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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): May 3, 2011 (April 27, 2011)
HOLLY ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32225
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20-0833098 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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100 Crescent Court,
Suite 1600
Dallas, Texas
(Address of principal
executive offices)
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75201-6915
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 27, 2011, the Board of Directors (the “Board”) of Holly Logistic Services, L.L.C.
(“HLS”), which is the general partner of HEP Logistics Holdings, L.P., which is the general partner
of the registrant, and Navajo Pipeline Co., L.P., the sole member of HLS, approved Amendment No. 1
(the “LLC Amendment”) to the First Amended and Restated Limited Liability Company Agreement of HLS
(the “LLC Agreement”). The LLC Amendment became effective on April 27, 2011. A copy of the LLC
Amendment as adopted is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference into
this Item 5.03.
The LLC Amendment modifies the notice provisions for meetings of the Board contained in
Section 5.4(a) of the LLC Agreement to: (a) expand the list of individuals that are permitted to
call special meetings of the Board (or any committee of the Board), (b) reduce the notice period
for special meetings of the Board (or any committee of the Board) to be held in person from two
days to twenty-four hours, (c) clarify that electronic transmissions including electronic mail
constitute written notice and (d) provide that attendance by a director at a meeting constitutes
waiver by such director of the notice requirements for such meeting unless such director
specifically objects at such meeting on the basis of improper notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of
Holly Logistic Services, L.L.C., dated April 27, 2011 |
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.
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HOLLY
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ENERGY PARTNERS, L.P. |
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By:
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HEP Logistics Holdings, L.P., |
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its General Partner |
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By:
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Holly Logistic Services, L.L.C., |
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its General Partner |
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By:
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/s/ Bruce R. Shaw
Bruce R. Shaw
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Senior Vice President and
Chief Financial Officer |
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Date: May 3, 2011
[Signature Page]
EXHIBIT INDEX
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Exhibit Title |
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3.1
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Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of
Holly Logistic Services, L.L.C., dated April 27, 2011 |