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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
BIG O TIRES, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
089324 20 6
(CUSIP Number)
Richard M. Russo, Esq.
GIBSON, DUNN & CRUTCHER
1801 California Street, Suite 4200
Denver, Colorado 80202
(303) 298-5700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
*
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with the statement [].
SEC 1746 (12-91)
* This Amendment No. 9 to the Schedule 13D contains no additional
information and is being filed solely for the purpose of restating the
Schedule 13D and the prior amendments thereto in compliance with
Regulation S-T.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN P. CLOWARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 43,990.655
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,110
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,808
PERSON 10 SHARED DISPOSITIVE POWER
WITH 57,730.655
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,339.655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9467%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN BRADLEY ADAMS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 19,877.5024
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,311
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,824
PERSON 10 SHARED DISPOSITIVE POWER
WITH 13,636.5024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,164.5024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1181%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RON LAUTZENHEISER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,566.3312
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,744.00
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,566.3312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,310.33
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.70%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DENNIS JAMES FRYER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,367.9306
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,636.9306
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,367.9306
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1925%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALLEN ERIC JONES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,783.2808
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,067.2808
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,099.2808
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3350%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KELLEY AMANDA O'REILLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,772.2658
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 682.9063
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,772.2658
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1140%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREGORY L. ROQUET
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,853.1304
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,767.6782
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,537.1304
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2879%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS LEE STAKER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,471.571
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 300
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,152.571
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3368%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP JOSEPH TEIGEN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,519.843
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,154.3372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,193.843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2173%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRUCE HARRELSON WARE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,081.0814
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 400
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,917.0814
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,067.0814
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3642%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRADLEY RUSSELL FINDLAY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 237
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.01288%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 089324 20 6 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIG O TIRE DEALERS OF AMERICA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 9 to the Schedule 13D filed on December 12, 1994 (the
"Schedule 13D") relates to the shares of common stock, $.10 par value per
share ("Shares"), of Big O Tires, Inc., a Nevada corporation ("Big O"),
and is being filed by the following parties (collectively, the "Reporting
Persons"):
Big O Tire Dealers of America
Members of Management
John B. Adams
Steven P. Cloward
Dennis J. Fryer
Allen E. Jones
Kelly A. O'Reilly
Gregory L. Roquet
Thomas L. Staker
Philip J. Teigen
Bruce H. Ware
Brad Findlay
Ron Lautzenheiser
The principal executive offices of Big O are located at 11755 East Peakview
Avenue, Englewood, Colorado 80111.
This Amendment No. 9 to the Schedule 13D contains no
additional information and is being filed solely for the purpose of
restating the Schedule 13D and the prior amendments thereto in
compliance with Regulation S-T.
ITEM 2. IDENTITY AND BACKGROUND
(a) The Schedule 13D and Amendment No. 1 thereto were filed
on behalf of certain members of Big O's management and certain owners
of Big O dealerships. Amendment No. 2 was filed on behalf of the
Reporting Persons because the constituency of the original reporting
persons changed due to the facts that: (1) David D. Dwyer who was
covered by the Schedule 13D and Amendment No. 1 thereto was no longer
a member of the management of Big O; (ii) Ron Lautzenheiser joined the
management of Big O after Amendment No. 1 was filed; and (iii) the
individual dealers named in the original Schedule 13D became members
of the newly formed Big O Tire Dealers of America which acted for
all such dealers in the investigation and formulation of any proposal to
acquire Big O.
As disclosed in Amendment 2, on February 7, 1995, Big O Tire Dealers of
America, a California non-profit mutual benefit corporation ("BOTA"), was
formed. BOTA was formed to provide the dealers with a body which could
represent them in their efforts to achieve their shared goals involved
in owning a Big O dealership, including, without limitation, the
possibility of returning Big O to its original position as a private company.
On February 14, 1995, BOTA was duly authorized by its members, the
franchised Big O dealers, to investigate and evaluate the viability of an
acquisition of Big O. BOTA is not authorized to enter into any agreements on
behalf of its members relating to the common stock of Big O. Approval of any
such agreement shall be made by the franchised Big O dealers and a new entity
would need to be formed in connection therewith.
