TBC CORP
8-K, 1996-03-20
MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES
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                       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):  March 14, 1996   


                            TBC Corporation                            
             (Exact name of registrant as specified in its charter)


   Delaware                       0-11579                31-0600670    
   (State or other             (Commission             (IRS Employer
   jurisdiction of             File Number)          Identification
   incorporation)                                                No.)


   4770 Hickory Hill Road, Memphis, Tennessee                  38141   
   (Address of principal executive offices)                  (Zip Code)


   Registrant's telephone number, including area code  (901) 363-8030     


                               Not Applicable                          
          (Former name or former address, if changed since last report)










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   Item 5.  Other Events.

          On March  14,  1996, TBC  Corporation ("TBC")  issued the  following
   press release:




                                                         March 14, 1996       
                                                         Ronald E. McCollough 
                                                         Senior Vice President
                                                         TBC Corporation      

                                                         John E. Siipola      
                                                         Chairman             
                                                         Big O Tires, Inc.    
                                                         (303) 790-2800       

      
              TBC ANNOUNCES LETTER OF INTENT TO ACQUIRE BIG O TIRES

   MEMPHIS, Tennessee (March  14, 1996) - TBC Corporation (Nasdaq/NM:TBCC) and
   Big O  Tires, Inc. (Nasdaq/NM:BIGO) jointly  announced today  that a letter
   of intent has been signed relating  to TBC's proposed acquisition of all of
   the outstanding shares of Big O.  Under  the terms of the letter of intent,
   Big O stockholders  would receive a cash  price of $16.50 a share,  subject
   to  possible reductions  based on a  final tabulation  of transaction costs
   and other expenses  which Big O does not  believe will result in a material
   adjustment, if any.   The transaction  remains subject to  the approval  by
   the Board of  Directors of each company  of a definitive merger  agreement,
   which  is  expected to  be  presented  to each  Board  within 30  days.   A
   definitive merger agreement would  then be subject  to the approval of  the
   stockholders of Big O.

   In a separate  action, Big O has  terminated the existing merger  agreement
   dated July  24,  1995 with  the  companies  formed by  a  Dealer/Management
   Group.

   TBC  Corporation  is  a  marketer  and  distributor  of  products  for  the
   automotive replacement market.

   Big O  Tires, Inc.  is a  franchisor of  independent retail  tire and  auto
   service stores.

















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                                    SIGNATURE

     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.

                                   TBC CORPORATION
                                   (Registrant)



   March 20, 1996                  By:/s/Ronald E. McCollough    
   (Date)                             Ronald E. McCollough,
                                      Senior Vice President Operations 















































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