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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission File Number 1-32225
HOLLY ENERGY PARTNERS, L.P.
Formed under the laws of the State of Delaware
I.R.S. Employer Identification No. 20-0833098
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6915
Telephone Number: (214) 871-3555
Securities registered pursuant to Section 12(b) of the Act:
Common Limited Partner Units
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of common limited partner units held by non-affiliates of the registrant was approximately $352 million on June 30, 2008, based on the last sales price as quoted on the New York Stock Exchange.
The number of the registrant’s outstanding common limited partners units at February 6, 2009 was 8,390,000.
DOCUMENTS INCORPORATED BY REFERENCE: None
 
 

 


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PURPOSE OF AMENDMENT
Holly Energy Partners, L.P. is filing this amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, originally filed on February 17, 2009, to provide additional disclosure in Item 10 under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” required by Item 405 of Regulation S-K. This amendment to the original Form 10-K amends and restates only the information provided under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in Item 10 in the original Form 10-K. The amended and restated information under that heading continues to speak as of the date of filing of the original Form 10-K. Holly Energy Partners, L.P. has not updated the disclosures in this amendment to speak as of a later date. All information contained in this amendment and the original Form 10-K is subject to updating and supplementing as provided in the periodic reports filed subsequent to the original filing date with the Securities and Exchange Commission.

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 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and persons who beneficially own more than 10% of HEP’s units to file certain reports with the SEC and New York Stock Exchange concerning their beneficial ownership of HEP’s equity securities. Based on a review of these reports, other information available to us and written representations from reporting persons indicating that no other reports were required, all such reports concerning beneficial ownership were filed in a timely manner by reporting persons during the year ended December 31, 2008, except for (1) two Form 4’s filed on January 9, 2008 related to sales of HEP common units held by David G. Blair and Stephen J. McDonnell to satisfy tax withholding obligations with respect to the vesting of certain restricted units on January 1, 2008, and (2) one Form 3 and one Form 4 filed on April 8, 2009 for Scott C. Surplus, Controller and principal accounting officer of HLS, filed late due to administrative oversight.

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Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report
     (1) Exhibits
     
          31.1*
  Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
          31.2*
  Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
          32.1*
  Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
          32.2*
  Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
*   Filed herewith.

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HOLLY ENERGY PARTNERS, L.P.
SIGNATURES
Pursuant to the requirements of the Securities and 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.
 
(Registrant)
   
 
       
 
  By: HEP LOGISTICS HOLDINGS, L.P.    
 
  its General Partner    
 
       
 
  By: HOLLY LOGISTIC SERVICES, L.L.C.    
 
  its General Partner    
 
       
Date: April 30, 2009
  /s/ Matthew P. Clifton    
 
       
 
  Matthew P. Clifton    
 
  Chairman of the Board of Directors and Chief    
 
  Executive Officer    
 
       
 
  /s/ Bruce R, Shaw    
 
       
 
  Bruce R. Shaw    
 
  Senior Vice President and Chief Financial    
 
  Officer    
 
  (Principal Financial Officer)    
 
       
 
  /s/ Scott C. Surplus    
 
       
 
  Scott C. Surplus    
 
  Vice President and Controller    
 
  (Principal Accounting Officer)    

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