-----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, VWqsO57oaqWHFMQK0T7JWBt2SaxQ4ZFUMXZH62a3MMvwtbp4Y+qVKJo0VQU6X4AS mxeP4++usXibUWVjj6ZQ0w== 0000950134-99-000443.txt : 19990127 0000950134-99-000443.hdr.sgml : 19990127 ACCESSION NUMBER: 0000950134-99-000443 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREADCO INC CENTRAL INDEX KEY: 0000876948 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 710706271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41810 FILM NUMBER: 99512592 BUSINESS ADDRESS: STREET 1: 1101 SOUTH 21ST STREET CITY: FORT SMITH STATE: AR ZIP: 72901 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: PO BOX 10048 CITY: FORT SMITH STATE: AR ZIP: 72917-0048 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3801 OLD GREENWOOD RD CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) Treadco, Inc. --------------------------------- (Name of Issuer) Common Stock, $.01 Par Value --------------------------------- (Title of Class of Securities) 894545 10 2 --------------------------------- (CUSIP Number) Richard F. Cooper Vice President -- Administration, General Counsel and Secretary Arkansas Best Corporation 3801 Old Greenwood Road Fort Smith, Arkansas 72903 (501) 785-6000 -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 1999 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - ----------------- (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 894545 10 2 13D/A PAGE 2 OF 7 PAGES - ---------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arkansas Best Corporation; 71-0673405 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,497,200 BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH PERSON 1,132,775(1) WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,497,200 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,629,975(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.6%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - --------------------------------------------------------------------------------
- ----------- (1) Pursuant to a letter dated January 22, 1999 (the "Support Agreement"), Shapiro Capital Management Company, Inc., granted Arkansas Best Corporation ("ABC") a proxy to vote under certain circumstances 1,132,775 shares of the common stock, $.01 par value per share (the "Common Stock"), of Treadco, Inc. (the "Company"). See Items 4 and 6 herein. The number of shares reported above to be beneficially owned by ABC and the percentage thereof in relation to the outstanding Common Stock of the Company includes the shares subject to the Support Agreement. 3 PAGE 3 OF 7 PAGES This Amendment No. 1 amend and supplements the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on September 18, 1998 by Arkansas Best Corporation. Except as otherwise set forth in this Amendment No. 1 the information previously set forth in the Schedule 13D remains applicable. Any statement contained in the Schedule 13D shall be deemed to be modified or superseded to the extent that a statement contained herein modifies or supersedes such statement. ITEM 1. SECURITY AND ISSUER The class of securities to which this statement relates is the Common Stock, par value $.01 per share (the "Common Stock") of Treadco, Inc., a Delaware corporation (the "Company"), the principal executive offices of which are located at 1101 South 21st Street, Fort Smith, Arkansas 72901. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Arkansas Best Corporation, a Delaware corporation ("ABC"). ABC's principal business and office address is 3801 Old Greenwood Road, Fort Smith, Arkansas 72903. ABC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). ABC has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that has subjected it to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION Pursuant to a letter dated January 22, 1999 (the "Support Agreement"), Shapiro Capital Management Company, Inc. ("Shapiro Capital"), the beneficial owner of 1,132,775 shares of the Common Stock, agreed to support the proposed transaction described below. The terms of the Support Agreement are described in Item 6 below. The purpose of the Support Agreement is to facilitate the approval of a transaction that ABC proposed to the board of directors of the Company by letter dated January 22, 1999 (the "Proposal"). In the Proposal, ABC proposed that the shares of Common Stock not owned by ABC would receive $9.00 per share in cash (the "Proposed Transaction"). Upon consummation of the Proposed Transaction, the Company would become a wholly owned subsidiary of ABC, and the Common Stock would no longer be publicly traded. The Proposal and related press releases