement of lost, stolen or
mutilated Debt Securities.
-9-
<PAGE>
Under Federal income tax law as of the date of this Prospectus, a discharge
may be treated as an exchange of the related Debt Securities. Each holder might
be required to recognize gain or loss equal to the difference between the
holder's cost or other tax basis for the Debt Securities and the value of the
holder's interest in the trust. Holders might be required to include as income a
different amount than would be includable without the discharge. Prospective
investors are urged to consult their own tax advisers as to the consequences of
a discharge, including the applicability and effect of tax laws other than the
Federal income tax law.
MEETINGS
Each Indenture contains provisions describing how meetings of the holders
of Debt Securities of a series may be convened. A notice of the meeting must
always be given in the manner described under "--Notices" below. Generally
speaking, except for any consent that must be given by all holders of a series
as described under "--Modification of Indentures" above, any resolution
presented at a meeting of the holders of a series of Debt Securities may be
adopted by the affirmative vote of the holders of a majority in principal amount
of the outstanding Debt Securities of that series, unless the Indenture allows
the action to be voted upon to be taken with the approval of the holders of a
different specific percentage of principal amount of outstanding Debt Securities
of a series. In that case, the holders of outstanding Debt Securities of at
least the specified percentage must vote in favor of the action. Any resolution
passed or decision taken at any meeting of holders of Debt Securities of any
series in accordance with the applicable Indenture will be binding on all
holders of Debt Securities of that series and any related coupons, unless, as
discussed in "--Modification of Indentures" above, the action is only effective
against holders that have approved it. The quorum at any meeting called to adopt
a resolution, and at any reconvened meeting, will be holders holding or
representing a majority in principal amount of the outstanding Debt Securities
of a series.
GOVERNING LAW
Each Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of New York.
NOTICES
Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they appear in the security register for such Debt
Securities.
NO PERSONAL LIABILITY OF OFFICERS, DIRECTORS, EMPLOYEES OR STOCKHOLDERS
No director, officer, employee or stockholder, as such, of ours or any of
our affiliates shall have any personal liability in respect of our obligations
under any Indenture or the Debt Securities by reason of his, her or its status
as such.
DESCRIPTION OF EQUITY SECURITIES
COMMON STOCK
Our Certificate of Incorporation, as amended, currently authorizes us to
issue up to 50,000,000 shares of common stock and up to 500,000 shares of
preferred stock. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Subject
to preferences that may be applicable to any outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends as may be
declared by our board of directors out of funds legally available therefor. In
the event of a liquidation, dissolution, or winding up, holders of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities and liquidation preference of any outstanding preferred stock.
Holders of common stock
-10-
<PAGE>
have no preemptive rights and have no rights to convert their common stock into
any other securities. There are no redemption provisions with respect to any
shares of common stock. All of the outstanding shares of common stock are, and
the common stock offered by this Prospectus will be, upon issuance against full
payment of the purchase price therefor, fully paid and nonassessable. As of
April 23, 1999 there were issued and outstanding 27,281,124 shares of common
stock. As of that date, we also had 2,000,000 shares of common stock reserved
for issuance under our 1999 Stock Plan.
The transfer agent and registrar for our common stock is Harris Trust and
Savings Bank (Chicago, Illinois). The common stock is listed on the New York
Stock Exchange under the symbol "FTO."
PREFERRED STOCK
We may issue shares of our preferred stock in one or more series. We will
determine the dividend, voting, conversion and other rights of the series being
offered and the terms and conditions relating to its offering and sale at the
time of the offer and sale.
Our Certificate of Incorporation authorizes us to issue preferred stock, in
one or more series, without stockholder action. We can issue up to 500,000
shares of preferred stock, and our board of directors can determine the number
of shares of each series, and the rights, preferences and limitations of each
series. We may also amend our Certificate of Incorporation to increase the
number of authorized shares of preferred stock in a manner permitted by our
Certificate of Incorporation and the Wyoming General Corporation Law. As of the
date of this Prospectus, we have no shares of preferred stock outstanding.
The particular terms of any series of preferred stock being offered by us
under this shelf registration will be described in the Prospectus Supplement
relating to that series of preferred stock. Those terms may include:
. the number of shares of the series of preferred stock being offered;
. the title and liquidation preference per share of that series of the
preferred stock;
. the purchase price of the preferred stock;
. the dividend rate (or method for determining such rate);
. the dates on which dividends will be paid;
. whether dividends on that series of preferred stock will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to accumulate;
. any redemption or sinking fund provisions applicable to that series of
preferred stock;
. any conversion provisions applicable to that series of preferred stock;
. voting rights of the preferred stock;
. whether we have elected to offer Depositary Shares with respect to that
series of preferred stock; or
. any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of preferred stock.
