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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HOLLY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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HOLLY CORPORATION
100 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201-6927
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
DECEMBER 10, 19989, 1999
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Holly Corporation
will be held in Suite 200, First National Bank Building, 303 West Main, Artesia,
New Mexico, on Thursday, December 10, 1998,9, 1999, at 9:30 o'clock A.M. local time, to
1. Elect a board of eightnine directors for the ensuing year; and
2. Transact such other business as may properly come before the meeting,
or any adjournment thereof.
Only stockholders of record on October 30, 199827, 1999 are entitled to notice of
and to vote at the meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
FILL OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE
ON WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. PROXIES
FORWARDED BY OR FOR BROKERS, BANKS, OR FIDUCIARIES SHOULD BE RETURNED AS
REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED
IN FURTHER COMMUNICATION.
By Order of the Board of Directors:
HENRY A. TEICHHOLZ
Vice President, Treasurer and
ControllerW. JOHN GLANCY
Secretary
Dallas, TX
November 6, 19989, 1999
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PROXY STATEMENT
OF
HOLLY CORPORATION
100 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201-6927
The enclosed proxy for the Annual Meeting of Stockholders is being
solicited on behalf of the Board of Directors of Holly Corporation and is
revocable at any time prior to the exercise of the powers conferred thereby by
written notice to the ControllerSecretary of the Company or in open meeting. The proxy
statement and proxy are expected to be sent to stockholders commencing on
November 6, 1998.9, 1999. The cost of soliciting proxies will be borne by the Company.
Regular employees of the Company may solicit proxies by mail, telephone,
telecopier or in person, without special compensation. Upon request, the Company
will reimburse brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners of Common Stock.
The Company's Annual Report for its 19981999 fiscal year, which ended on July
31, 1998,1999, is being distributed concurrently herewith. The Board of Directors has
fixed October 30, 1998,27, 1999, as the record date for the determination of stockholders
entitled to vote at the Annual Meeting. At the close of business on that record
date, there were outstanding 8,253,514 shares of the common stock, par value
$.01 per share (the "Common Stock"), the holders of which are entitled to one
vote per share.
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PRINCIPAL STOCKHOLDERS
The table below lists the only persons known to the management to own
beneficially, as beneficial ownership is defined by Rule 13d-3 adopted by the
Securities and Exchange Commission ("SEC"), 5% or more of the Company's Common
Stock as of October 19, 1998:20, 1999:
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(a)OWNERSHIP(A) OUTSTANDING
------------------- -------------------- ------------
Chase Bank of Texas, N.A. 1,015,596952,851 shares(1) 12.3%11.5%
Trustee for Holly Corporation Employee
Stock Ownership Plan
P.O. Box 2558
Houston, Texas 77252-2558
Brown Brothers Harriman Trust Company of Texas, as 1,511,136 shares 18.3%
trustee of trusts in the names of Betty Regard,
Margaret Simmons and Suzanne Bartolucci(2)
2001 Ross Avenue
Dallas, Texas 75201-2996
Brown Brothers Harriman Trust Company of Texas, as 56,606 shares 0.7%
trustee of a trust for the benefit of David
Norsworthy.
2001 Ross Avenue
Dallas, Texas 75201-2996
Lamar Norsworthy 328,859318,105 shares(3) 4.0%3.9%
100 Crescent Court
Dallas, Texas 75201-6927
Nona Barrett 328,132 shares 4.0%
P.O. Box 150
Crested Butte, Colorado 81224
David Norsworthy, Lamar Norsworthy and Brown Brothers 285,858 shares(5) 3.5%
Harriman Trust Company of Texas, as co-trustees of
three trusts for the benefit of David and Lamar
Norsworthy and Nona Barrett, respectively(4)
2001 Ross Avenue
Dallas, Texas 75201-2996
The Guardian Life Insurance Company of America, its 775,268 shares(6) 9.4%
subsidiaries and affiliates, acting in various
fiduciary capacities
201 Park Avenue South
New York, New York 10003
DePrince, Race & Zollo, Inc. 631,900897,700 shares 7.7%10.9%
201 South Orange Avenue
Orlando, Florida 32801
FMR Corp. 825,000 shares 10.0%
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors, Inc. 450,170440,470 shares 5.5%5.3%
1299 Ocean Avenue
Santa Monica, California 90401
(All notes appear on following page)
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AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(a) OUTSTANDING
------------------- -------------------- ------------
FMR Corp. 440,100 shares 5.3%
82 Devonshire Street
Boston, Massachusetts 02109
(a) Sole voting and investment power except as shown otherwise.
(1) Plan participants share voting power.
(2) The named individuals are life beneficiaries and their "children and
descendants," of whom there are now seven, are residuary beneficiaries of
these trusts.
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(3) Does not include 285,858 shares which are beneficially owned by three trusts
of which this owner is a co-trustee and which are listed separately.
(4) The named individuals are the life beneficiaries and members of their
families are the residuary beneficiaries of these trusts. Substantially all
of the 285,858 shares are held in a limited partnership of which the general
partner is a limited liability company owned and controlled by these trusts;
the 98.5% limited partner in such partnership is a trust of which David
Norsworthy, Lamar Norsworthy and Brown Brothers Harriman Trust Company of
Texas are co-trustees and under which, unless the life beneficiary of the
trust exercises a power of appointment directing otherwise, residuary
beneficiaries are the trusts for the benefit of David and Lamar Norsworthy
and Nona Barrett of which Brown Brothers Harriman Trust Company of Texas is
the trustee.