regarding the foregoing are attached hereto as exhibits and are incorporated herein by reference. Consummation of the Proposed Transaction is subject to a number of contingencies including the approval of the Proposed Transaction by a special committee of independent directors of the Company's board of directors and the negotiation of a definitive agreement, which will include customary closing conditions. ABC intends to continue to review from time to time its position with respect to the shares of Common Stock, and may, depending on the special committee's response to the Proposal, the circumstances then existing, including its evaluation of the Company's business, assets, operations, the industry in general, economic conditions, prevailing market prices for the Common Stock, investment 4 PAGE 4 OF 7 PAGES opportunities of ABC, and other factors, determine to increase, decrease or dispose of the ownership of the Common Stock, or revise or retract the Proposal. Except as described above, as of the date hereof, ABC has no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on January 22, 1999, ABC beneficially owned (within the meaning of Rule 13d-3) 3,629,975 shares of Common Stock, which constitute approximately 71.6% of the issued and outstanding shares of Common Stock (as calculated in accordance with such rule), based on 5,072,255 shares issued and outstanding as of October 31, 1998 (as represented in the Company's Form 10-Q for the quarter ended September 30, 1998). (b) ABC has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 2,497,200 shares of Common Stock it beneficially owns. ABC has the shared power to vote or direct the vote of, but not the sole or shared power to dispose or direct the disposition of, 1,132,775 shares of Common Stock subject to the Support Agreement, which is described in Item 6 below. The voting power of such shares is shared with Shapiro Capital, a registered investment adviser under the Investment Advisers Act of 1940. Shapiro Capital's principal business and office address is 3060 Peachtree Rd. N.W., Suite 1555, Atlanta, Georgia 30305. To the knowledge of the undersigned, Shapiro Capital has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of the undersigned, Shapiro Capital has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that has subjected it to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The responses to Items (7) through (11) of the portions of the cover page of Schedule 13D filed herewith that relate to beneficial ownership of shares of Common Stock are incorporated herein by reference. (c) ABC has not purchased or sold or agreed to purchase or sell shares of the Common Stock during the past sixty (60) days. (d) Not applicable. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Support Agreement, Shapiro Capital granted ABC a proxy to vote 1,132,775 shares of Common Stock for the approval of the Proposed Transaction and against any corporate action the consummation of which would violate, frustrate the purpose of, or prevent or delay the Proposed Transaction. The Support Agreement will terminate upon the earlier of (i) July 31, 1999, (ii) March 31, 1999 if ABC and the Company have not entered into a definitive agreement regarding the Proposed Transaction by such date or (iii) the consummation of the Proposed Transaction. The Support Agreement is attached hereto as an exhibit and is incorporated herein by reference. To the knowledge of the undersigned, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between ABC and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 5 PAGE 5 OF 7 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (1) Letter dated January 22, 1999 from Shapiro Capital to ABC. (2) Letter dated January 22, 1999 from ABC to the Board of Directors of the Company. (3) Press Release of ABC dated January 22, 1999. (4) Press Release of the Company dated January 22, 1999. 6 PAGE 6 OF 7 PAGES After reasonable 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. Dated as of January 26, 1999. ARKANSAS BEST CORPORATION By: /s/ Richard F. Cooper ------------------------------ Richard F. Cooper Vice President -- Administration, General Counsel and Secretary 7 PAGE 7 OF 7 PAGES EXHIBIT INDEX Exhibit Item (1) Letter dated January 22, 1999 from Shapiro Capital to ABC. (2) Letter dated January 22, 1999 from ABC to the Board of Directors of the Company. (3) Press Release of ABC dated January 22, 1999. (4) Press Release of the Company dated January 22, 1999. EX-99.1 2 LETTER DATED 1/22/99 FROM SHAPIRO CAPITAL TO ABC 1 January 22, 1999 Arkansas Best Corporation 3801 Old Greenwood Road Fort Smith, Arkansas 