-----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, SIrjWqSvZRjMXoYeK9KjXu3Q63of352ITab6TkBAEuaylcD0LoyEtHSFUeeh9V/a lGdoTNyhnuvHv6Y+spkk0A== 0000950134-99-003165.txt : 19990423 0000950134-99-003165.hdr.sgml : 19990423 ACCESSION NUMBER: 0000950134-99-003165 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990422 GROUP MEMBERS: ARKANSAS BEST CORP /DE/ GROUP MEMBERS: TREADCO ACQUISITION CORP 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-41810 FILM NUMBER: 99598793 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 13E3/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 13E3/A 1 AMENDMENT NO. 2 TO SCHEDULE 13E3 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13E-3/A (AMENDMENT NO. 2) RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) TREADCO, INC. (NAME OF THE ISSUER) ------------------ ARKANSAS BEST CORPORATION TREADCO ACQUISITION CORPORATION (NAME OF PERSON(S) FILING STATEMENT) ------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ------------------ 894545 10 2 (CUSIP NUMBER OF CLASS OF SECURITIES) RICHARD F. COOPER VICE PRESIDENT AND GENERAL COUNSEL 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 ON BEHALF OF PERSON(S) FILING STATEMENT) COPIES TO: ALAN J. BOGDANOW, ESQ. HUGHES & LUCE, L.L.P. 1717 MAIN STREET, SUITE 2800 DALLAS, TEXAS 75201 (214) 939-5500 ================================================================================ 2 INTRODUCTION Arkansas Best Corporation, a Delaware corporation ("Parent"), and Treadco Acquisition Corporation, a Delaware Corporation ("Newco") hereby amend and supplement their Rule 13E-3 Transaction Statement (the "Statement") originally filed with the Securities and Exchange Commission (the "Commission") on March 23, 1999, as amended, with respect to a tender offer by Parent to purchase all of the outstanding shares of the common stock, par value $.01 per share (the "Common Stock"), including the associated common stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") of Treadco, Inc., a Delaware corporation (the "Company"), at a price of $9.00 per share net to the seller in cash upon the terms and subject to the conditions set forth in Parent's Offer to Purchase, dated March 23, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to Parent's Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on March 23, 1999 (as amended, the "Schedule 14D-1"). Capitalized terms used herein but not defined are used as defined in this Statement. 2 3 ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. The Offer expired at 12:00 midnight, New York City time on Tuesday, April 20, 1999. Based on information provided by the Depositary, there were validly tendered, not withdrawn and accepted for payment 2,457,263 Shares (including 25,200 Shares tendered by means of guaranteed delivery). Parent now owns approximately 98% of the issued and outstanding Shares as a result of the Offer when combined with its prior holdings of Shares. On April 21, 1999, Parent issued a press release regarding the foregoing which is attached hereto as Exhibit (d)(8). ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT ITEM NUMBER ---- - ------ (d)(8) Press release of Parent dated April 21, 1999. 3 4 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. DATED: April 22, 1999 ARKANSAS BEST CORPORATION By: /s/ DAVID E. LOEFFLER ------------------------------------------ Name: David E. Loeffler ------------------------------------------ Title: Vice President and Chief Financial Officer ------------------------------------------ TREADCO ACQUISITION CORPORATION By: /s/ DAVID E. LOEFFLER ------------------------------------------ Name: David E. Loeffler ------------------------------------------ Title: Vice President ------------------------------------------ 4 5 EXHIBIT INDEX
EXHIBIT ITEM NUMBER ---- - ------ (d)(8) Press release of Parent dated April 21, 1999.
EX-99.(D)(8) 2 PRESS RELEASE OF PARENT DATED APRIL 21, 1999 1 EXHIBIT (d)(8) FOR IMMEDIATE RELEASE ARKANSAS BEST CORPORATION COMPLETES TENDER OFFER FOR SHARES OF TREADCO, INC. (Fort Smith, Arkansas, April 21, 1999) -- Arkansas Best Corporation (Nasdaq: ABFS; www.arkbest.com) announced today that it has completed its cash tender offer for the shares of the common stock of Treadco, Inc. (Nasdaq: TRED) at $9.00 net per share. The offer expired, as scheduled, at 12:00 midnight (New York City time) on Tuesday, April 20, 1999. As of the expiration of the offer, based on information provided from the Depositary, approximately 2,457,263 shares, including approximately 25,200 shares tendered by guaranteed delivery, of Treadco common stock had been tendered, not withdrawn and accepted for payment. Arkansas Best now owns approximately 98% of the outstanding shares of common stock of Treadco. Subject to the terms of the merger agreement between Arkansas Best and Treadco, shares of common stock of Treadco not tendered will be converted into the right to receive $9.00 per share pursuant to a second-step merger pursuant to which Treadco will become a wholly-owned subsidiary of Arkansas Best, which is currently anticipated to be completed by early June 1999. The foregoing release contains forward-looking statements that are based on current expectations and are subject to a number risks and uncertainties. Consummation of the merger are subject to a number of contingencies including the satisfaction of certain customary closing conditions. END OF RELEASE Contacts: 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 -----END PRIVACY-ENHANCED MESSAGE-----