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Registration No. 2-97888
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TBC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0600670
(State of Incorporation) (I.R.S.Employer Identification No.)
4770 Hickory Hill Road
Memphis, Tennessee 38141
(Address of principal executive offices) (Zip Code)
1983 STOCK OPTION PLAN
(Full title of the plan)
Sharen Swartz Neuhardt
Thompson Hine & Flory L.L.P.
2000 Courthouse Plaza, N.E.
Dayton, Ohio 45402
(Name and address of agent for service)
(937) 443-6705
(Telephone number, including area code,
of agent for service)
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PURPOSE OF AMENDMENT
TBC Corporation's 1983 Stock Option Plan (the "Plan") expired on
March 17, 1993, and the last remaining outstanding option granted under
the Plan was exercised on December 27, 1996. As agreed pursuant to the
Undertakings set forth in the Registration Statement, the registrant is
filing this Post-Effective Amendment for the purpose of removing from
registration all shares of Common Stock, par value $.10 per share, of TBC
Corporation which were registered under this Form S-8 for issuance upon
the exercise of options granted under the Plan, but which remained unsold
at the time of termination of the offering.
The registrant's best belief is that the number of shares
registered under this Form S-8 and remaining unsold is 2,618,576.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 2 to its Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on July 18, 1997.
TBC CORPORATION
By /s/Louis S. DiPasqua
Louis S. DiPasqua
President and Chief Executive Officer
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