SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(AMENDMENT #1)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission file number 0-21318
O'REILLY AUTOMOTIVE, INC.
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(Exact name of registrant as specified in its charter)
Missouri 44-0618012
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
233 South Patterson
Springfield, Missouri 65802
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(Address of principal executive offices, Zip code)
(417) 862-6708
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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 [X] No [ ]
Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
Common stock, $0.01 par value - 53,494,797 shares outstanding as of March 31,
2003. As of that date, the aggregate market value of the voting stock held by
non-affiliates of the Company was approximately $1,448,104,155 based on the last
sale price of the common stock reported by the Nasdaq Stock Market (National
Market).
This report contains a total of 10 pages of which this page is number 1.
<page>
EXPLANATORY NOTE
The registrant is filing this Form 10-Q/A solely to correct the inadvertent
omission of "Item 5 - Submission of Matters to a Vote of Security Holders" from
the Form 10-Q for the quarter ended March 31, 2003, filed by the registrant on
May 9, 2003, (the "Form 10-Q"). No other changes have been made to the Form
10-Q.
Page 2
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O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
FORM 10-Q/A
Quarter Ended March 31, 2003
TABLE OF CONTENTS
Page
PART II - OTHER INFORMATION ----
ITEM 5 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 4
SIGNATURE PAGE 5
CERTIFICATIONS 6
EXHIBIT INDEX 8
Page 3
<page>
PART II - OTHER INFORMATION
ITEM 5. SUMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Our Annual Meeting of the Shareholders was held on May 6, 2003. Of the
53,416,226 shares entitled to vote at such meeting, 49,074,235 shares were
present at the meeting in person or by proxy.
(b) The individual listed below were elected as a Class I Director, and with
respect to each such Director, the number of shares voted for and withheld
were as follows:
<table>
<caption>
Number of Shares Voted
------------------------
Name of Nominee For Withheld
----------------------- ---------- ---------
Charles H. O'Reilly Jr. 39,615,685 9,457,550
</table>
The individuals listed below are Directors whose term of office continued after
the meeting:
David E. O'Reilly
Rosalie O'Reilly-Wooten
Lawrence P. O'Reilly
Joe C. Greene
Jay Burchfield
Paul Lederer
(c) The 2003 Employee Stock Option Plan was approved, the number of shares
voted for, against and abstained were as follows:
Number of Shares Voted
----------------------------------------
For Against Abstain
---------- ---------- ----------
22,918,103 19,212,694 49,725
(d) The 2003 Director Stock Option Plan was approved, the number of shares
voted for, against and abstained were as follows:
Number of Shares Voted
----------------------------------------
For Against Abstain
---------- ---------- ----------
39,506,563 2,613,793 60,166
(e) Ernst & Young LLP was ratified as independent auditor for the fiscal year
ending December 31, 2003, the number of shares voted for, against and
abstained were as follows:
Number of Shares Voted
----------------------------------------
For Against Abstain
---------- ---------- ----------
34,901,792 14,141,148 31,295
Page 4
<page>
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.
O'REILLY AUTOMOTIVE, INC.
June 4, 2004 /s/ David E. O'Reilly
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Date David E. O'Reilly, Co-Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
June 4, 2004 /s/ James R. Batten
- ------------ -------------------------------------------------------
Date James R. Batten, Vice-President of Finance and
Chief Financial Officer (Principal Financial and
Accounting Officer)
Page 5
<page>
CERTIFICATIONS
I, David E. O'Reilly, Co-Chairman of the Board, President and Chief Executive
Officer of O'Reilly Automotive, Inc. (O'Reilly), certify that:
1. I have reviewed this quarterly report on Form 10-Q of O'Reilly;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of O'Reilly as of, and for, the periods presented in this quarterly
report;
4. O'Reilly's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for O'Reilly and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to O'Reilly, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of O'Reilly's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. O'Reilly's other certifying officer and I have disclosed, based on our most
recent evaluation, to O'Reilly's auditors and the audit committee of
O'Reilly's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect O'Reilly's ability to record,
process, summarize and report financial data and have identified for
O'Reilly's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in O'Reilly's internal controls;
and
6. O'Reilly's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 4, 2004 /s/ David E. O'Reilly
-----------------------------------------------------
David E. O'Reilly, Co-Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
Page 6
<page>
CERTIFICATIONS
I, James R. Batten, Vice President of Finance and Chief Financial Officer of
O'Reilly Automotive, Inc. (O'Reilly), certify that:
1. I have reviewed this quarterly report on Form 10-Q of O'Reilly;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of O'Reilly as of, and for, the periods presented in this quarterly
report;
4. O'Reilly's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for O'Reilly and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to O'Reilly, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of O'Reilly's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. O'Reilly's other certifying officer and I have disclosed, based on our most
recent evaluation, to O'Reilly's auditors and the audit committee of
O'Reilly's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect O'Reilly's ability to record,
process, summarize and report financial data and have identified for
O'Reilly's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in O'Reilly's internal controls;
and
6. O'Reilly's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 4, 2004 /s/ James R. Batten
-----------------------------------------------------
James R. Batten, Vice President of Finance
and Chief Financial Officer (Principal Financial and
Accounting Officer)
Page 7
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EXHIBIT INDEX
<table>
<caption>
Number Description Page
- ------ ----------- ----
<s> <c> <c>
99.1 Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as 9 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith. 9
99.2 Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as 10 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith. 10
</table>
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<page>
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit 99.1 - CEO Certification
O'REILLY AUTOMOTIVE, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of O'Reilly Automotive, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
E. O'Reilly, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ David E. O'Reilly
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David E. O'Reilly
Chief Executive Officer
June 4, 2004
This certification is made solely for purposes of 18 U.S.C. Section 1350, and
not for any other purpose.
Page 9
<page>
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit 99.2 - CFO Certification
O'REILLY AUTOMOTIVE, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of O'Reilly Automotive, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, James
R. Batten, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ James R. Batten
- ----------------------------------------------
James R. Batten
Chief Financial Officer
June 4, 2004
This certification is made solely for purposes of 18 U.S.C. Section 1350, and
not for any other purpose.
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