(5) The three co-trustees share indirect voting and investment powers. Lamar
Norsworthy disclaims that he is the beneficial owner except as to 1,430 of
these shares.
(6) Beneficial owner has shared voting and investment power with respect to
507,268 shares and sole voting and investment power with respect to 268,000
shares.
The Company is advised that as of October 19, 199820, 1999 the present executive
officers and directors of the Company as a group owned beneficially 838,463976,452
shares (including 284,428 shares as to which Lamar Norsworthy, Chairman of the
Board and Chief Executive Officer of the Company, disclaims beneficial
ownership) or approximately 10.2%11.6% of the Common Stock. Other than Lamar
Norsworthy, no executive officer owns more than 1% of the Company's Common
Stock.
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ELECTION OF DIRECTORS
At the Annual Meeting it is proposed to elect the eightnine management nominees
shown below to hold office as directors until the next annual meeting of
stockholders or until their respective successors shall have been elected and
qualify.
EachExcept for W. John Glancy, who was elected by the Board of Directors on
September 24, 1999, each of the nominees listed below was elected as director by
the shareholders at the annual meeting in 1997.1998. If any nominee should
unexpectedly become unavailable for election, votes will be cast, pursuant to
the accompanying proxy, for the election of a substitute who may be selected by
the present Board of Directors. Management has no reason to believe that any of
the nominees named below will be unable to serve.
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. With respect to the election of directors, in voting by proxy,
stockholders may vote in favor of all nominees or withhold their votes as to all
nominees or withhold their votes as to specific nominees. The election of
directors will be decided by a plurality vote. Thus, abstentions and broker
non-votes will be treated as votes neither "for" nor "against" the election of
directors, although abstentions and broker non-votes will be counted in
determining if a quorum is present.
Set forth below is certain information about each nominee, including
principal occupations for at least five years and beneficial ownership of shares
of Common Stock ("Common Shares"). Offices with the Company have been held for
at least five years, unless otherwise indicated. Membership on certain Board
committees is indicated by (A) for audit committee, compensation committee and
public policy committee; (E) for executive committee:
Matthew P. Clifton, 47,48, a director since September 1995, has been with
the Company for over fifteen years and is President of the Company. From
1991 to 1995 he served as Senior Vice President with responsibilities for
refining operations, engineering and oil and gas activities for the
Company. (E)
Common Shares owned............ 18,352
W. John Glancy, 57, a director from 1975 to 1995 and since September
1999, has been Senior Vice President, General Counsel and Secretary of the
Company since September 1999. From December 1998 to September 1999, he was
Senior Vice President, Legal of the Company and he has held the office of
Secretary since April 1999. From 1991 through April 1995 and from March
1997 through March 1999, he practiced law in the Law Offices of W. John
Glancy; from April 1995 through March 1997 he was a partner and
subsequently counsel in the Dallas office of the Weil, Gotshal & Manges LLP
law firm.
Common Shares owned............... 200
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William J. Gray, 57,58, a director since September 1996, has been withis a consultant
to the Company for over twenty five years and isCompany. Until October 1, 1999, Mr. Gray was Senior Vice President,
Marketing and Supply of the Company.
Common Shares owned............ 27,049
Marcus R. Hickerson, 72,73, a director since 1960, has been a consultant
to Centex Development Company since 1987. (A)
Common Shares owned............. 1,556
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A. J. Losee, 73,74, a director since 1978, is of Counsel in the Artesia,
New Mexico law firm of Losee, Carson, Haas & Carroll, P.A., and has
practiced law for more than 40 years. (A) (E)
Common Shares owned............. 1,000
Thomas K. Matthews, II, 72,73, a director since 1978, is a financial
consultant. (A)
Common Shares owned............... 400
Robert G. McKenzie, 60,61, a director since 1992, has beenis a private
consultant. From January 1990 to August 1999, he was Executive Vice
President and Chief Operating Officer of Brown Brothers Harriman Trust
Company of Texas since January 1990.Texas. (A)
Common Shares owned............. 1,000
Lamar Norsworthy, 52,53, a director since 1967, is Chairman of the Board
and Chief Executive Officer of the Company. FromCompany, and from 1988 to 1995 he was
also was
President. DirectorMr. Norsworthy is also a director of Triton Energy
Limited(E)
Common Shares owned........ 328,859(1)318,105(1)
Jack P. Reid, 62,63, a director since 1977, is a consultant to the
Company. Until August 1, 1999, Mr. Reid was Executive Vice President,
Refining, of the Company. (E)
Common Shares owned............ 62,95963,639
- ---------------
(1) Mr. Norsworthy shares with two co-trustees voting and investment power for
an additional 285,858 Common Shares as to which he disclaims beneficial
ownership except as to 1,430 shares; see "Principal Stockholders".
Certain information set forth above for each director nominee is based on
information furnished by such nominee; stockholdings are as of October 19, 1998.20, 1999.
No nominee other than Mr. Norsworthy owns beneficially as much as 1% of the
Common Stock.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based upon the Company's review of the reports and amendments on Forms 3, 4
and 5 furnished to the Company pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), all such reports were
filed in a timely manner by reporting persons.