72903 Re: Treadco, Inc. Gentlemen: You have advised the undersigned that Arkansas Best Corporation ("ABC") is contemplating making a proposal to acquire the shares of the common stock of Treadco, Inc. (the "Company") not owned by ABC at $9.00 per share in cash in a transaction in which the Company would become a wholly owned subsidiary of ABC again (the "Transaction"). The undersigned believes the $9.00 per share cash price is fair and agrees to support the Transaction. In order to facilitate the proposal and the Transaction, the undersigned hereby irrevocably appoints ABC, with full power of substitution, as the proxy of the undersigned to attend any and all meetings of stockholders of the Company and any adjournments or postponements of such meetings (collectively, a "Meeting"), to vote for and in the name, place and stead of the undersigned at any Meeting, or grant any consents with respect to, 1,132,775 shares of the common stock of the Company, beneficially owned (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by the undersigned on the date of this proxy (the "Proxy Shares"), with respect only to voting for or consenting to the approval of the Transaction, any matters related to or in connection with the Transaction, and voting against or withholding consent from any corporate action the consummation of which would violate, frustrate the purpose of, or prevent or delay the Transaction. The undersigned represents and warrants to ABC that (i) the undersigned is the beneficial owner of the Proxy Shares; (ii) the undersigned has all necessary power and authority to deliver this proxy; and (iii) none of the Proxy Shares is subject to any proxy or voting trust or any other arrangement, or understanding with respect to the voting of such shares in connection with the Transaction other than this proxy. Notwithstanding anything herein to the contrary, the undersigned may, and expressly reserves the right to, tender the Proxy Shares in any tender offer made by ABC or the Company for the common stock of the Company upon the terms and conditions of such tender offer. This proxy is coupled with an interest and is expressly made irrevocable and will expire upon the earlier of (i) July 31, 1999, (ii) March 31, 1999 if ABC and the Company have not entered into a definitive agreement regarding the Transaction by such date or (iii) the 2 consummation of the Transaction. The undersigned acknowledges that monetary damages would be an inadequate remedy for a breach of the provisions of this proxy and that (in addition to any other remedy available at law) the obligations of the undersigned and the rights of the ABC are specifically enforceable. Very truly yours, SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. By: /s/ Samuel R. Shapiro ------------------------- Samuel R. Shapiro President EX-99.2 3 LETTER FROM ABC TO BOARD OF DIRECTORS - 1/22/99 1 January 22, 1999 Board of Directors Treadco, Inc. 1101 South 21st Street Fort Smith, AR 72901 Attention: John R. Meyers - CEO Gentlemen: The Board of Directors of Arkansas Best Corporation has authorized me to advise you that we are proposing a transaction in which the shares of common stock of Treadco, Inc. not owned by Arkansas Best Corporation would be acquired for $9.00 per share in cash. Accordingly, we propose that we begin negotiations regarding the structure of such a transaction and the terms and conditions of a merger agreement pursuant to which Treadco, Inc. would again become a wholly owned subsidiary of Arkansas Best Corporation. In order to facilitate this proposal and consummation of the transaction, we have received the support of Shapiro Capital Management Company, Inc. ("Shapiro Capital"), which beneficially owns 1,132,775 shares or approximately 22% of Treadco, Inc.'s outstanding common stock. For your reference, we have attached a copy of the letter whereby Shapiro Capital agrees, among other things, to vote in favor of the proposed transaction. Given the relationship between Arkansas Best Corporation and Treadco, Inc., we believe that the parties can move expeditiously to a definitive agreement. We propose that Treadco, Inc.'s Board of Directors create a special committee of independent directors to consider our proposal. We recognize the special committee's right to seek and receive independent financial and legal advice. We and our advisors are ready and eager to begin work with Treadco, Inc.'s special committee and are confident that we can reach a mutually satisfactory structure and definitive agreement. In view of the impact that this proposal could have on the market for the shares of both companies, I am sure that both companies will want to make prompt public disclosure of this proposal. We contemplate advising the Nasdaq National Market of this proposal as soon as possible, and to issue a public announcement at that time. We believe that it would be best that we coordinate our announcement with yours. 