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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
TREADCO, INC.
(NAME OF THE ISSUER)
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ARKANSAS BEST CORPORATION
TREADCO ACQUISITION CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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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
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INTRODUCTION
Arkansas Best Corporation, a Delaware corporation ("Parent"), hereby
amends and supplements its 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 (d)(1) and (d)(2) hereto, respectively, and 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 the Offer to Purchase and the Schedule 14D-1.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1 of
the information required to be included in response to the items of this
Statement. The information in the Schedule 14D-1, including all exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item to this Statement are qualified in their entirety by the provisions
of the Schedule 14D-1. All cross references in this Statement, other than cross
references to the Schedule 14D-1, are to the Offer to Purchase.
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CROSS REFERENCE SHEET
TO
SCHEDULE 14D-1
ITEM OF
ITEM AND CAPTION OF SCHEDULE 14D-1 SCHEDULE 14D-1
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1. Issuer and Class of Security Subject to the Transaction
(a)............................................................................... 1(a)
(b)............................................................................... 1(b)
(c)............................................................................... 1(c)
(d)-(f)........................................................................... *
2. Identity and Background
(a)............................................................................... 2(a)
(b)............................................................................... 2(b)
(c)............................................................................... 2(c)
(d)............................................................................... 2(d)
(e)............................................................................... 2(e)
(f)............................................................................... 2(f)
(g)............................................................................... 2(g)
3. Past Contacts, Transactions or Negotiations
(a)............................................................................... 3(a)
(b)............................................................................... 3(b)
4. Terms of the Transaction
(a)............................................................................... 10(f)
(b)............................................................................... *
5. Plans or Proposals of the Issuer or Affiliate
(a)............................................................................... 5(a)
(b)............................................................................... 5(b)
(c)............................................................................... 5(c)
(d)............................................................................... 5(d)
(e)............................................................................... 5(e)
(f)............................................................................... 5(g)
(g)............................................................................... *
6. Source and Amounts of Funds or Other Consideration
(a)............................................................................... 4(a)
(b)............................................................................... *
(c)............................................................................... 4(b)
(d)............................................................................... 4(c)
7. Purpose(s), Alternatives, Reasons and Effects
(a)............................................................................... 5(f)
(b)-(c)........................................................................... *
(d)............................................................................... 10(f)
8. Fairness of the Transaction
(a)-(f)........................................................................... *
9. Reports, Opinions, Appraisals and Certain Negotiations
(a)............................................................................... 10(f)
(b)............................................................................... 10(f)
(c)............................................................................... *
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10. Interest in Securities of the Issuer
(a)............................................................................... 6(a)
(b)............................................................................... 6(b)
11. Contracts, Arrangements or Understandings With Respect to
the Issuer's Securities........................................................... 7
12. Present Intention and Recommendation of Certain Persons
With Regard to the Transaction
(a)-(b)........................................................................... *
13. Other Provisions of the Transaction
(a)-(c)........................................................................... *
14. Financial Information
(a)-(b)........................................................................... *
15. Persons and Assets Employed, Retained or Utilized
(a)............................................................................... *
(b)............................................................................... 8
16. Additional Information............................................................ 10
17. Material to be Filed as Exhibits.................................................. 11
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* The item is not required by Schedule 14D-1, is inapplicable or is answered
in the negative.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) Item 4(a) is hereby amended by the following:
The information incorporated by reference from the first
paragraph of "THE TENDER OFFER --Certain Conditions of the
Offer" of the Offer to Purchase, filed as Exhibit (d)(1), is
amended by deleting such information and substituting
therefore:
Notwithstanding any other provisions of the
Offer, Parent shall not be required to accept for
payment or pay for and may delay the acceptance for
payment of, or the payment for, any Shares, and may
terminate the Offer and not accept for payment or pay
for any Shares, if (i) immediately prior to the
expiration of the Offer (as it may be extended in
accordance with the Offer), the Minimum Condition
shall not have been satisfied, (ii) any applicable
waiting period under the HSR Act shall not have
expired or been terminated prior to the expiration of
the Offer; (iii) any required consent, permit or
authorization from any regulatory or governmental
authority has not been obtained prior to the
Expiration Date; or (iv) at any time prior to the
Expiration Date, Parent makes a determination (which
shall be made in good faith) that any of the
following conditions exist:
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) Item 7(a) is hereby amended by the following:
The information incorporated by reference from the third
paragraph under "SPECIAL FACTORS --Purpose and Structure of
the Transaction" of the Offer to Purchase, filed as Exhibit
(d)(1), is amended by deleting such information and
substituting therefore:
The present requirements to maintain the listing of
the Shares on the Nasdaq National Market and
registration of the Shares under the Exchange Act,
coupled with the Company's status as a public
company, impose on the Company direct and indirect
compliance costs. Compliance with such ongoing
requirements imposes an administrative burden on the
Company, resulting in the diversion of management
time and resources.