BOARD COMMITTEES AND MEETINGS
The Audit Committee of the Board of Directors, which met oncefour times during
the 19981999 fiscal year, is responsible for monitoring the Company's internal
accounting controls, recommending to the
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auditors, and reviewing certain activities of the independent auditors and their
reports and conclusions.
The Compensation Committee of the Board of Directors, which met twofour times
during the 19981999 fiscal year, is responsible for recommending to the Board
changes in the compensation of executive personnel, for determining salaries and
bonuses for employee directors, and for reviewing and making recommendations
relative to the Company's employee benefit plans. In addition, an Executive
Stock Option Committee composed of certain nonemployee directors is responsible
for considering grants of stock options to officers and directors of the
Company; this committee met one time during the 19981999 fiscal year.
The Public Policy Committee of the Board of Directors, which met one timefour times
during the 19981999 fiscal year, is responsible for (1) reviewing the Company's
policies and procedures on matters of public and governmental concern that
significantly affect the Company, including but not limited to environmental,
occupational health and safety, and equal employment opportunity matters, and
(2) recommending to management and the Board of Directors the formulation or
modification of policies and procedures concerning such matters.
The Executive Committee of the Board of Directors has the authority of the
Board, to the extent permitted by law and subject to any limitations that may be
specified from time to time by the Board, for the management of the business and
affairs of the Company between meetings of the Board. This committee met one
time during the 1999 fiscal year.
The Board of Directors does not have a standing nominating committee.
During the 19981999 fiscal year, the Board of Directors held sevenfour meetings.
Each director attended at least 75% of the aggregate of the total number of
meetings of the Board and of all committees of the Board on which that director
served.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table and notes present the compensation provided by the
Company to its chief executive officer and the other four most highly
compensated executive officers for all services rendered in all capacities to
the Company and its subsidiaries for the fiscal years ended July 31, 1999, 1998
1997
and 1996.1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ALL
NAME AND --------------------------------------- OTHER
PRINCIPAL FISCAL OTHER ANNUAL COMPEN-COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION(1) SATION(2)(3)(4)
--------- ------ -------- -------- --------------- -------------------
Lamar NorsworthyNorsworthy................... 1999 $453,000 $169,000 -- $ 15,000
Chairman of the Board and 1998 $436,000 $120,000 -- $18,684(2)
Chairman of the Board 1997 420,900 70,000 -- 15,888(3)
and$ 18,684
Chief Executive Officer 1996 404,990 140,0001997 $420,900 $ 70,000 -- 89,322(4)$ 15,888
Matthew P. CliftonClifton................. 1999 $314,400 $116,000 $ 7,758
President 1998 280,600$280,600 $ 95,000 -- 18,583(2)
President$ 18,583
1997 250,040$250,040 $ 60,000 -- 7,441(3)
1996 204,265 80,000 -- 32,841(4)$ 7,441
Jack P. Reid 1998 367,200 105,000 -- 18,285(2)Reid....................... 1999 $381,800 $142,000 $ 19,336
Executive Vice President, 1998 $367,200 $105,000 -- $ 18,285
Refining 1997 354,400$354,400 $ 70,000 -- 15,554(3)
Refining 1996 341,020 120,000 -- 74,194(4)$ 15,554
William J. Gray 1998 209,000 75,000 -- 7,734(2)Gray.................... 1999 $217,500 $ 81,000 $ 7,496
Senior Vice President, 1998 $209,000 $ 75,000 -- $ 7,734
Marketing and Supply 1997 201,600$201,600 $ 55,000 -- 6,850(3)
and Supply 1996 182,800 70,000$ 6,850
W. John Glancy..................... 1999 $ 67,000 $ 24,800 -- 29,971(4)
Christopher L. Cella 1998 176,928 30,000 -- 6,862(2)$253,025
Senior Vice President,
General
1997 170,408 37,000 -- 6,602(3)
Counsel and Secretary 1996 163,587 51,000 -- 22,754(4)
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(1) Any perquisites or other personal benefits received from the Company by any
of the named executives were substantially less than the reporting
thresholds established by the SEC (the lesser of $50,000 or 10% of the
individuals' total annual salary and bonus).
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(2) All Other Compensation -- details for fiscal 1999:
DIVIDENDS COMPANY
ON MATCHING
PHANTOM THRIFT
NAME SHARES PLAN OTHER(1) TOTAL
---- --------- -------- -------- -----
Lamar Norsworthy............................................ $ 7,914 $7,086 -- $ 15,000
Matthew P. Clifton.......................................... $ 858 $6,900 -- $ 7,758
Jack P. Reid................................................ $12,243 $7,093 -- $ 19,336
William J. Gray............................................. $ 883 $6,613 -- $ 7,496
W. John Glancy.............................................. -- -- $253,025 $253,025
- ---------------
(1) Represents legal fees paid for the part of fiscal year 1999 prior to his
becoming an employee.
