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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 1998
Holly Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-03876 75-1056913
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
100 Crescent Court
Suite 1600
Dallas, Texas 75201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 871-3555
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ITEM 5. OTHER EVENTS
On September 1, 1998, Holly Corporation and Giant Industries, Inc.
mutually agreed to terminate their proposed merger, which had been approved by
the stockholders of both companies in late June. The decision to terminate the
merger was made as a result of the August 31st filing of a lawsuit by Longhorn
Partners Pipeline, L.P. against Holly and others, which Holly believes to be
wholly without merit, and as a result of continuing delays and uncertainties in
negotiations with the Federal Trade Commission and the New Mexico Attorney
General's Office concerning federal and state clearance of the merger.
The Longhorn lawsuit, which was filed in a Texas state court in El Paso
on August 31, principally involves allegations that Holly and two subsidiaries
together with George, Donaldson & Ford, L.L.P., an Austin, Texas law firm,
conspired to monopolize West Texas, New Mexico and Arizona markets for refined
petroleum products and tortiously interfered with a Longhorn pipeline project.
The complaint seeks damages of up to $1,050,000,000 as well as injunctive
relief.
The Longhorn suit relates principally to the involvement of Holly
subsidiaries and the George, Donaldson & Ford law firm in a federal lawsuit in
Austin, Texas filed by ranchers and joined by the Barton Springs-Edwards
Aquifer Conservation District, the City of Austin and the Lower Colorado River
Authority. That suit resulted in a preliminary injunction issued by the
federal court on August 25 requiring preparation of an environmental impact
statement under the National Environmental Policy Act before Longhorn uses an
existing crude oil pipeline and a newly constructed pipeline to transport
refined petroleum products across Texas, including areas overlying the Edwards
Aquifer in Central Texas.
Based on a preliminary review of Longhorn's filing, Holly believes that
the suit is wholly without merit. However, Holly noted that the filing of the
suit, together with continuing delays and uncertainties in negotiations with
the Federal Trade Commission and the New Mexico Attorney General's Office, have
made it necessary for Holly and Giant to terminate their plans to merge.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. Certain statements and information in this report may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks,
uncertainties, or assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those set forth in the applicable
forward-looking statement. Any forward-looking statements made herein speak
only to the date of this report. Holly Corporation expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
such statements to reflect any change in its expectations with regard thereto
or any changes in events, conditions, or circumstances on which any such
statement is based.
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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 thereunto duly authorized.
Date: September 4, 1998
HOLLY CORPORATION
By: /s/ Henry A Teichholz
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Name: Henry A. Teichholz
Its: Vice President, Treasurer
and Controller