The Parent's management estimates that the following
compliance, public company-related, and other costs
would be eliminated after consummation of the
Transaction:
Directors insurance and fees $200,000
Annual public reporting expenses $167,500
Higher interest rate cost $ 60,000
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Total pre-tax savings of the above items $427,500
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After-tax savings $261,203
State tax savings $ 35,741
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Total after-tax savings including state tax savings $296,943
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After-tax savings from goodwill reductions $462,000
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Total savings $758,943
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(d) Item 7(d) is hereby amended by the following:
The disclaimer that reads: "NONE OF THE COMPANY OR PARENT OR
THEIR RESPECTIVE ADVISORS ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OF THE PROJECTIONS," which is incorporated by
reference from the fourth sentence of the second paragraph of
"SPECIAL FACTORS -- Certain Projections" of the Offer to
Purchase, filed as Exhibit (d)(1), is amended by deleting such
information.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Item 9(a) is hereby amended and supplemented by deleting the
sixth and seventh paragraphs of "SPECIAL FACTORS -- Background
of the Offer and the Merger" of the Offer to Purchase, filed
as Exhibit (d)(1), and substituting therefore:
In November 1998, Morgan Stanley began
reviewing with Parent its options with respect to the
Company. Representatives of Morgan Stanley made a
presentation regarding these alternatives to Parent's
Board of Directors at its regular meeting on December
10, 1998. Morgan Stanley, among other things,
presented an historical overview of the Company,
discussed its financial condition and results of
operations, reviewed the stock's liquidity,
identified the Company's research coverage, and
discussed the Company's possible strategic value to
Parent. Morgan Stanley reviewed the following
strategic alternatives with Parent's Board of
Directors: (i) Parent continuing to hold its 49%
interest in the Company, (ii) sale of 100% of the
Company, and (iii) a Parent repurchase of the
remaining Company interest held by the public with a
potential strategic sale in the future. Morgan
Stanley also reviewed certain considerations such as
tax considerations, the Bandag settlement, the
revenue and earnings of the business, other potential
strategic buyers, estimated strategic value, cost
savings associated with having the Company as a
wholly-owned subsidiary of Parent, and the long-term
strategic fit with Parent. In addition, Morgan
Stanley reviewed the process, timelines and potential
after-tax proceeds associated with either a
repurchase of shares or an immediate sale of the
Company. Morgan Stanley also discussed other
potential economic benefits to Parent associated with
repurchasing the Company.
Morgan Stanley was not requested to, and
did not, render a financial opinion regarding the
fairness of the consideration in the Offer and the
Merger. In addition, Morgan Stanley was not requested
to, and did not, solicit third party indications of
interest with respect to Parent's interest in the
Company. See "THE TENDER OFFER - Fees and Expenses"
for a description of Parent's fee arrangements with
Morgan Stanley in connection with the Offer and the
Merger.
Item 9(a) is also hereby amended and supplemented by reference
to the Morgan Stanley Dean Witter presentation to Parent's
Board of Directors on December 10, 1998, which is attached as
Exhibit (b)(2) hereto; by reference to the Stephens
presentation to the Special Committee on March 15, 1999, which
is attached as Exhibit (b)(3) hereto; and by reference to
Parent's letter to the Special Committee which was delivered
to Stephens on March 15, 1999 which is attached as Exhibit
(b)(4) hereto.