(3) All Other Compensation -- details for fiscal 1998:
DIVIDENDS COMPANY
ON MATCHING MOVING
PHANTOM THRIFT EXPENSE
NAME SHARES PLAN REIMBURSEMENT TOTAL
---- --------- -------- ------------- -------
Lamar NorsworthyNorsworthy.................................... $11,870 $6,814 $ -- $18,684
Matthew P. CliftonClifton.................................. 804 7,000 10,779$10,779 18,583
Jack P. ReidReid........................................ 11,478 6,807 -- 18,285
William J. GrayGray..................................... 828 6,906 -- 7,734
Christopher L. Cella 528 6,334W. John Glancy(1)................................... -- 6,862-- -- --
(3)(4) All Other Compensation -- details for fiscal 1997:
DIVIDENDS COMPANY
ON MATCHING
PHANTOM THRIFT
NAME SHARES PLAN TOTAL
---- --------- -------- -------
Lamar NorsworthyNorsworthy.................................... $10,090 $5,798 $15,888
Matthew P. CliftonClifton.................................. 683 6,758 7,441
Jack P. ReidReid........................................ 9,756 5,798 15,554
William J. GrayGray..................................... 704 6,146 6,850
Christopher L. Cella 449 6,153 6,602
(4) All Other CompensationW. John Glancy(1)................................... -- -- -- details for fiscal 1996:
DIVIDENDS
DISTRIBUTED
DIVIDENDS COMPANY ON
ESOP ON MATCHING COMPANY UNALLOCATED
RESTORATION PHANTOM THRIFT CONTRIBUTION ESOP
NAME PLAN* SHARES PLAN TO ESOP SHARES TOTAL
---- ----------- --------- -------- ------------ ----------- -------
Lamar Norsworthy $68,164 $7,208 $9,352 $4,105 $493 $89,322
Matthew P. Clifton 21,579 214 6,450 4,105 493 32,841
Jack P. Reid 53,067 7,177 9,352 4,105 493 74,194
William J. Gray 17,947 290 7,136 4,105 493 29,971
Christopher L. Cella 11,600 182 6,374 4,105 493 22,754
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* Amounts shown are the market value on the date of award of a number of shares
of Common Stock equal to the number of Phantom Shares awarded to the named(1) Mr. Glancy was not an executive officer (see ESOP Restoration Plan on page 12).during 1997 and 1998.
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OPTION GRANTS IN LASTSINCE FISCAL YEAR 1998
% OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF STOCK
NUMBER OF GRANTED PRICE APPRECIATION FOR
SECURITIES TO OPTION TERM(2)
UNDERLYING EMPLOYEES EXERCISE -----------------------
OPTIONS IN FISCAL OR BASE EXPIRATION (a) (b)(A) (B)
NAME GRANTED(1) YEAR PRICE DATE 5% 10%
---- ---------- --------- -------- ---------- --------- -----------
Lamar Norsworthy.......... -- -- $ -- -- $ -- $ --100,000 26% $14.00 9/24/09 $880,452 $2,231,239
Matthew P. Clifton........ 45,000 13.2% 26.75 3/6/08 757,032 1,918,46740,000 10% 14.00 9/24/09 352,181 892,496
Jack P. Reid.............. 50,000 14.7% 26.75 3/6/08 841,147 2,131,631-- -- -- -- -- --
William J. Gray........... 40,000 11.8% 26.75 3/6/08 672,917 1,705,304
Christopher L. Cella...... 15,000 4.4% 26.75 3/6/08 252,344 639,489-- -- -- -- -- --
W. John Glancy............ 25,000 7% 14.00 9/24/09 220,113 557,810
- ---------------
(1) All of these options, which were granted on September 24, 1999 pursuant to
the Holly Corporation Stock Option Plan, were non-qualified, were granted at
market value on the date of grant, vest 20% at time of grant andafter one year, 20% thereafter
in September of each of the following four years, and have a term of ten years.
(2) We recommend caution in interpreting the financial significance of these
figures. They are calculated by multiplying the number of options granted by
the difference between a future hypothetical stock price and the option
exercise price and are shown pursuant to rules of the Securities and
Exchange Commission. These figures assume that the value of Company stock
appreciates 5% or 10% each year, compounded annually, for ten years (the
life of each option),and the figures are not intended to forecast possible
future appreciation, if any, of such stock price or to establish a present
value of the options. Also, if appreciation does occur at the 5% or 10% per
year rate, the amounts shown would not be realized by the recipients until
the year 2008.2009. Depending on inflation rates, these amounts could be worth
significantly less in 2008,2009, in real terms, than their value today.
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AGGREGATED OPTION/STOCK APPRECIATION RIGHT (SAR)
EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
SHARES OPTIONS/ SARS SARS
ACQUIRED OPTIONS/SARS AT FY ENDEND(3) AT FY END(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ------------- ----------- -------------
Lamar Norsworthy(1).. 0 $0 14,124 0 $340,742 $0-- -- 7,062 -- $105,489 --
Matthew P. Clifton... 0 0 9,000 36,000 0 0-- -- 18,000 27,000 -- --
Jack P. Reid(1)...... 0 0 24,630 40,000 352,949 0-- -- 34,630 30,000 $218,530 --
William J. Gray...... 0 0 8,000 32,000 0 0
Christopher L.