The following are the directors and officers of BOTA:
P. Tom Staker
Guido Bertoli
Bryan Edwards
Wesley Stephenson
Ken Little
Scott Klossner
Ken Roetto
Louis Martinez
Mike Lyons
(b) The business address of BOTA and all of its directors
and officers is c/o Richard P. Waxman, Esq., Wendel, Rosen, Black &
Dean, 1111 Broadway, 24th Floor, Oakland, California 94604. The
business address of all Reporting Persons listed under the heading
"Members of Management" is 11755 East Peakview Avenue, Englewood,
Colorado, 80111.
(c) In addition to the principal occupations disclosed in the Schedule
13D, Mr. Lautzenheiser is the Vice President of Business Development of Big O.
The directors and officers of BOTA are owners of franchised Big O dealerships.
(d) None of the Reporting Persons or the directors and officers of BOTA
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or the directors and officers of BOTA
has, during the last five years, been a party to a civil proceeding or subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) All of the Reporting Persons and the directors and officers of BOTA
are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons and the directors and officers of BOTA have
acquired beneficial ownership of the BIG O Shares they currently hold through
the purchase of shares in the open market with their personal assets and
through the Big O Tires, Inc. Employee Stock Ownership Plan ("ESOP"),
the Big O Tires, Inc. Long Term Incentive Plan, and the Big O Tires, Inc.
Director and Employee Stock Option Plan.
The aggregate estimated amount of funds required by the Reporting Persons to
purchase all of the outstanding Shares pursuant to the proposal described in
Item 4 and to replace certain borrowing arrangements now in place at Big O is
approximately $77 million. It is estimated that the great majority of these
funds will be borrowed. Although no definitive arrangements have been
reached, the Reporting Persons have engaged in discussions with specific
financing sources and believe that commitments for financing could be in place
within approximately twenty days after the execution of the definitive merger
agreement described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION
As previously disclosed, the Reporting Persons and the directors and officers
of BOTA each acquired the Shares reported herein at various times in the past
solely for the purpose of investment. Each such person retains the absolute
right to vote his Shares as he individually determines.
As disclosed in the Schedule 13D, on December 2, 1994, certain members of Big
O's management and certain Big O dealers (the "Original Offerors") submitted
an offer to Big O to acquire all of the outstanding Shares not owned by them
for $18.50 per share in a cash merger (the "Acquisition Proposal"). The
Acquisition Proposal was subject to a number of conditions including the
Original Offerors' ability to obtain the necessary financing. Although the
Acquisition Proposal expired by its terms on December 5, 1994, the Original
Offerors continued to negotiate with the independent Directors of Big O with
respect to an acquisition of Big O on the terms set forth in the Acquisition
Proposal.
As disclosed in Amendment No. 1 to the Schedule 13D, on February 7, 1995, the
Original Offerors determined not to continue negotiations with the Investment
Committee of the Board of Directors of Big O (the "Investment Committee") in
light of the difficulties they had experienced in obtaining commitments for
elements of the financing necessary to consummate the acquisition and the
resulting inability of the representatives of the dealers and management to
reach mutual understandings on certain fundamental issues relating to the
acquisition. The Original Offerors who were members of Big O's management
continued to be interested in consummating a purchase of Big O on terms
mutually agreeable to the Big O franchised dealers, management, shareholders
and independent Directors and separately and independently continued to pursue
such a possible transaction to the extent it appeared possible that a
satisfactory definitive agreement among those parties could be achieved and
that financing for such a transaction could be secured. The Original Offerors
who were franchised Big O dealers also remained interested in consummating a
purchase of Big O on such terms and separately and independently continued
their efforts to the extent they believed such a transaction remained viable.
As disclosed in Amendment No. 2 to the Schedule 13D, on March 2 and 3, 1995,
the representatives of the Reporting Persons met and evaluated the possibility
of reopening negotiations with the Investment Committee regarding the
acquisition of all of the outstanding Shares. The Reporting Persons
determined to contact the Investment Committee regarding such negotiations.
The Reporting Persons believed that if an agreement was to be reached
regarding such a transaction, the price per share of Shares of Big O would
have to be below the price of $18.50 per share previously discussed.
