<PAGE>
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form .....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13
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, CO 80202 (303) 298-5700
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 13, 1996
------------------------------------------------
(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 Schedule 13D, and is filing
this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 2 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 43,990.655
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 25,110
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
2,808
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 3 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 19,877.5024
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 1,311
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
1,824
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 4 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,200
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 6,566.3312
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
16,744
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 5 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 6,367.9306
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
15
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 6 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,783.2808
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 7 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KELLY 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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,772.2658
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
682.9063
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,722.2658
-------------------------------------------------------------------------
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 8 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,853.1304
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 9 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 7,471.571
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
300
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 10 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,519.843
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 11 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 7,081.0814
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
400
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 12 of 20 Pages
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 00
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 237
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 089324 20 6 Page 13 of 20 Pages
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*
PF AND 00
-------------------------------------------------------------------------
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 ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARES DISPOSITIVE POWER
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 INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 14 of 20
This Amendment No. 13 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 ("BOTDA")
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.
ITEM 4. PURPOSE OF TRANSACTION
As previously disclosed, the Reporting Persons and the directors and
officers of BOTDA 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
<PAGE>
Page 15 of 20
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, BOTDA 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.
<PAGE>
Page 16 of 20
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, BOTDA 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
<PAGE>
Page 17 of 20
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.
As disclosed in Amendment No. 11 to the Schedule 13D, on November 7, 1995,
made a proposal to Mr. Kenneth Pavia to acquire all Shares owned or controlled
by Mr. Pavia, in the form of a Draft Stock Purchase Agreement. The Draft Stock
Purchase Agreement provides for the purchase by BOTDA of all Shares owned or
controlled (directly or indirectly) 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.
These Shares would be purchased by BOTDA for a combination of cash and
promissory notes, in such amounts to be negotiated.
As disclosed in Amendment No. 11 to the Schedule 13D, BOTDA made proposals
to certain other shareholders of the Company to acquire their shares at a price
of $16.50 per share. Any such purchase will be at a price of $16.50 per Share
payable in a combination of cash and promissory notes in such amounts to be
negotiated.
As previously disclosed, the Merger Agreement dated as of July 24, 1995
(the "Agreement"), provides that either party may terminate the Agreement if the
merger has not been completed on or before February 28, 1996 (the "Termination
Date"), or if any of the conditions set forth in Section 6.1 of the Agreement
has not been completed by that date, provided that in either case such a
termination right shall not be available to any party whose failure to fulfill
an obligation under the Agreement has resulted in the failure of the closing of
the Agreement prior to such date.
As disclosed in Amendment No. 13 to the Schedule 13D, as of February 29,
1996, the Proxy Statement (the "Proxy Statement") prepared by Big O and required
for stockholder approval of the merger was filed with the Securities and
Exchange Commission (the "SEC") on November 20, 1995. Since the Company had not
yet resolved all of the SEC's comments on the Proxy Statement, it was unlikely
that the Company would be able to hold the requisite meeting of its stockholders
and close the Agreement in less than 20 days from such date.
<PAGE>
Page 18 of 20
As disclosed in Amendment No. 13 to the Schedule 13D, as of February 29,
1996, although the Company had not attempted to terminate the Agreement, the
Company had announced that it had commenced negotiations with TBC Corp. ("TBC")
regarding a possible acquisition of the Company by TBC. Although BOTI was
willing to continue to pursue its efforts to close the Agreement, given the
Company's negotiations with TBC and the failure of the Agreement to close prior
to the Termination Date, the Reporting Persons stated that no assurance could be
given that the transactions contemplated by the Agreement would be consummated.
On March 13, 1996, the Company delivered a notice to BOTI that the Company
was unilaterally terminating the Agreement. The Company also announced that it
had signed a letter of intent with TBC regarding the acquisition of all of the
outstanding stock of the Company. As a result, the Reporting Persons have no
current plans or proposals which relate to the acquisition of the Shares and
have ceased to act together in any manner with respect thereto.
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 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 disclosed in Amendment No. 8 to the Schedule 13D, the Reporting Persons
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.
<PAGE>
Page 19 of 20
As described above in Item 4, the Agreement entered into by the Reporting
Persons and the Company has been terminated by the Company.
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.
<PAGE>
Page 20 of 20
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: March 19, 1996 /s/ Steven P. Cloward
---------------------
Steven P. Cloward
Date: March 19, 1996 /s/ John B. Adams
-----------------
John B. Adams
Date: March 19, 1996 /s/ Ron Lautzenheiser
---------------------
Ron Lautzenheiser
Date: March 19, 1996 /s/ Dennis J. Fryer
-------------------
Dennis J. Fryer
Date: March 19, 1996 /s/ Allen E. Jones
------------------
Allen E. Jones
Date: March 19, 1996 /s/ Kelley A. O'Reilly
----------------------
Kelley A. O'Reilly
Date: March 19, 1996 /s/ Gregory L. Roquet
---------------------
Gregory L. Roquet
Date: March 19, 1996 /s/ Thomas L. Staker
--------------------
Thomas L. Staker
Date: March 19, 1996 /s/ Philip J. Teigen
--------------------
Philip J. Teigen
Date: March 19, 1996 /s/ Bruce H. Ware
-----------------
Bruce H. Ware
Date: March 19, 1996 /s/ Brad Findlay
----------------
Brad Findlay
Date: March 19, 1996 /s/ Wes Stephenson
------------------
Wes Stephenson,
President of BOTDA