Cella.............. 0 0 3,000 12,000 0 0-- -- 16,000 24,000 -- --
W. John Glancy....... -- -- -- -- -- --
- ---------------
(1) Phantom Shares were granted to the named officers for past services and to
compensate for the exclusion of the officers from the Employee Stock
Ownership Plan ("ESOP") in the 1986-88 fiscal years. Phantom Shares are
unsecured rights to cash payments based on the market value of such shares
at future dates. Payments based on market value of Common Stock are
generally due 40 days after termination of employment or the date of final
distribution to the officer under the ESOP unless the officer elects to
defer payments to future dates that may not be later than 60 days after the
officer's death or permanent disability.
(2) Calculated based on the fair market value of the Company's Common Stock on
July 31, 19981999 ($24.12514.9375 per share) minus the exercise price.
(3) Excludes options granted on September 24, 1999. See "Option Grants In Last
Fiscal Year" on page 9.
BONUS ARRANGEMENTS
The Company and its principal subsidiaries provide incentive bonuses for
certain key personnel. Bonuses are based in part on the performance of the
Company and in part on assessment of individual performance. See "Compensation
Committee Report on Executive Compensation."
CONSULTING AGREEMENTS
On October 29, 1999, Holly entered into a consulting agreement with Mr.
Reid, effective as of August 1, 1999. The consulting agreement, which has a term
that extends through July 31, 2002, provides for a monthly consulting fee of
$27,500.00 and reimbursement of out of pocket expenses. In addition, Mr. Reid
agreed not to compete against the Company during the term of the agreement.
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On August 16, 1999, Holly entered into a consulting agreement with Mr.
Gray, effective as of October 1, 1999. The consulting agreement, which has a
term that extends through September 30, 2001, provides for a monthly consulting
fee of $15,700.00 and reimbursement of out of pocket expenses. In addition, the
Company, for purposes of calculating Mr. Gray's benefit payments under the Holly
Corporation Retirement Plan and Retirement Restoration Plan, agreed to increase
his age and years of service by five years prior to the commencement of such
payments. Mr. Gray also agreed not to compete against the Company, during the
term of the agreement.
RETIREMENT PLAN
The Company has a noncontributory Retirement Plan for all permanent
employees. The following table sets forth the estimated annual retirement
benefits (subject to reduction for Social Security offsets) that would be
payable in 19981999 for certain salary ranges under the Retirement Plan and the
retirement restoration plan described below:
PENSION PLAN TABLE
YEARS OF CREDITED SERVICE AT NORMAL RETIREMENT
HIGHEST THREE-YEAR -------------------------------------------------------------------
AVERAGE SALARY 10 15 20 25 30 35
- ------------------ ------- -------- -------- -------- -------- --------
$150,000........................... $24,000 $ 36,000 $ 48,000 $ 60,000 $ 72,000 $ 84,000
200,000........................... 32,000 48,000 64,000 80,000 96,000 112,000
250,000........................... 40,000 60,000 80,000 100,000 120,000 140,000
300,000........................... 48,000 72,000 96,000 120,000 144,000 168,000
350,000........................... 56,000 84,000 112,000 140,000 168,000 196,000
400,000........................... 64,000 96,000 128,000 160,000 192,000 224,000
450,000........................... 72,000 108,000 144,000 180,000 216,000 252,000
500,000........................... 80,000 120,000 160,000 200,000 240,000 280,000
The compensation covered by the Company's retirement plans is the salary
paid to each employee, the amount of which is shown in the Summary Compensation
Table on page 7 under the heading "Salary" for each executive listed therein. At
July 31, 1998,1999, Messrs. Norsworthy, Clifton, Reid, Gray, and CellaGlancy were credited
with 25, 18, 39, 2926, 19, 40, 30 and 80 years of service, respectively. Under the Plan,
subject to certain age and length-of-service requirements, employees upon normal
retirement are entitled to a life annuity with yearly pension payments equal to
1.6% of average annual salary compensation during their highest compensated
consecutive 36-month period of employment with the Company multiplied by total
credited years of service, less 1.5% of primary Social Security benefits
multiplied by such service years but not to exceed 45% of such benefits.
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Benefits up to limits set by the Internal Revenue Code are funded by
Company contributions to the Retirement Plan, with the amounts determined on an
actuarial basis. The Internal Revenue Code currently limits benefits that may be
covered by the Retirement Plan's assets to $125,000$130,000 per year (subject to
increases for future years based on price level changes) and limits the
compensation that may be taken into account in computing such benefits to
$160,000 for the 19981999 fiscal year (subject to certain upward adjustments for
future years). Effective from the 1995 fiscal year, the Company has a retirement
restoration plan that provides for additional payments from the Company so that
total retirement plan benefits for executives will be maintained at the levels
provided in the Retirement Plan before the application of the Internal Revenue
Code limitations.
11
14
THRIFT AND STOCK OWNERSHIP PLANS
The Company has a Thrift Plan and an ESOP, which are qualified under the
Internal Revenue Code, for eligible employees of the Company and its
subsidiaries.
Employees with at least one year of service may elect to participate in the
Thrift Plan by making contributions to the Plan of from 2% to 14% of their
compensation. The Company matches employee contributions up to 4% of their
compensation. In 1998,1999, employee contributions that are made on a tax-deferred
basis are limited to $9,500$10,000 per year. Employees may direct Company
contributions to be invested in Common Stock. Company contributions vest upon
the earlier of five years of credited service or termination of employment due
to retirement, disability or death. Matching Company contributions for executive
officers under the Thrift Plan have been included in the Summary Compensation
Table under the column captioned "All Other Compensation."
