-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CT/VpVIT6zYyZCoQJLMPfp8QC7nCbnGtNgJQMOEj9Zi0CURtO9apj67dd7HoIMhu IhTHfSRrCH9INvnvbG02iw== 0000950131-98-000373.txt : 19980128 0000950131-98-000373.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950131-98-000373 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980127 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HI LO AUTOMOTIVE INC /DE CENTRAL INDEX KEY: 0000874188 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 760232254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-41639 FILM NUMBER: 98514241 BUSINESS ADDRESS: STREET 1: 2575 W BELLFORT CITY: HOUSTON STATE: TX ZIP: 77054 BUSINESS PHONE: 7136636700 MAIL ADDRESS: STREET 1: 2575 W BELLFORT CITY: HOUSTON STATE: TX ZIP: 77054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OREILLY AUTOMOTIVE INC CENTRAL INDEX KEY: 0000898173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 440618012 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 233 S PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65801 BUSINESS PHONE: 4178626708 MAIL ADDRESS: STREET 1: 233 SOUTH PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 SC 14D1/A 1 AMENDMENT NO. 2 TO THE SCHEDULE 14D-1 AND SCHEDULE 13D - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ---------------- HI-LO AUTOMOTIVE, INC. (NAME OF SUBJECT COMPANY) SHAMROCK ACQUISITION, INC. A WHOLLY OWNED SUBSIDIARY OF O'REILLY AUTOMOTIVE, INC. (BIDDERS) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 428939D 10 0 (CUSIP NUMBER OF CLASS OF SECURITIES) DAVID E. O'REILLY PRESIDENT AND CHIEF EXECUTIVE OFFICER O'REILLY AUTOMOTIVE, INC. 233 SOUTH PATTERSON SPRINGFIELD, MO 65802 (417) 862-2674 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) WITH A COPY TO: PETER C. KRUPP SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 WEST WACKER DRIVE, SUITE 2100 CHICAGO, ILLINOIS 60606 (312) 407-0700 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- O'Reilly Automotive, Inc., a Missouri corporation (the "Parent"), hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 dated December 24, 1997 (as amended or supplemented from time to time, the "Schedule 14D-1"), which has been filed by the Parent and Shamrock Acquisition, Inc., a Delaware corporation (the "Purchaser"), which is a wholly owned subsidiary of the Parent, with the Securities and Exchange Commission, relating to an offer by the Purchaser to purchase all the outstanding shares of the common stock, par value $.01 per share (the "Common Stock"), including the associated preferred stock purchase rights (the "Rights" and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, of Hi-Lo Automotive, Inc., a Delaware corporation, at a price of $4.35 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated December 24, 1997, and the related letter of Transmittal. All capitalized terms shall have the meanings assigned to them in the Schedule 14D-1, as amended to date, unless otherwise indicated herein. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following: (a)(10) Text of Press Release, dated January 27, 1998, issued by O'Reilly Automotive, Inc. SIGNATURE AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. Shamrock Acquisition, Inc. /s/ David E. O'Reilly By: ___________________ Name: David E. O'Reilly Title: President Dated: January 27, 1998 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- *(a)(1) Offer to Purchase, dated December 24, 1997. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *(a)(7) Text of Joint Press Release, dated December 23, 1997, issued by O'Reilly Automotive, Inc. and Hi-Lo Automotive, Inc. *(a)(8) Form of Summary Advertisement, dated December 24, 1997. *(a)(9) Text of Press Release, dated January 9, 1998, issued by O'Reilly Automotive, Inc. (a)(10) Text of Press Release, dated January 27, 1998, issued by O'Reilly Automotive, Inc. *(b) Commitment Letter, dated December 20, 1997, among O'Reilly Automotive, Inc., Nationsbank N.A. and NationsBanc Montgomery Securities, Inc. *(c)(1) Agreement and Plan of Merger, dated as of December 23, 1997 among O'Reilly Automotive, Inc., Shamrock Acquisition, Inc. and Hi-Lo Automotive, Inc. *(c)(2) Confidentiality Agreement, dated as of November 26, 1997, among O'Reilly Automotive, Inc., Hi-Lo Automotive, Inc. and SBC Warburg Dillon Read, Inc. (d) None. (e) Not applicable. (f) None.
- -------- *Previously filed. 4 EX-99.(A)(10) 2 PRESS RELEASE - 01/27/1998 FROM O'REILLY AUTOMOTIVE [O'REILLY LOGO] O'REILLY CLOSES TENDER OFFER FOR HI/LO January 27, 1998 - O'Reilly Automotive, Inc. ("O'Reilly") (Nasdaq-ORLY) announced today that it has completed its cash tender offer to purchase all the outstanding shares of common stock of Hi-Lo Automotive, Inc. ("Hi/LO") at a price of $4.35 per share. O'Reilly reported that it has been advised by ChaseMellon Shareholder Services, L.L.C., the Depositary for the offer, that a total of 9,776,550 shares have been tendered pursuant to the offer (including 64,052 shares subject to guarantees of delivery), which expired at midnight, New York City time on Monday, January 26, 1998, and that all such shares have been accepted for payment. After giving effect to the purchase of the shares tendered, O'Reilly beneficially owns approximately 90.4% of the outstanding Hi/LO shares. 1,034,213 shares were not tendered in the offer. As previously announced, O'Reilly and Hi/LO intend to effect a merger pursuant to which Hi/LO will become a wholly-owned subsidiary of O'Reilly and all remaining Hi/LO stockholders (other than O'Reilly) will have the right to receive the same $4.35 per share in cash paid in the tender offer. It is currently anticipated that the merger transaction will be completed in the near future. O'Reilly is a leading specialty retailer and supplier of automotive aftermarket parts, tools, supplies, equipment and accessories to both do-it-yourself customers and professional mechanics and service technicians. Founded in 1957 by the O'Reilly family, the company currently operates stores within the states of Missouri, Arkansas, Kansas, Oklahoma, Nebraska, Illinois and Iowa. Statements contained in this press release which are not historical facts are forward-looking statements. Such forward-looking statements are necessary estimates reflecting the best judgment of the party making such statements based upon current information and involve a number of risks and uncertainties. Forward-looking statements contained in this press release or in other public statements of the parties should be considered in light of those factors. There can be no assurance that such factors will not affect the accuracy of such forward-looking statements. - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE For more information, please contact: James R. Batten 233 S. Patterson Springfield, MO 65802 417-862-6708 Or, visit our web-site at http://oreillyauto.com -----END PRIVACY-ENHANCED MESSAGE-----