HF Sinclair 8-K Holly Corporation Announces Definitive Agreement to Acquire Sunoco’s Tulsa Refinery

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): April 16, 2009 (April 16, 2009)

HOLLY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	001-03876	75-1056913
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification Number)

100 Crescent Court, Suite 1600	75201-6915 (Zip code)
Dallas, Texas
(Address of principal
executive offices)

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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

     On April 16, 2009, Holly Corporation (the “Company”) issued a press release announcing that the Company has entered into a definitive agreement with Sunoco Inc. (R&M) (“Sunoco”) to acquire Sunoco’s Tulsa Refinery. Additionally, the Company has scheduled a conference call to present additional information regarding this acquisition. A copy of the press release and the presentation slides to be discussed at the conference call are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein in their entirety.

     In accordance with General Instruction B.2. of Form 8-K, the information furnished in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act of 1933. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report, including Exhibits 99.1 and 99.2, or that any such information includes material investor information that is not otherwise publicly available.

     The information contained in this report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise from time to time. The Company disclaims any current intention to revise or update the information contained in this report, including the information contained in Exhibits 99.1 and 99.2, although the Company may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1	—	Press release of the Company issued April 16, 2009 announcing a definitive agreement to acquire Sunoco’s Tulsa Refinery.*
99.2	—	Presentation slides to be discussed by the Company during the scheduled conference call on April 16, 2009 at which additional information regarding the acquisition will be presented.*

* Furnished herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HOLLY CORPORATION
By:	/s/ Bruce R. Shaw
	Bruce R. Shaw
	Senior Vice President and Chief Financial Officer

Date: April 16, 2009

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EXHIBIT INDEX

Exhibit
Number		Exhibit Title
99.1	—	Press release of the Company issued April 16, 2009 announcing a definitive agreement to acquire Sunoco’s Tulsa Refinery.*
99.2	—	Presentation slides to be discussed by the Company during the scheduled conference call on April 16, 2009 at which additional information regarding the acquisition will be presented.*

* Furnished herewith.

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