AllMany employees of the Company and eligible affiliates with at least one
year of service, other than employees covered by collective bargaining
agreements, participate in the ESOP established in 1985. Initially, the ESOP
owned 1,500,000 shares of Common Stock. For the 1987 through the 1996 fiscal
years, shares of Common Stock held by the ESOP were allocated to the accounts of
participants for each fiscal year on the basis of payments of principal on the
ESOP's ten-year installment note issued to the Company in connection with the
ESOP's purchase of Common Stock from the Company. Shares are allocated to
participants based on their compensation. Participants' shares vest upon the
earlier of five years' credited service or termination of employment due to
retirement, disability or death. For the 19981999 fiscal year, no shares of Common
Stock held by the ESOP were allocated to participants since allocations after
the 1996 fiscal year are effectively limited to allocations of forfeitures and
there were no forfeitures for the 19981999 fiscal year.
The dividends received on unallocated shares of Common
Stock held by the ESOP through the 1996 fiscal year are included in the Summary
Compensation Table under the column captioned "All Other Compensation."12
15
ESOP RESTORATION PLAN
The Company adopted an ESOP restoration plan to provide additional benefits
to executives whose allocations of Company shares from the ESOP for the 1995 and
1996 fiscal years were reduced because of the application of Internal Revenue
Code limitations. The plan provides for the grant to participants after the end
of the 1995 and 1996 fiscal years of "phantom shares" equal in number to the
number of shares not allocated to participants because of the Internal Revenue
Code limitations. The phantom shares under the plan are unsecured rights to cash
payments based on dividends paid on shares of Common Stock and on the market
value of such shares at future dates. Payments based on market value of Common
Stock will generally be made at the time of a participant's termination of
employment or at the time of a final distribution to the participant 12
15
under the
ESOP unless the participant elects to defer payments over a 10-year period. A
total of 15,470 phantom shares were granted to participants for the 1995 and
1996 fiscal year. Phantom shares granted throughheld at July 31, 19981999 to executive officers are
as follows: 5,6602,830 shares toby Mr. Norsworthy, 1,340 toby Mr. Clifton, 4,500 toby Mr.
Reid, 1,380 toby Mr. Gray and 880 tonone by Mr. Cella.Glancy.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries are paid
$12,000 per annum, plus $1,000 per day per attended meeting, other than
conference telephone meetings, of the Board and per attended meeting of a
committee of the Board that does not immediately precede or follow a Board
meeting. Officers of the Company do not receive compensation for serving on the
Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors during
the 19981999 fiscal year are listed below. None of the members of the Committee was
an officer or employee of the Company or any of its subsidiaries during the 19981999
fiscal year. The member of the Committee who in prior years was an officer of
the Company or of a subsidiary is indicated below by (O).
Marcus R. Hickerson(O) Thomas K. Matthews, II
A.J. Losee Robert G. McKenzie
No executive officer of the Company served as a director or member of the
compensation committee of another entity which had an executive officer serving
as a member of the Company's Board of Directors or the Board's Compensation
Committee.
13
16
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is responsible for the compensation
programs for the executive officers of the Company. The Committee determines the
compensation of officers who are also directors (other than any grants of stock
options, which are subject to the jurisdiction of the Executive Stock Option
Committee) and reviews overall compensation levels for the Company's other
executive officers. There were twofour meetings of the Compensation Committee
during the 19981999 fiscal year.
The basic objective of the Company's compensation program for executives is
to provide levels of compensation that allow the Company to attract and retain
productive executives who are motivated to protect and enhance the long-term
value of the Company for its shareholders. The Company seeks to establish and
maintain levels of compensation that will be competitive with levels for
comparable companies. Competitive compensation levels are estimated on the basis
of available information on compensation paid by companies in the Company's
industry that are most similar to the Company, taking into account the Company's
size and place in the refining industry. Executive compensation programs are
intended to reward each executive based on Company performance and individual
performance and to balance appropriately short-term and long-term
considerations.
For the 19981999 fiscal year, the Company's major compensation programs for
executives were salaries, stock options, annual bonuses, benefits under
retirement and thrift plans, and benefits under the retirement restoration plan.
Salaries of executives are set at levels intended to be competitive with
levels for comparable businesses. Salaries are reviewed and adjusted annually.
Pursuant to the Compensation Committee's recommendation, the Board of
Directors last year approved a program of stock option grants to executives of
the Company and subsidiaries. Stock options granted under the Holly Corporation Stock Option Plan
were granted bycurrently constitute the Executive Stock Option Committee to officersprincipal long-term incentive compensation arrangements
for executives. As of the close of the 1999 fiscal year, the Company had options
outstanding for a total of 265,000 shares340,000 shares; all of the Company's common stock during
the 1998 fiscal year. Optionsthese options were granted by the Stock Option Committee to
other Company executives for an additional 75,000 shares. All options granted
during thein
March 1998 fiscal yearand have an exercise price of $26.75 per share andshare. No stock options were
exercisable immediately togranted during the extent of 20% of1999 fiscal year. In September 1999, the shares subject to option,
with the remainder of the options vesting over time. As a result of the option
grants during fiscal 1998, there were outstanding at October 19, 1998Executive Stock
Option Committee granted additional options for a total of 348,333340,000 shares to
officers and the Stock Option Committee granted options for 45,000 shares to
other Company executives. All options granted in September 1999 have an exercise
price of $14.00 per share and generally become exercisable at the rate of 20%
per year beginning one year after the date of grant. After giving effect to the
September 1999 option grants, the Company currently has outstanding options for
a total of 716,000 shares, of which options for a total of 144,333201,000 shares were(all
granted in March 1998) are immediately exercisable. The Compensation Committee anticipates that stock
options will continue to be an important part of long-term incentive
compensation for Company executives.