As disclosed in Amendment No. 4 to the Schedule 13D, on April 6, 1995, the
representatives of the Reporting Persons submitted an offer to Big O to
acquire all of the outstanding shares of common stock of Big O not owned by
them for $16.00 per share in a cash merger (the "$16 Proposal"). The $16
Proposal was subject to a number of conditions including the ability of the
Reporting Persons to obtain the necessary financing, the participation of a
minimum number of Big O dealers and a minimum number of participants in Big
O's ESOP, and the execution of a definitive merger agreement. The $16
Proposal expired on April 13, 1995.
As disclosed in Amendment No. 5 to the Schedule 13D, BOTA has continued to
discuss with Mr. Kenneth Pavia the possibility of acquiring the Shares owned
or controlled by Mr. Pavia at the purchase price of $16.00 per share and
reimbursing Mr. Pavia for the amount of the actual costs and expenses incurred
by Mr. Pavia or entities controlled by him in connection with all matters
pertaining to the shareholder proposal submitted by Mr. Pavia to Big O on
December 21, 1993, proposing that the shareholders of Big O recommend that the
Board of Directors of Big O engage the services of a nationally recognized
investment banker to explore all alternatives to enhance the value of Big O;
provided that, the expense and cost reimbursement shall not exceed $625,000.
Such sale, if any, would be for cash, securities or some combination thereof,
and would be on terms and conditions agreed upon by the parties. It was
anticipated that any such acquisition would be pursuant to and contingent
upon, among other things, the completion of the acquisition of Big O.
As disclosed in Amendment No. 5 to the Schedule 13D, on May 30, 1995, certain
of the Reporting Persons mailed proxy materials regarding two precatory
proposals which those Reporting Persons intended to bring before the annual
meeting of the Big O's shareholders on June 7, 1995 (the "Proxy Materials").
The Proxy Materials were sent to only ten (10) of Big O's larger shareholders
(including Mr. Pavia) and no general solicitation of proxies was made by the
Reporting Persons. Because so few shareholders were to be contacted, the
Reporting Persons did not anticipate that their proposals would be approved by
a majority of the outstanding shares. However, this limited inquiry was
conducted in an attempt to demonstrate to the Investment Committee that
shareholder support exists for the proposals. The proposals in the Proxy
Materials relate to recommending to the Board of Directors that the Board of
Directors: (1) eliminate Big O's shareholder rights plan, and (2) commence
the good faith consideration of the $16 Proposal. At that time, BOTA had been
informed that Mr. Pavia supported the proposals.
As disclosed in Amendment No. 6 to the Schedule 13D, on June 2, 1995,
following extensive negotiations with the Investment Committee, the
representatives of the Reporting Persons submitted an offer to Big O to
acquire all of the outstanding shares of common stock of Big O not
owned by them for $16.50 per share in a cash merger (the "Merger Proposal").
The Merger Proposal was subject to a number of conditions including the
ability of the Reporting Persons to obtain the necessary financing, the
participation of a minimum number of Big O dealers, the participation of a
minimum number of participants in Big O's ESOP, and the execution of a
definitive merger agreement. The Merger Proposal was to expire on June 7,
1995.
As disclosed in Amendment No. 7 to the Schedule 13D, on June 7, 1995, the
representatives of the Reporting Persons and Big O executed a letter agreement
(the "Letter Agreement") in which Big O accepted the Reporting Persons' offer
to acquire all of the outstanding shares of common stock of Big O not owned by
them for $16.50 per share in a cash merger. The Letter Agreement further
provided, among other things, for the reimbursement of certain expenses of the
Reporting Persons in their efforts to consummate the merger and the
indemnification of the Reporting Persons and others. The reimbursement of
expenses above a certain level was contingent upon certain dealers extending
the length of their franchise agreements with Big O. The Letter Agreement was
subject to a number of conditions including the ability of the Reporting
Persons to obtain the necessary financing, the participation of a minimum
number of Big O dealers, the participation of a minimum number of the shares
owned by participants in Big O's ESOP, and the execution of a definitive
merger agreement.
As disclosed in Amendment No. 8 to the Schedule 13D, on July 24, 1995, BOTI
Holdings, Inc., a company owned by certain of the Reporting Persons, BOTI
Acquisition Corp., a wholly owned subsidiary of BOTI Holdings, Inc., and Big O
entered into an Agreement and Plan of Merger (the "Agreement"). The Agreement
provides for the acquisition of all outstanding shares of common stock of Big
O not owned by the Reporting Persons for $16.50 per share in a cash merger.
