SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) OCTOBER 18, 1995
(OCTOBER 15, 1995)
BIG O TIRES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 1-8833 87-0392481
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File No.) Identification No.)
11755 EAST PEAKVIEW AVENUE, ENGLEWOOD, COLORADO 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (303) 790-2800
4 Total Pages
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ITEM 5. OTHER EVENTS.
On October 15, 1995, the Company received notice from BOTI Holdings, Inc. and
BOTI Acquisition Corp. ("Purchaser") that the Purchaser has elected to waive
the contingency in the Agreement and Plan of Merger dated July 24, 1995
("Merger Agreement"), that requires participation in the acquisition by the
Company's dealers owning not less than 85% of the franchised Big O Tires
stores as of the date of the Merger Agreement. The Purchaser advised the
Company that dealers owning 82% of the Company's franchised tire stores, as of
the date of the Merger Agreement, have elected to participate indirectly in
the acquisition of the Company. The Purchaser advised the Company that while
82% is less than the percentage specified in the Merger Agreement, such
percentage is sufficient to enable the Purchaser to proceed with satisfying
other conditions of closing in the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(10.1) Letter dated October 15, 1995, from BOTI Acquisition Corp. and BOTI
Holdings, Inc., to Big O Tires, Inc.
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 hereunto duly authorized:
Date: October 18, 1995
BIG O TIRES, INC.
By: /s/ Philip J. Teigen
Philip J. Teigen
General Counsel and Secretary
Exhibit 10.1 to the Current Report
on Form 8-K, dated October 16, 1995
BOTI HOLDINGS, INC.
11775 East Peakview Avenue
Englewood, Colorado 80111
Telephone: (303) 790-2800
Facsimile: (303) 790-0225
VIA FACSIMILE - HAND DELIVERED TO BIG O - REGULAR MAIL TO OTHERS
October 15, 1995
Horst K. Mehlfeldt, Vice Chairman
Big O Tires, Inc.
11755 East Peakview Avenue
Englewood, Colorado 80111
Via Facsimile: (303) 790-0225
With Copies To:
W. Dean Salter, Esq.
Holme Roberts & Owen
1700 Lincoln - Suite 4100
Denver, Colorado 80203
Via Facsimile: (303) 526-1360
Thomas S. Smith, Esq.
Hopper & Kanouff
1610 Wynkoop Street - Suite 200
Denver, Colorado 80202
Via Facsimile (303) 892-0457
Re: Agreement and Plan of Merger, dated July 24, 1995 ("Merger Agreement");
those certain Letter Agreements dated August 31, 1995 and October 2,
1995 ("Letter Agreements")
Dear Horst:
The undersigned, on behalf of BOTI Holdings, Inc. and BOTI Acquisition Corp.
("Purchaser") hereby submits this notice to you on behalf of Big O Tires, Inc.
("Company"), pursuant to the terms of the Merger Agreement, specifically,
Sections 6.2 (h), 7.1(f) and 8.2 thereof, and the Letter Agreements thereby
changing the date of Purchaser's required satisfaction or waiver of the
contingency set forth in Section 6.2(h) of the Merger Agreement to a date
prior to October 16, 1995.
By this letter, the Company is hereby notified that Dealers (as such term is
defined in the Merger Agreement) representing approximately 82% of the
Company's franchised tires stores as of the date of the Merger Agreement have
elected to participate indirectly in the acquisition of the Company. While
this percentage is less than the percentage specified in Section 6.2(h) of the
Merger Agreement, such percentage is sufficient to enable Purchaser to proceed
ahead to satisfy the other conditions of close as specified in the Merger
Agreement; and Purchaser therefore and hereby waives the contingency set forth
in Section 6.2(h) pursuant to the requirements of Section 7.1 (f) thereof.
We shall look forward to the Company and the Purchaser continuing to work
together towards the consummation of the merger contemplated by the terms of
the Merger Agreement.
Yours very truly,
BOTI HOLDINGS, INC.
BOTI ACQUISITION CORP.
By: /s/ Steven P. Cloward
Steven P. Cloward, President
By: /s/ Wesley E. Stephenson
Wesley E. Stephenson, Director