14
17
Bonuses are based in part on an evaluation of the performance of the
Company and in part on assessments of individual performance. Because of the
relative size of the Company in the refining industry and the susceptibility of
the Company and the industry to unexpected changes in circumstances that can
have major impacts -- positive or negative -- on performance, the Company's
performance, as measured principally by net income, is evaluated by the
Committee after the end of the fiscal year in light of the circumstances of the
Company and the industry for the year completed. In this evaluation, particular
consideration is given to the Company's handling during the year of the
controllable elements affecting current and future results of operations and to
the Company's performance for the year as compared to historical levels; the
Committee also takes into account as appropriate any major differences between
Company performance and the performance levels of other companies in the
refining industry. In the case of Mr. Norsworthy, Mr. Clifton, Mr. Reid and Mr.
Gray, Company performance ishas been the predominant element in the determination
of bonuses. In the case of bonuses for other executives, the relative importance
of individual performance and Company performance varies among executives
depending on their responsibilities within the Company. Amounts of bonuses for
different performance levels are intended to be competitive with bonus levels of
comparable companies.
Compensation of Lamar Norsworthy, the Company's Chairman of the Board and
Chief Executive Officer, is determined by the Committee under the principles
described above. The Committee believes that Mr. Norsworthy's current salary
level is at or slightly below a competitive level based on comparisons with
other refining companies. Effective June 1, 1998,1999, Mr. Norsworthy's annual salary
was increased by approximately 3.9%4% to a level of $450,000$468,000 per year. Since Mr. Norsworthy has
overall responsibility for the Company, Mr. Norsworthy's bonus is based
primarily on evaluation of the performance of the Company for the last completed
fiscal year. In the Committee's view, the Company's performance for the 19981999
fiscal year was substantially improved overin terms of operating results from levels
in the 1997prior two years; the major adverse change in the market value of the
Company's stock in fiscal year and
actions taken by1999 appears to have been based, not on the Company's
operating performance, but rather to a substantial degree on the pendency of the
Longhorn Partners Pipeline, L.P. lawsuit, which the Company during fiscal 1998 have strengthened the Company's
position for the future.believes is without
merit. Based on this evaluation, of Company performance, Mr. Norsworthy's bonus for the 19981999 fiscal year
was set by the Committee at $120,000,$169,000, which was approximately 27.5%37.5% of his
salary for the year and represents an increase of approximately 71.4%41% over the
bonus amount paid to Mr. Norsworthy with respect to the 19971998 fiscal year.
15
18
Compensation Committee of the Board of Directors
Thomas K. Matthews, II, A. J. Losee
Chairman A.J. LoseeRobert G. McKenzie
Marcus R. Hickerson Robert G. McKenzie
The Compensation Committee Report on Executive Compensation will not be
deemed incorporated by reference in any filing by the Company under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except to the extent that the Company specifically incorporates such report by
reference.
1516
1819
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing, for the period of five fiscal
years commencing August 1, 19931994 and ending July 31, 1998,1999, the yearly percentage
change in the cumulative total shareholder return on the Company's Common Shares
to the cumulative total return of the S&P Composite 500 Stock Index and of an
industry peer group chosen by the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURNS(1)
MEASUREMENT PERIOD HOLLY INDUSTRY PEER
(FISCAL YEAR COVERED) CORPORATION S&P 500 GROUP(2)INDUSTRY PEER GROUP (2)
----------------- ------- -----------------------
JULY 1993 100 100 100
JULYJuly 1994 107.89 105.16 113.45
JULY100.00 100.00 100.00
July 1995 87.03 132.62 121.93
JULY80.67 126.04 105.81
July 1996 101.82 154.59 129.39
JULY94.37 146.85 123.30
July 1997 103.63 235.19 205.56
JULY96.05 223.30 189.19
July 1998 98.57 280.54 190.0291.36 266.34 174.10
July 1999 59.09 320.17 146.61
- ------------------------------------------------------------------------------------------------------
July 1994 July 1995 July 1996 July 1997 July 1998 July 1999
- ------------------------------------------------------------------------------------------------------
Holly Corporation $100.00 $ 80.67 $ 94.37 $ 96.05 $ 91.36 $ 59.09
S&P 500 $100.00 $126.04 $146.85 $223.30 $266.34 $320.17
Industry Peer Group(2) $100.00 $105.81 $123.30 $189.19 $174.10 $146.61
(1) The amounts shown assume that the value of the investment in the Company and
each index was $100 on August 1, 1993 and that all dividends were
reinvested.
