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 4, 1995 (OCTOBER
2, 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
3 Total Pages
ITEM 5. OTHER EVENTS.
On October 2, 1995, the Company agreed to a request made by the group that
plans to acquire the Company (the "Acquisition Group") to extend until October
16, 1995, the date on which the Company or the Acquisition Group may terminate
the Agreement and Plan of Merger dated July 24, 1995, if prior to October 16,
1995, the Acquisition Group has not satisfied or waived the contingency in the
Agreement and Plan of Merger that requires participation in the Acquisition
Group by the Company's dealers owning not less than 85% of the franchised Big
O Tire stores ("Dealer Participation Contingency"). As a part of the
agreement, the Acquisition Group agreed that the Company will agree to no
further changes to Section 7.1(f) of the Agreement and Plan of Merger and the
Company can delay incurring additional expenditures with respect to its proxy
statement until the Company has been advised that the Dealer Participation
Contingency has been satisfied or waived.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(10.1) Letter Agreement dated October 2, 1995, by and among Big O Tires,
Inc., BOTI Acquisition Corp., and BOTI Holdings, 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 4, 1995
BIG O TIRES, INC.
By: /s/ Philip J. Teigen
General Counsel and Secretary
Exhibit 10.1 to Form 8-K
Dated October 2, 1995
October 2, 1995
BOTI Acquisition Corp.
BOTI Holdings, Inc.
11755 East Peakview Avenue
Englewood, Colorado 80111
ATTENTION: Steven P. Cloward
Gentlemen:
We refer to the Agreement and Plan of Merger ("Merger Agreement") dated
as of July 24, 1995, between you and the undersigned. You have requested that
the date in Section 7.1(f) of the Merger Agreement that was previously changed
to October 2, 1995, now be changed to October 16, 1995.
The Investment Committee and the Board of Directors of the Company, on
behalf of the Company, have approved that request on the conditions that you
understand that the Company will agree to no further changes to Section 7.1(f)
and that you again agree that the Company will delay incurring additional
expenditures with respect to its proxy statement until the Company has been
advised that you have satisfied or waived the condition in Section 6.2(h).
Such delay shall be considered to be consistent with our responsibilities
under Section 1.8 and Section 5.1 of the Merger Agreement.
Please sign your acceptance below.
Yours very truly,
BIG O TIRES, INC.
By: /s/ John E. Siipola
John E. Siipola, Chairman
ACCEPTED:
BOTI Acquisition Corp. BOTI Holdings, Inc.
By: /s/ Steven P. Cloward By: /s/ Steven P. Cloward
Steven P. Cloward, President Steven P. Cloward, President
