e8vk
 

 
 

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): June 22, 2005


HOLLY ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other
jurisdiction of incorporation)
  001-32225
(Commission File Number)
  20-0833098
(I.R.S. Employer
Identification Number)
         
100 Crescent Court,
Suite 1600
Dallas, Texas

(Address of principal
executive offices)
      75201-6927
(Zip code)

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.

      The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

      Furnished as Exhibits 99.1 and 99.2, and incorporated herein by reference in their entirety, are copies of the sections “Risk factors” and “The proposed intermediate pipelines transaction,” respectively, contained in the offering memorandum dated June 14, 2005 relating to Holly Energy Partners, L.P.’s (the “Partnership”) previously announced private offering of an additional $35,000,000 principal amount of its 6.25% Senior Notes due 2015.

      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 Partnership 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 Partnership 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 Partnership’s Securities and Exchange Commission’s (“SEC”) filings and other public announcements that the Partnership may make, by press release or otherwise, from time to time. The Partnership 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 Partnership 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.

         
99.1
    Section entitled “Risk factors” in the offering memorandum.*
 
       
99.2
    Section entitled “The proposed intermediate pipelines transaction” in the offering memorandum.*

* Furnished pursuant to Regulation FD.

 


 

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 ENERGY PARTNERS, L.P.
 
               
 
  By:   HEP Logistics Holdings, L.P.
its General Partner
 
               
 
      By:   Holly Logistic Services, L.L.C.
its General Partner
 
               
          By:   /s/ Scott C. Surplus
               
              Scott C. Surplus
Vice President & Controller

Date: June 22, 2005

 


 

EXHIBIT INDEX

         
Exhibit        
Number       Exhibit Title
99.1
    Section entitled “Risk factors” in the offering memorandum.*
 
       
99.2
    Section entitled “The proposed intermediate pipelines transaction” in the offering memorandum.*

* Furnished pursuant to Regulation FD.