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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): June 5, 2000
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TBC Corporation
(Exact name of registrant as specified in its charter)
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Delaware 0-11579 31-0600670
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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4770 Hickory Hill Road, Memphis, Tennessee 38141
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (901) 363-8030
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On June 5, 2000, TBC Corporation ("TBC") acquired Tire Kingdom, Inc., a
Florida corporation ("Tire Kingdom"), by means of a merger of a wholly-owned
subsidiary of TBC with and into TKI Holdings, Inc., a Delaware corporation that
owned 100% of the capital stock of Tire Kingdom (the "Holding Company").
Contemporaneously with the merger, the name of the Holding Company was changed
to TBC Retail Enterprises, Inc.
Pursuant to an Agreement and Plan of Merger, dated as of June 2, 2000
(the "Merger Agreement"), the total consideration paid by TBC in connection with
the merger, including the repayment of certain long term debt of the Holding
Company and the assumption of certain Tire Kingdom capital lease obligations,
was $45 million. All but $2.1 million of the net merger consideration was paid
in cash at the closing. The $2.1 million balance was placed in escrow to satisfy
claims, if any, that may arise against the former Holding Company stockholders
under the Merger Agreement.
Prior to the merger, two investment banking firms, Weiss, Peck & Greer
L.L.C. and Goldman, Sachs & Co., and certain investment funds and individuals
affiliated with them, owned approximately 85% of the capital stock of the
Holding Company. The balance of the Holding Company's capital stock was owned by
the founder of Tire Kingdom, certain members of his family, and a Tire Kingdom
employee.
The merger consideration was determined in arms length negotiations
conducted by TBC with the stockholders of the Holding Company.
Tire Kingdom operates 148 retail tire centers and a specialty wholesale
tire distribution business. The company markets a broad selection of nationally
advertised brand name and private label tires. Tire Kingdom's retail centers
provide full service tire replacement, including tire balancing, wheel
alignment, and extended service programs and warranties. The centers also offer
under-car maintenance service including brake repairs, suspension system
replacement, drive line repair, and oil changes. Sales of replacement tires
currently account for approximately three fourths of the sales volume generated
from Tire Kingdom's retail centers. Of the company's retail centers, 144 are
located in Florida and four are located in North Carolina.
For the year ended December 31, 1999, Tire Kingdom generated annual
sales of $224 million and net income of $304,000. For the three months ended
March 31, 2000, Tire Kingdom's net sales were $57.3 million and its net income
was $380,000. At March 31, 2000, Tire Kingdom had consolidated total assets of
$71.4 million, approximately $10.6 million of which consisted of property,
plant, and equipment, $42.6 million of which consisted of current assets, and
the balance
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of which was represented by intangibles and other assets. Stockholders' equity
totalled approximately $28.9 million.
At the present time, it is expected that the business of Tire Kingdom
will be conducted substantially as it was prior to the acquisition, including
the utilization of its physical assets. However, TBC reserves the right to make
changes in the business operations of Tire Kingdom or the utilization of its
physical assets from time to time as TBC deems the same to be necessary or
appropriate.
To enable TBC to fund its acquisition of the Holding Company and Tire
Kingdom, TBC increased its short term revolving line of credit to $133 million
from $100 million. TBC's revolving credit facilities are made available to it
through a syndicate of five banks managed by The Chase Manhattan Bank. At June
19, 2000, TBC owed $105 million, and had $28 million of unused availability,
under these facilities.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.*
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(b) Pro forma financial information.*
* The financial statements and pro forma financial information required by
Item 7 are not included in this report because of the impracticability of
providing such items at the time that this report is being filed. TBC
intends to file such financial statements and pro forma information
promptly, but in no event later than August 21, 2000.
(c) Exhibits.
See Exhibit Index.
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
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(Registrant)
June 20, 2000 By:/s/Ronald E. McCollough
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(Date) Ronald E. McCollough,
Executive Vice President, Chief Financial
Officer, and Treasurer
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EXHIBIT INDEX
Exhibit No. and Description:
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
2.1 Agreement and Plan of Merger, dated as of June 2, 2000, by and
among TBC Corporation, TBC Retail Enterprises, Inc., TKI
Holdings, Inc., and Certain Stockholders of TKI Holdings, Inc.
As permitted by Item 601(b)(2) of Regulation S-K, the
Schedules delivered by TKI Holdings, Inc. to TBC Corporation
contemporaneously with the execution of the above Merger
Agreement are not being filed herewith. A description of the
contents of the Schedules is set forth on page (viii) of the
Merger Agreement. TBC Corporation agrees to furnish a copy of
the Schedules to the Commission upon request.
(23) Consents of experts and counsel.
23.1 The consent of Arthur Andersen LLP to the inclusion in this
Report on Form 8-K, and to the incorporation into certain S-8
registration statements of TBC Corporation, of Arthur
Andersen's report on the consolidated financial statements
of TKI Holdings, Inc. at and for the year ended December 31,
1999, will be filed by amendment at the time such
consolidated financial statements are filed.
(27) Financial Data Schedule.
To be filed by amendment.
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