The terms of any series of preferred stock being offered will be disclosed
in the Prospectus Supplement relating to that series of preferred stock. You
should refer to the Certificate of Designations relating to the series of
-11-
<PAGE>
the preferred stock for the complete terms of that preferred stock. That
Certificate of Designations for any series of preferred stock will be filed with
the SEC promptly after the offering of that series of preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement, in the event we
liquidate, dissolve or wind-up our business, each series of preferred stock will
have the same rank as to dividends and distributions as each other series of the
preferred stock we may issue in the future.
PLAN OF DISTRIBUTION
We may sell the securities through agents; through underwriters or dealers;
or directly to one or more purchasers.
BY AGENTS
Securities may be sold through agents designated by us. The agents agree to
use their reasonable best efforts to solicit purchases for the period of their
appointment.
BY UNDERWRITERS
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to certain conditions. The underwriters will be obligated to purchase all the
securities of the series offered if any of the securities are purchased. Any
initial public offering price and any discounts or concessions allowed or re-
allowed or paid to dealers may be changed from time to time.
DIRECT SALES
We may also sell these securities directly. In this case, no underwriters
or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters or agents will be
identified and their compensation described in a Prospectus Supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
business.
LEGAL MATTERS
The validity of the securities will be passed upon for us by Andrews &
Kurth L.L.P., Houston, Texas. If the securities are being distributed in an
underwritten offering, the validity of the securities will be passed upon for
the underwriters by counsel identified in the related Prospectus Supplement.
-12-
<PAGE>
EXPERTS
The financial statements incorporated by reference in this Prospectus to
the extent and for the periods indicated in their reports have been audited by
Arthur Andersen LLP, independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, to be incurred by us in connection
with the issuance and distribution of the securities being registered. All
amounts shown are estimated except the Securities and Exchange Commission
registration fee.
Securities and Exchange Commission registration fee... $ 69,500
Blue Sky expenses, including legal fees............... 4,000
Printing and engraving expenses....................... 150,000
Legal fees and expenses............................... 50,000
Trustee fees and expenses............................. 10,000
Rating agency fees.................................... 10,000
Accounting fees and expenses.......................... 100,000
Miscellaneous......................................... 7,000
--------
Total............................................... $400,500
========
- -------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 17-16-850 through 17-16-859 of the Wyoming Business Corporation
Act provide that a corporation may indemnify any person who was, is or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other entity, against judgments, settlements,
penalties, fines, including an excise tax assessed with respect to an employee
benefit plan, and reasonable expenses, including counsel fees, incurred in
respect to such action, suit or proceeding if he conducted himself in good faith
and reasonably believed that his conduct was in or at least not opposed to the
corporation's best interests and, with respect to any criminal action, suit or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Article Eight of our Articles of Incorporation, as amended, provides for
the indemnification of our directors, officers, employees and agents.
Specifically, said Article Eight provides in part that:
The corporation shall indemnify, in the manner and to the full extent
authorized by law (as now in effect or later amended), any person who was,
is or may be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation,
II-1
<PAGE>
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the action, suit, proceeding or investigation, and
judgments, fines and amounts paid in settlement if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, proceeding or investigation by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that such
person did not act in good faith and in a manner which is reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Our Bylaws also contain indemnification provisions which substantially
conform to Article Eight of our Articles of Incorporation, as amended.
We maintain Directors and Officers' Liability Insurance and have entered
into indemnification agreements with our directors and certain of our officers.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
<C> <S>
EXHIBIT NO. EXHIBIT
- ----------- -------
1.1 --Form of Debt Securities Underwriting Agreement*
1.2 --Form of Equity Securities Underwriting Agreement*
4.1 --Articles of Domestication of Frontier Oil Corporation, as amended (filed as Exhibit 2.3 to
Registration Statement No. 2-62518 and Exhibit 2.2 to Registration Statement No. 2-69149).
4.2 --Articles of Amendment to the Restated Articles of Incorporation of Frontier Oil
Corporation (filed as Exhibit 3.2 to Registration Statement No. 333-47745 dated May 4, 1998).
4.3 --Fourth Restated By-Laws of Frontier Oil Corporation as amended through February 20, 1992
(filed as Exhibit 3.2 to Form 10-K dated December 31, 1992).
4.4 --Indenture dated as of February 9, 1998 between Frontier Oil Corporation and Chase Bank
of Texas, National Association, as Trustee relating to our 9-1/8% Senior Notes due 2006
(filed as Exhibit 4.8 to Registration Statement No. 333-47745 dated May 4, 1998).
4.5 --Form of Senior Indenture (including form of Senior Debt Security)*
4.6 --Form of Subordinated Indenture (including form of Subordinated Debt Security)*
5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the Securities*
8.1 --Opinion of Andrews & Kurth L.L.P. as to certain federal income tax matters*
12.1 --Computation of Ratio of Earnings to Fixed Charges
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)*
24.1 --Power of Attorney (included on signature page)
25.1 --Form T-1 Statement of Eligibility of Trustee for the Senior Debt Securities*
25.2 --Form T-1 Statement of Eligibility of Trustee for the Subordinated Debt Securities*
* To be filed as an exhibit to our Current Report on Form 8-K in connection with a specific offering.