The Agreement is subject to a number of conditions including the ability of
the Reporting Persons to obtain the necessary financing, the participation of
a minimum number of Big O dealers and the participation of holders of a
minimum number of Shares held by Big O's ESOP.
Except as set forth above, the Reporting Persons have no plans or proposals
which relate to Items 4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The Reporting Persons, as disclosed in the Schedule 13D, were the
beneficial owners of the following shares of common stock of Big O:
Reporting Persons Beneficial Shares % of Class
Steven P. Cloward 98,339.655 2.9467%
John B. Adams 37,164.5024 1.1181%
David D. Dwyer 13,137.494 .3967%
Dennis J. Fryer 6,367.9306 .1925%
Allen E. Jones 11,099.2808 .3350%
Kelley A. O'Reilly 3,772.2658 .1140%
Gregory L. Roquet 9,537.1304 .2879%
Thomas L. Staker 11,152.571 .3368%
Philip J. Teigen 7,193.843 .2173%
Bruce H. Ware 12,067.0814 .3642%
Brad Findlay 426 .01288%
Richard K. Miller 180 .0052%
Wesley Stephenson 50 .0015%
William H. Spencer 5,580 .1687%
Patrick T. Staker 87 .0026%
Guido Bertoli 3,800 .1149%
(b) The Reporting Persons have the following sole voting and
dispositive power and shared voting and dispositive power with respect to the
common stock beneficially owned by each Reporting Person:
Sole Shared Voting Power
Reporting Voting Voting
Persons Power Power
Steven P. Cloward 43,990.655 25,110
John B. Adams 19,877.5024 1,311
David D. Dwyer 9,578.494 0
Dennis J. Fryer 6,367.9306 0
Allen E. Jones 5,783.2808 0
Kelley A. O'Reilly 3,772.2658 0
Gregory L. Roquet 4,853.1304 0
Thomas L. Staker 7,471.571 0
Philip J. Teigen 4,519.843 0
Bruce H. Ware 7,081.0814 0
Brad Findlay 237 0
Wesley Stephenson 50 0
Richard K. Miller 180 0
William H. Spencer 5,580 0
Patrick T. Staker 87 0
Guido Bertoli 3,800 0
Sole Shared
Reporting Dispositive Dispositive
Persons Power Power **
Steven P. Cloward 2,808 57,730.655
John B. Adams 1,824 13,636.5024
David D. Dwyer 0 6,400.494
Dennis J. Fryer 15 4,636.9306
Allen E. Jones 0 4,067.2808
Kelley A. O'Reilly 0 682.9063
Gregory L. Roquet 0 1,767.6782
Thomas L. Staker 300 0
Philip J. Teigen 0 1,154.3372
Bruce H. Ware 400 4,917.0814
Brad Findlay 0 0
Wesley Stephenson 50 0
Richard K. Miller 180 0
William H. Spencer 5,580 0
Patrick T. Staker 0 0
Guido Bertoli 3,800 0
** The Shares included under Shared Dispositive Power may include vested
shares in the ESOP over which the Reporting Person will have such dispositive
power upon the termination of such Reporting Person's employment with Big O.
Except as set forth in Exhibit C to the Schedule 13D, no
transactions in Shares were effected during the 60 days prior to the filing of
the Schedule 13D or each amendment thereto by the Reporting Persons.
(d) The Administrative Committee of the ESOP has the right to receive
and power to invest dividends received from the Shares held in the ESOP.
Except as stated herein, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds of sale
of, any securities beneficially owned by the Reporting Persons.
(e) Not applicable.
