<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
SCHEDULE 13D
(Amendment No. 13)
Under the Securities Exchange Act of 1934
Big O Tires, Inc.
-----------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
000-0893-241
--------------
(CUSIP Number)
Kenneth W. Pavia, Sr.
Balboa Investment Group, L.P.
1101 E. Balboa Boulevard
Newport Beach, CA 92661-1313
(714) 675-3850
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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 subject of this Schedule 13D, and
is filing 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: [_]
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
Page 2 of 6 pages
CUSIP No. 000-0893-241
------------
1. Name of Reporting Person
Balboa Investment Group, L.P.
2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [_]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
California
7. Sole Voting Power
-0- shares of Common Stock (See Item 4)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 4)
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Common Stock (See Item 4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11)
0% (See Item 4)
14. Type of Reporting Person
PN
<PAGE>
SCHEDULE 13D
Page 3 of 6 pages
CUSIP No. 000-0893-241
------------
1. Name of Reporting Person
Kenneth W. Pavia, Sr.
2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [_]
3. SEC Use Only
4. Source of Funds
PF, AF
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
7. Sole Voting Power
-0- shares of Common Stock (See Item 4)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 4)
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Common Stock (See Item 4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11)
0% (See Item 4)
14. Type of Reporting Person
IN
<PAGE>
This Amendment No. 13 to Schedule 13D is being filed on behalf of
Balboa Investment Group, L.P., a California limited partnership (the
"Partnership"), and Mr. Kenneth W. Pavia, Sr. (collectively, the "Reporting
Persons") to amend the Schedule 13D filed March 1, 1993, as amended (the
"Schedule 13D"), relating to the common stock, par value $.10 per share (the
"Shares"), of Big O Tires, Inc., a Nevada corporation (the "Company").
Item 4. Purpose of Transaction.
- ------ ----------------------
On July 10, 1996, TBC Corporation ("TBC") announced that on July 10,
1996, it acquired all of the outstanding Shares (the "Merger") pursuant to the
Agreement and Plan of Merger, dated as of April 30, 1996 (the "Merger
Agreement"), by and among the Company, TBC and TBCO Acquisition Inc., a wholly-
owned subsidiary of TBC (the "Purchaser"). TBC also announced that pursuant to
the Merger Agreement, each outstanding Share was converted into the right to
receive $16.47 in cash. Therefore, as of the date of the Merger, all Shares
held by the Reporting Persons were converted into the right to receive an
aggregate of $5,097,465 in cash.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a)-(b) Immediately prior to the Merger, the Partnership owned 309,500
Shares, which represented approximately 9.3% of the 3,317,916 Shares outstanding
on May 17, 1996, as reported in the Company's Proxy Statement dated June 10,
1996. Immediately prior to the Merger, Mr. Pavia did not hold any Shares
directly, but, as the sole general partner of the Partnership, he may have been
deemed to beneficially own Shares which were beneficially owned by the
Partnership. The Partnership had the sole power to vote and dispose of the
Shares which it owned directly. Mr. Pavia, as the sole general partner of the
Partnership, had the power to vote and/or dispose of all Shares with respect to
which the Partnership had the power to vote and/or dispose. According to the
Proxy Statement, pursuant to the Merger, the Company became a wholly-owned
subsidiary of TBC and each issued and outstanding Share was converted into the
right to receive a cash payment of $16.47, without interest. Immediately
following the Merger, none of the Reporting Persons had any direct or indirect
interest in any securities of the Company.
(c) During the past 60 days, the Reporting Persons have not effected
any transactions in the Shares, other than the conversion of all of their Shares
into the right to receive a cash payment of $16.47 per share.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than 5% of the Shares on July 10, 1996.
4
<PAGE>
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Exhibit 1. Joint Filing Agreement dated as of May 31, 1995, which was
filed as Exhibit 1 to Amendment No. 12 to the Schedule 13D
filed on June 1, 1995 by the Reporting Persons and is
incorporated by reference herein.
5
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: July 11, 1996 Balboa Investment Group, L.P.
By: /s/ Kenneth W. Pavia, Sr.
----------------------------
Name: Kenneth W. Pavia, Sr.
Title: General Partner
Dated: July 11, 1996 /s/ Kenneth W. Pavia, Sr.
-------------------------------
Kenneth W. Pavia, Sr.
6