</TABLE>
ITEM 17. UNDERTAKINGS
A. We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-2
<PAGE>
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of the
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement.
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. We hereby undertake to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the provisions described in Item 15 above, or otherwise, we
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
II-3
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 8, 1999.
FRONTIER OIL CORPORATION
By: /s/ Julie H. Edwards
------------------------------
Julie H. Edwards
Senior Vice President--Finance
and Chief Financial Officer
Each of the undersigned officers and directors of Frontier Oil Corporation
(the "Company") hereby constitutes and appoints James R. Gibbs and Julie H.
Edwards, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates as indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James R. Gibbs Chairman of the Board, President, June 8, 1999
- ---------------------------------- Chief Executive Officer and Director
(James R. Gibbs) (Principal Executive Officer)
/s/ Julie H. Edwards Senior Vice President--Finance June 8, 1999
- ---------------------------------- and Chief Financial Officer
(Julie H. Edwards) (Principal Financial Officer)
/s/ Jon D. Galvin Vice President--Controller June 8, 1999
- ---------------------------------- (Principal Accounting Officer)
(Jon D. Galvin)
Director June 8, 1999
- ----------------------------------
(Douglas Y. Bech)
/s/ G. Clyde Buck Director June 8, 1999
- ----------------------------------
(G. Clyde Buck)
/s/ Paul B. Loyd, Jr. Director June 8, 1999
- ----------------------------------
(Paul B. Loyd, Jr.)
/s/ Derek A. Price Director June 8, 1999
- ----------------------------------
(Derek A. Price)
/s/ Carl W. Schafer Director June 8, 1999
- ----------------------------------
(Carl W. Schafer)
</TABLE>
II-5
<PAGE>
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
1.1 --Form of Debt Securities Underwriting Agreement*
1.2 --Form of Equity Securities Underwriting Agreement*
4.1 --Articles of Domestication of Frontier Oil Corporation, as amended (filed as Exhibit 2.3 to
Registration Statement No. 2-62518 and Exhibit 2.2 to Registration Statement No. 2-69149).
4.2 --Articles of Amendment to the Restated Articles of Incorporation of Frontier Oil
Corporation (filed as Exhibit 3.2 to Registration Statement No. 333-47745 dated May 4, 1998).
4.3 --Fourth Restated By-Laws of Frontier Oil Corporation as amended through February 20, 1992
(filed as Exhibit 3.2 to Form 10-K dated December 31, 1992).
4.4 --Indenture dated as of February 9, 1998 between Frontier Oil Corporation and Chase Bank
of Texas, National Association, as Trustee relating to our 9-1/8% Senior Notes due 2006
(filed as Exhibit 4.8 to Registration Statement No. 333-47745 dated May 4, 1998).
4.5 --Form of Senior Indenture (including form of Senior Debt Security)*
4.6 --Form of Subordinated Indenture (including form of Subordinated Debt Security)*
5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the Securities*
8.1 --Opinion of Andrews & Kurth L.L.P. as to certain federal income tax matters*
12.1 --Computation of Ratio of Earnings to Fixed Charges
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)*
24.1 --Power of Attorney (included on signature page)
25.1 --Form T-1 Statement of Eligibility of Trustee for the Senior Debt Securities*
25.2 --Form T-1 Statement of Eligibility of Trustee for the Subordinated Debt Securities*
* To be filed as an exhibit to our Current Report on Form 8-K in connection with a specific offering.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 12.1
FRONTIER OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, Three Months
------------------------------------------------------ Ended
1994 1995 1996 1997 1998 March 31, 1999
------ ------- ------- ------ ------ ---------------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing operations $ 1.7 $ (19.3) $ (11.6) $ 7.8 $ 18.8 $ (4.8)
Add:
Interest 18.8 18.3 17.5 15.9 8.2 2.0
------ ------- ------- ------ ------ -------
Earnings as defined $ 20.5 $ (1.0) $ 5.9 $ 23.7 $ 27.0 $ (2.8)
====== ======= ======= ====== ====== =======
Interest $ 18.8 $ 18.3 $ 17.5 $ 15.9 $ 18.2 $ 2.0
Interest capitalized -- -- -- -- -- --
Fixed charges as defined $ 18.8 $ 18.3 $ 17.5 $ 15.9 $ 8.2 $ 2.0
====== ======= ======= ====== ====== =======
Ratio of earnings to fixed charges 1.1 NM NM 1.5 3.3 NM
Fixed charges in excess of earnings $ N/A $ 19.3 $ 11.6 N/A N/A 4.8
====== ======= ======= ====== ====== =======
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 5,
1999 included (incorporated by reference) in Frontier Oil Corporation's Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Houston, Texas
June 8, 1999