In Amendment No. 2 to the Schedule 13D, and in addition to the
information provided in the Schedule 13D, the following information was
provided with respect to the directors and officers of BOTA and Ron
Lautzenheiser:
(a) Mr. Lautzenheiser and the directors and officers of BOTA are the
beneficial owners of the following shares of common stock of Big O:
Name Beneficial Shares % of Class
Wesley Stephenson 50 .0015%
Patrick T. Staker 87 .0026%
Guido Bertoli 3,800 .1149%
Bryan Edwards 102 .0031%
Ken Little 943 .0285%
Scott Klossner 52 .0016%
Ken Roetto 143 .0043%
Louis Martinez 700 .0212%
Mike Lyons 1,092 .0330%
Ron Lautzenheiser 23,310.33 .7048%
(b) Mr. Lautzenheiser and the directors and officers of BOTA have the
following sole voting and dispositive power and shared voting and dispositive
power with respect to the shares beneficially owned by each such director:
Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Name Power Power Power Power
Wesley Stephenson 50 0 5 0
Patrick T. Staker 87 0 0
Guido Bertoli 3,800 0 3,80 0
Bryan Edwards 102 0 10 0
Ken Little 943 0 94 0
Scott Klossner 52 0 5 0
Ken Roetto 143 0 14 0
Louis Martinez 700 0 70 0
Mike Lyons 1,092 0 1,09 0
Ron Lautzenheiser 4,200 6,566 1674 6,566
(c) As of the date of Amendment No. 2 to the Schedule 13D, no
transactions in Shares had been effected during the past 60 days by the
Reporting Persons or the directors and officers of BOTA.
(d) The Administrative Committee of the ESOP has the right to receive
and power to invest dividends received from the Shares held in the ESOP.
Except as stated herein, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds of sale
of, any securities beneficially owned by the Reporting Persons or the
directors of BOTA.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As disclosed in Amendment No. 3 to the Schedule 13D, on March 17, 1995, BOTA
entered into a confidentiality agreement with Mr. Pavia, who beneficially owns
9.2% of the outstanding Shares. The confidentiality agreement does not relate
to securities of the issuer, and specifically does not relate to transfer or
voting of any securities, loan or option arrangements, or the giving or
withholding of proxies, but may lead to such an agreement. In particular,
BOTA intended to discuss with Mr. Pavia the possibility of acquiring the
Shares owned or controlled by Mr. Pavia on terms to be mutually agreed between
the parties. It was anticipated that any such acquisition would be contingent
upon, among other things, the completion of the acquisition of Big O. In
Amendment No. 3 to the Schedule 13D, BOTA disclosed that it might approach
other significant shareholders and propose agreements concerning the Shares
held by such shareholders and, in that context, might enter into similar
confidentiality agreements with such other parties.
As disclosed in Amendment No. 5 to the Schedule 13D, certain of the Reporting
Persons sent Proxy Materials to a small group of shareholders (including Mr.
Pavia). However, at that time no proxies had yet been granted to any of the
Reporting Persons, nor did any other understandings exist with respect to the
voting of the Shares, although BOTA was informed that Mr. Pavia supports the
proposals. Due to the execution of the Letter Agreement (as defined above),
the proposals included in the Proxy Materials were not introduced at the
annual meeting of Big O's shareholders.
As described above in Item 4, the Reporting Persons have entered into the
Agreement regarding the acquisition of all of the outstanding shares of common
stock of Big O not owned by them for $16.50 per share in a cash merger subject
to the conditions described above.
Except as disclosed above, no contract, arrangement, understanding, or
relationship (legal or otherwise) exists among the Reporting Persons or
between any Reporting Person and any other person with respect to any
securities of Big O, the transfer or voting of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. EXHIBITS
EA952090.047/6+
SIGNATURE
After reasonable 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.
Date: August 2, 1995 /s/ Steven P. Cloward
Steven P. Cloward
Date: August 2, 1995 /s/ John B. Adams
John B. Adams
Date: August 2, 1995 /s/ Ron Lautzenheiser
Ron Lautzenheiser
Date: August 2, 1995 /s/ Dennis J. Fryer
Dennis J. Fryer
Date: August 2, 1995 /s/ Allen E. Jones
Allen E. Jones
Date: August 2, 1995 /s/ Kelley A. O'Reilly
Kelley A. O'Reilly
Date: August 2, 1995 /s/ Gregory L. Roquet
Gregory L. Roquet
Date: August 2, 1995 /s/ Thomas L. Staker
Thomas L. Staker
Date: August 2, 1995 /s/ Philip J. Teigen
Philip J. Teigen
Date: August 2, 1995 /s/ Bruce H. Ware
Bruce H. Ware
Date: August 2, 1995 /s/ Brad Findlay
Brad Findlay
Date: August 2, 1995 /s/ Wes Stephenson
Wes Stephenson,
President of BOTA