2 We are very excited about this proposal, and to that end, we are ready to meet with you as soon as possible to discuss this proposal in greater detail and the structure of the transaction. We look forward to your response. Sincerely, /s/ David E. Loeffler Arkansas Best Corporation Enclosure cc: Arkansas Best Corporation Board of Directors EX-99.3 4 PRESS RELEASE OF ABC DATED JANUARY 22, 1999 1 FOR IMMEDIATE RELEASE ARKANSAS BEST CORPORATION PROPOSES A MERGER IN WHICH THE PUBLICLY-HELD SHARES OF TREADCO, INC. WOULD BE ACQUIRED AT $9.00 PER SHARE IN CASH (NASDAQ/NMS: "ABFS"; WWW: ARK BEST.COM) (Fort Smith, Arkansas, January 22, 1999) -- Arkansas Best Corporation (ABFS) and Treadco, Inc. (TRED) announced today that Arkansas Best has submitted a formal proposal to Treadco's Board of Directors in which the outstanding shares of Treadco's common stock not owned by Arkansas Best would be acquired for $9.00 per share in cash. The proposal has the support of Shapiro Capital Management Company, Inc., Treadco's largest independent stockholder, which beneficially owns 1,132,775 shares (or approximately 22%) of the common stock of Treadco. Arkansas Best currently owns approximately 49% of Treadco. Treadco will form a special committee of independent directors to consider Arkansas Best's proposal. The proposal to acquire the remaining outstanding shares of Treadco is subject to the approval of Treadco's special committee and the negotiation of a definitive agreement, which will include customary conditions to closing. The foregoing release contains forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from current expectations due to a number of factors, including general economic conditions; competitive initiatives and pricing pressures; union relations; availability and cost of capital; shifts in market demand; weather conditions; the performance and needs of industries served by Arkansas Best's and Treadco's businesses; actual future costs of operating expenses such as fuel and related taxes; self-insurance claims and employee wages and benefits; actual costs of continuing investments in technology; and the timing and amount of capital expenditures. END OF RELEASE Contact: Mr. David E. Loeffler, Vice President, Chief Financial Officer and Treasurer Telephone: (501) 785-6157 Mr. David Humphrey, Director of Investor Relations Telephone: (501) 785-6200 EX-99.4 5 PRESS RELEASE OF THE COMPANY DATED JAN. 22, 1999 1 FOR IMMEDIATE RELEASE ARKANSAS BEST CORPORATION PROPOSES A MERGER IN WHICH THE PUBLICLY-HELD SHARES OF TREADCO, INC. WOULD BE ACQUIRED AT $9.00 PER SHARE IN CASH (NASDAQ/NMS: "TRED") (Fort Smith, Arkansas, January 22, 1999) -- Arkansas Best Corporation (ABFS) and Treadco, Inc. (TRED) announced today that Arkansas Best has submitted a formal proposal to Treadco's Board of Directors in which the outstanding shares of Treadco's common stock not owned by Arkansas Best would be acquired for $9.00 per share in cash. The proposal has the support of Shapiro Capital Management Company, Inc., Treadco's largest independent stockholder, which beneficially owns 1,132,775 shares (or approximately 22%) of the common stock of Treadco. Arkansas Best currently owns approximately 49% of Treadco. Treadco will form a special committee of independent directors to consider Arkansas Best's proposal. The proposal to acquire the remaining outstanding shares of Treadco is subject to the approval of Treadco's special committee and the negotiation of a definitive agreement, which will include customary conditions to closing. The foregoing release contains forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from current expectations due to a number of factors, including general economic conditions; competitive initiatives and pricing pressures; union relations; availability and cost of capital; shifts in market demand; weather conditions; the performance and needs of industries served by Arkansas Best's and Treadco's businesses; actual future costs of operating expenses such as fuel and related taxes; self-insurance claims and employee wages and benefits; actual costs of continuing investments in technology; and the timing and amount of capital expenditures. END OF RELEASE Contact: Mr. Randall Loyd, Controller Telephone: (501) 788-6463 -----END PRIVACY-ENHANCED MESSAGE-----