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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
TREADCO, INC.
AT
$9.00 NET PER SHARE
BY
ARKANSAS BEST CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 20, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
March 23, 1999
To Brokers, Dealers, Banks,
Trust Companies and Other Nominees:
We are enclosing the materials listed below in connection with the offer by
Arkansas Best Corporation, a Delaware corporation ("Parent"), to purchase all
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 $9.00 per Share, net to the Seller in
cash, without interest, 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 (which, together with any supplements or
amendments thereto, collectively constitute the "Offer").
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to be used by stockholders of the Company
accepting the Offer;
3. The Letter to Stockholders of the Company from the President and
Chief Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such client's instructions with regard to the
Offer;
5. Notice of Guaranteed Delivery;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
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WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 20, 1999, UNLESS EXTENDED.
The Board of Directors of the Company (the "Board"), based, among other
things, on the unanimous recommendation of a special committee of independent
directors of the Board, has, by unanimous vote of all directors, approved the
Offer and the Merger (as defined below) and determined that the Offer and the
Merger, taken together, are fair to, and in the best interests of, the
stockholders of the Company (other than Parent) and recommends that the
stockholders of the Company accept the Offer and tender their Shares pursuant to
the Offer.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of March 15, 1999 (the "Merger Agreement"), among Parent, Treadco Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Parent
("Newco"), and the Company pursuant to which, following the consummation of the
Offer and the satisfaction or waiver of certain conditions, Newco will be merged
with and into the Company, with the Company surviving the merger (as such, the
"Surviving Corporation") as a wholly-owned subsidiary of Parent (the "Merger").
In the Merger, each outstanding Share (other than Shares owned by (i)
Parent, the Company or any direct or indirect subsidiary of Parent or (ii)
stockholders, if any, who are entitled to and who properly exercise dissenters'
rights under Delaware law) will be converted into the right to receive $9.00 per
Share, without interest, as set forth in the Merger Agreement and described in
the Offer to Purchase.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery of
Shares, and any other required documents should be sent to the Depositary and
either Share certificates representing the tendered Shares should be delivered
to the Depositary, or such Shares should be tendered by book-entry transfer into
the Depositary's account maintained at the Book-Entry Transfer Facility (as
described in "THE TENDER OFFER -- Procedure for Tendering Shares" of the Offer
to Purchase), all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share certificates or other required documents on or prior to the
Expiration Date or comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in "THE TENDER OFFER -- Procedure for Tendering Shares" of the Offer
to Purchase.
Parent will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. You will be reimbursed upon request for customary mailing and
handling expenses incurred by you in forwarding the enclosed offering materials
to your customers.
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent at the addresses and telephone numbers set
forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
ARKANSAS BEST CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON THE AGENT OF PARENT, THE DEPOSITARY OR THE INFORMATION AGENT OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM
WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS
CONTAINED THEREIN.
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