(b) Item 9(b) is hereby amended by the following:
The disclosure that reads: "Because such analyses are
inherently subject to uncertainty, none of the Company, Parent
or Stephens or any other person assumes responsibility if
future events do not conform to the judgments reflected in the
opinion of Stephens," which is incorporated by reference from
the last sentence of the second paragraph of "SPECIAL FACTORS
-- Opinion of Financial Advisor" of the Offer to Purchase,
filed as Exhibit (d)(1), is amended by deleting such
information and substituting therefore:
"Such analyses are inherently subject to uncertainty
and actual results could differ significantly from
current expectations due to a number of factors,
including general economic conditions; competitive
initiatives and pricing pressures; labor relations;
costs of raw material; availability and cost of
capital; shifts in market demand; weather conditions;
the performance and needs of industries served by the
Company's businesses; actual future costs of
operating expenses; self-insurance claims and
employee wages and benefits; actual costs of
continuing investments in technology; and the timing
and amount of capital expenditures."
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ITEM 14. FINANCIAL INFORMATION
(a) On April 14, 1999, the Company issued a press release regarding the
1999 first quarter operating results, a copy of which is attached
hereto as Exhibit (d)(7) and incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT ITEM
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(a)(1) $250,000,000 Credit Agreement dated as of June 12, 1998 among Parent
and Societe Generale, Southwest Agency, as Administrative Agent and
Bank of America National Trust Savings Association and Wells Fargo
Bank (Texas), N.A., as Co-Documentation Agents.
(b)(1) Opinion of Stephens Inc. included as ANNEX A to the Offer to Purchase
as Exhibit (d)(1) hereto.
(b)(2) Morgan Stanley Dean Witter presentation to Parent's Board of
Directors on December 10, 1998.
(b)(3) Stephens Inc. presentation to the Special Committee on March 15, 1999.
(b)(4) Parent's letter of March 15, 1999 to the Special Committee.
(c)(1) Agreement and Plan of Merger dated as of March 15, 1999 among Parent,
Newco and the Company included as ANNEX B to the Offer to Purchase as
Exhibit (d)(1) hereto.
(c)(2) Support Agreement dated as of January 22, 1999 between Parent and
Shapiro Capital Management Company, Inc.
(d)(1) Offer to Purchase.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(d)(5) Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Form W-9.
(d)(7) Press Release of the Company dated April 14, 1999.
(e) Section 262 of the Delaware General Corporation Law included as ANNEX
E to the Offer to Purchase as Exhibit (d)(1) hereto.
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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 20, 1999
ARKANSAS BEST CORPORATION
By: /s/ DAVID E. LOEFFLER
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Name: David E. Loeffler
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Title: Vice President and Chief Financial
Officer
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TREADCO ACQUISITION CORPORATION
By: /s/ DAVID E. LOEFFLER
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Name: David E. Loeffler
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Title: Vice President
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EXHIBIT INDEX
EXHIBIT ITEM
NUMBER ----
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(a)(1) $250,000,000 Credit Agreement dated as of June 12, 1998 among Parent
and Societe Generale, Southwest Agency, as Administrative Agent and
Bank of America National Trust Savings Association and Wells Fargo
Bank (Texas), N.A., as Co-Documentation Agents.
(b)(1) Opinion of Stephens Inc. included as ANNEX A to the Offer to Purchase
as Exhibit (d)(1) hereto.
(b)(2) Morgan Stanley Dean Witter presentation to Parent's Board of
Directors on December 10, 1998.
(b)(3) Stephens Inc. presentation to the Special Committee on March 15, 1999.
(b)(4) Parent's letter of March 15, 1999 to the Special Committee.
(c)(1) Agreement and Plan of Merger dated as of March 15, 1999 among Parent,
Newco and the Company included as ANNEX B to the Offer to Purchase as
Exhibit (d)(1) hereto.
(c)(2) Support Agreement dated as of January 22, 1999 between Parent and
Shapiro Capital Management Company, Inc.
(d)(1) Offer to Purchase.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(d)(5) Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Form W-9.
(d)(7) Press Release of the Company dated April 14, 1999.
(e) Section 262 of the Delaware General Corporation Law included as ANNEX
E to the Offer to Purchase as Exhibit (d)(1) hereto.
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