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): NOVEMBER 16, 1999
FRONTIER OIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WYOMING 001-07627 74-1895085
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 16, 1999 Frontier El Dorado Refining Company ("FEDRC"), an
indirect wholly-owned subsidiary of Frontier Oil Corporation (the "Company"),
acquired the 110,000 barrel per day refinery in El Dorado, Kansas from Equilon
Enterprises LLC ("Equilon"). The acquired assets were used by Equilon to refine
crude oil. The Company intends to continue such use. The Company also
purchased the crude oil, intermediate product and finished product inventories
at the refinery at closing.
Total consideration for the acquisition of the refinery consisted of
$170 million cash. In addition, the Company will make contingent earn-out
payments for the next eight years equal to one-half of the excess over $60
million per year of the El Dorado refinery's revenues less its material costs
and operating costs, other than depreciation. The total amount of these
contingent payments is capped at $40 million, with an annual cap of $7.5
million. Total consideration for the acquisition of the inventory of the
refinery at closing consisted of approximately $50.8 million cash. The
acquisition will be accounted for under the purchase method of accounting for
financial reporting purposes.
The sources of financing for the cash portion of the acquisition
consideration were (i) approximately $180 million of net proceeds from the
issuance of the $190 million aggregate principal amount of the Company's 11-3/4%
Senior Notes due 2009 on November 5, 1999 and (ii) approximately $40 million
under a new credit facility established by Frontier Oil and Refining Company
("FORC"), an indirect wholly-owned subsidiary of the Company, with Union Bank of
California, N.A., as administrative agent, documentation agent and lead
arranger, and Paribas, as syndication agent and lead arranger.
Attached as Exhibit 10.1 is the Asset Purchase and Sale Agreement among
FEDRC, as buyer, the Company, as Guarantor, and Equilon, as seller, dated as of
October 19, 1999.
Attached as Exhibit 10.2 is the Revolving Credit Agreement dated as of
November 16, 1999 among FORC, as borrower, the lenders named therein, Union Bank
of California, N.A., as administrative agent, documentation agent and lead
arranger, and Paribas, as syndication agent and lead arranger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a-b) Financial statements of the business acquired and pro forma financial
information.
If the Company determines that Rule 3-05 of Regulation S-X is applicable to
the transaction described in Item 2, the required financial statements and pro
forma financial information will be filed by amendment hereto within the time
period required by Item 7 of Form 8-K.
(c) Exhibits
10.1 Asset Purchase and Sale Agreement among Frontier El Dorado Refining
Company, as buyer, Frontier Oil Corporation, as Guarantor and Equilon
Enterprises LLC, as seller, dated as of October 19, 1999.
10.2 Revolving Credit Agreement dated as of November 16, 1999 among Frontier
Oil and Refining Company, as borrower, the lenders named therein, Union
Bank of California, N.A., as administrative agent, documentation agent
and lead arranger, and Paribas, as syndication agent and lead arranger.
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 Edwards
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Julie H. Edwards
Senior Vice President Finance and
Chief Financial Officer
Date: December 1, 1999