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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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HI-LO AUTOMOTIVE, INC.
(NAME OF SUBJECT COMPANY)
SHAMROCK ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
O'REILLY AUTOMOTIVE, INC.
(BIDDERS)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
428939D 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID E. O'REILLY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
O'REILLY AUTOMOTIVE, INC.
233 SOUTH PATTERSON
SPRINGFIELD, MO 65802
(417) 862-2674
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
PETER C. KRUPP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE, SUITE 2100
CHICAGO, ILLINOIS 60606
(312) 407-0700
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O'Reilly Automotive, Inc., a Missouri corporation (the "Parent"), hereby
amends and supplements its Tender Offer Statement on Schedule 14D-1 dated
December 24, 1997 (as amended or supplemented from time to time, the "Schedule
14D-1"), which has been filed by the Parent and Shamrock Acquisition, Inc., a
Delaware corporation (the "Purchaser"), which is a wholly owned subsidiary of
the Parent, with the Securities and Exchange Commission, relating to an offer
by the Purchaser to purchase all the outstanding shares of the common stock,
par value $.01 per share (the "Common Stock"), including the associated
preferred stock purchase rights (the "Rights" and together with the Common
Stock, the "Shares") issued pursuant to the Rights Agreement, of Hi-Lo
Automotive, Inc., a Delaware corporation, at a price of $4.35 per Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated December 24,
1997, and the related letter of Transmittal. All capitalized terms shall have
the meanings assigned to them in the Schedule 14D-1, as amended to date,
unless otherwise indicated herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following:
(a)(10) Text of Press Release, dated January 27, 1998, issued by O'Reilly
Automotive, Inc.
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SIGNATURE
AFTER DUE 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.
Shamrock Acquisition, Inc.
/s/ David E. O'Reilly
By: ___________________
Name: David E. O'Reilly
Title: President
Dated: January 27, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
*(a)(1) Offer to Purchase, dated December 24, 1997.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute W-9.
*(a)(7) Text of Joint Press Release, dated December 23, 1997, issued by
O'Reilly Automotive, Inc. and Hi-Lo Automotive, Inc.
*(a)(8) Form of Summary Advertisement, dated December 24, 1997.
*(a)(9) Text of Press Release, dated January 9, 1998, issued by O'Reilly
Automotive, Inc.
(a)(10) Text of Press Release, dated January 27, 1998, issued by
O'Reilly Automotive, Inc.
*(b) Commitment Letter, dated December 20, 1997, among O'Reilly
Automotive, Inc., Nationsbank N.A. and NationsBanc Montgomery
Securities, Inc.
*(c)(1) Agreement and Plan of Merger, dated as of December 23, 1997
among O'Reilly Automotive, Inc., Shamrock Acquisition, Inc. and
Hi-Lo Automotive, Inc.
*(c)(2) Confidentiality Agreement, dated as of November 26, 1997, among
O'Reilly Automotive, Inc., Hi-Lo Automotive, Inc. and SBC
Warburg Dillon Read, Inc.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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*Previously filed.
4
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[O'REILLY LOGO]
O'REILLY CLOSES TENDER OFFER FOR HI/LO
January 27, 1998 - O'Reilly Automotive, Inc. ("O'Reilly") (Nasdaq-ORLY)
announced today that it has completed its cash tender offer to purchase all the
outstanding shares of common stock of Hi-Lo Automotive, Inc. ("Hi/LO") at a
price of $4.35 per share.
O'Reilly reported that it has been advised by ChaseMellon Shareholder
Services, L.L.C., the Depositary for the offer, that a total of 9,776,550 shares
have been tendered pursuant to the offer (including 64,052 shares subject to
guarantees of delivery), which expired at midnight, New York City time on
Monday, January 26, 1998, and that all such shares have been accepted for
payment.
After giving effect to the purchase of the shares tendered, O'Reilly
beneficially owns approximately 90.4% of the outstanding Hi/LO shares.
1,034,213 shares were not tendered in the offer.
As previously announced, O'Reilly and Hi/LO intend to effect a merger
pursuant to which Hi/LO will become a wholly-owned subsidiary of O'Reilly and
all remaining Hi/LO stockholders (other than O'Reilly) will have the right to
receive the same $4.35 per share in cash paid in the tender offer. It is
currently anticipated that the merger transaction will be completed in the near
future.
O'Reilly is a leading specialty retailer and supplier of automotive
aftermarket parts, tools, supplies, equipment and accessories to both
do-it-yourself customers and professional mechanics and service technicians.
Founded in 1957 by the O'Reilly family, the company currently operates stores
within the states of Missouri, Arkansas, Kansas, Oklahoma, Nebraska, Illinois
and Iowa.
Statements contained in this press release which are not historical facts
are forward-looking statements. Such forward-looking statements are necessary
estimates reflecting the best judgment of the party making such statements based
upon current information and involve a number of risks and uncertainties.
Forward-looking statements contained in this press release or in other public
statements of the parties should be considered in light of those factors. There
can be no assurance that such factors will not affect the accuracy of such
forward-looking statements.
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FOR IMMEDIATE RELEASE For more information, please contact:
James R. Batten
233 S. Patterson
Springfield, MO 65802
417-862-6708
Or, visit our web-site at http://oreillyauto.com