(2) The peer group, as chosen by the Company, includes companies and their
predecessors that are similar to the Company in regards to refining
operations. This group is made up of
17
20
Ashland, Oil, Inc., Crown Central Petroleum Corporation, Diamond
Shamrock, Inc. (acquired January 1997), Getty Realty
Corporation, Giant Industries, Inc., Sun Company,Sunoco, Inc., Tesoro Petroleum Corp.,
Tosco
Corporation, Total Petroleum (North America) Ltd. (acquired September
1997), Ultramar Corporation, Ultramar Diamond Shamrock Corporation and Valero Energy
Corporation. It should be noted that almost all of the peer group companies
are also engaged in retail gasoline marketing in addition to their refining
activities and are engaged in oil and gas exploration and production to a
greater extent than is the Company; in addition, most of the peer companies
are substantially larger than the Company in terms of assets and sales.
16
19
The stock price performance depicted in the foregoing graph is not
necessarily indicative of future price performance. The graph will not be deemed
to be incorporated by reference in any filing by the Company under the
Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates such graph by reference.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Ernst & Young LLP,
independent certified public accountants, to audit the books, records and
accounts of the Company and its consolidated subsidiaries for the 19992000 fiscal
year. Ernst & Young LLP has conducted such audits since 1977. It is expected
that a representative of such firm will be present in person or by conference
telephone at the stockholders' meeting, will have an opportunity to make a
statement if the representative so desires, and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be considered for presentation at the
Company's 1999 Annual Meeting should be received by the Company by July 5, 1999,2000,
in order to be considered for inclusion in the proxy statement for that meeting.
FINANCIAL STATEMENTS AVAILABLE
A copy of the Company's 19981999 Annual Report containing the audited
consolidated balance sheetssheet at July 31, 19981999 and 1997,1998, and the related
consolidated statements of income, cash flows, stockholders' equity and
cash flowscomprehensive income for each of the three fiscal years ended July 31, 1998,1999, is
being mailed with this Proxy Statement to shareholders entitled to notice of the
Annual Meeting. The Annual Report does not constitute a part of the proxy
solicitation material.
HENRY A. TEICHHOLZ
Vice President, Treasurer and
Controller
November 6, 1998
17
20
HOLLY-PS-98-2W. JOHN GLANCY
Secretary
18
21
[HOLLY CORPORATION LOGO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you
can be sure your shares are represented at the meeting by promptly returning
your proxy in the enclosed envelope.
DETACH HERE HOLF
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN, IT WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE
DISCRETION OF THOSE AUTHORIZED TO VOTE THIS PROXY ON ANY OTHER BUSINESS.
1. Election of Directors:
NOMINEES: M.P. Clifton, W.J. Gray, M.R. Hickerson, A.J. Losee, T.K.
Matthews, R.G. McKenzie, L. Norsworthy and J.P. Reid
[ ]
------------------------------------------------------------------
For all nominees except as noted above
2. Other Business - Voting upon any other business property before the meeting
or any adjournment thereof.
Receipt of the Company's Annual Report for its 1998 fiscal year, Notice of the
Annual Meeting and related Proxy Statement is hereby acknowledged, and all
former proxies are hereby revoked.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign below exactly as name(s) appear(s) hereon. Joint tenants should both
sign. Executors, administrators, trustees or guardians should show their
capacity as such. Corporations should sign by President or other authorized
officer.
Signature: Date:
--------------------------------------------- ---------------HOLLY-PS-99
22
DETACH HERE
PROXY
HOLLY CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 10, 19989, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Lamar Norsworthy, GeraldGerard L. Regard and JackMatthew P. Reid,Clifton, or any of them or
P
their substitutes, are hereby appointed proxies to represent and to vote the
stock of Holly Corporation standing in the name(s) of the undersigned at the
R Annual Meeting of Stockholders to be held in Artesia, New Mexico on December 10, 1998,9,
1999, and at all adjournments thereof.
O
TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
X DIRECTORS YOU DO
NOT NEED TO MARK ANY OF THE BOXES. JUST DATE AND SIGN ON THE REVERSE SIDE.
Y- -------------- --------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- -------------- --------------
23
[HOLLY CORPORATION LOGO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, YOU
CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE MEETING BY PROMPTLY RETURNING
YOUR PROXY IN THE ENCLOSED ENVELOPE.
DETACH HERE
PLEASE MARK
VOTES AS
[X] IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, IT WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THOSE AUTHORIZED TO VOTE THIS PROXY ON ANY OTHER BUSINESS.
1. Election of Directors: 2. Other Business - Voting upon any other business
Nominees: M.P. Clifton, W.J. Glancy, W.J. Gray, M.R. Hickerson, properly brought before the meeting or any
A.J. Losee, T.K. Matthews, R.G. McKenzie, L. Norsworthy and J.P. Reid adjournment thereof.
FOR WITHHELD
[ ] [ ] Receipt of the Company's Annual Report for its 1999
fiscal year, Notice of Annual Meeting and related Proxy
[ ] Statement is hereby acknowledged, and all former
--------------------------------------- proxies are hereby revoked.
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN BELOW EXACTLY AS NAME(S) APPEAR(S) HEREON.
JOINT TENANTS SHOULD BOTH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES OR GUARDIANS SHOULD SHOW THEIR
CAPACITY AS SUCH. CORPORATIONS SHOULD SIGN BY PRESIDENT
OR OTHER AUTHORIZED OFFICER.
SIGNATURE: DATE: SIGNATURE: DATE:
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