================================================================================ 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 12, 1999 FRONTIER OIL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WYOMING 001-07627 74-1895085 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 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 5. OTHER EVENTS Attached as Exhibit 1.1 is the Underwriting Agreement dated November 5, 1999 among Frontier Oil Corporation (the "Company"), Bear, Stearns & Co. Inc., Lehman Brothers Inc. and Warburg Dillon Read LLC relating to the offering of $190,000,000 aggregate principal amount of the Company's 11 3/4% Senior Notes due 2009 (the "Notes"), registered pursuant to a Registration Statement on Form S-3 (Registration No. 333-80253), as supplemented by the Prospectus Supplement, dated November 5, 1999. Attached as Exhibit 4.1 is the Indenture dated as of November 12, 1999, among the Company and Chase Bank of Texas, National Association, as trustee, governing the Notes. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 1.1 Underwriting Agreement dated November 5, 1999 among Frontier Oil Corporation, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and Warburg Dillon Read LLC. 4.1 Indenture dated as of November 12, 1999, among the Company and Chase Bank of Texas, National Association, as trustee. 4.2 Form of Frontier Oil Corporation 11 3/4% Senior Note due 2009. (Included in Exhibit 4.1). 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: November 19, 1999 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement dated November 5, 1999 among Frontier Oil Corporation, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and Warburg Dillon Read LLC. 4.1 Indenture dated as of November 12, 1999, among the Company and Chase Bank of Texas, National Association, as trustee. 4.2 Form of Frontier Oil Corporation 11 3/4% Senior Note due 2009. (Included in Exhibit 4.1).