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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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 10. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 10 is hereby amended and supplemented by addition of the following
information under the heading "Antitrust":
Parent has been advised that on January 5, 1998, the U.S. Department of
Justice and the Federal Trade Commission granted Parent early termination of
the waiting period under the HSR Act. A copy of Parent's press release with
respect to the early termination of the waiting period under the HSR Act is
filed as Exhibit (a)(9) to this Offer to Purchase and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following:
(a)(9) Text of Press Release, dated January 9, 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 9, 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.
*(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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Exhibit (a)(9)
O'REILLY GRANTED EARLY TERMINATION ON ANTITRUST WAITING PERIOD
SPRINGFIELD, MISSOURI, January 9, 1998 - O'Reilly Automotive, Inc. (Nasdaq
- - ORLY) ("O'Reilly") announced today that in connection with its previously
announced tender offer to acquire all the outstanding shares of Hi-Lo
Automotive, Inc. ("Hi/Lo"), the U.S. Department of Justice and the Federal Trade
Commission have granted O'Reilly early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Early termination of the waiting period indicates that those government
agencies do not intend to oppose the tender offer and related merger on
antitrust grounds. Such early termination of the waiting period also satisfies
one of the conditions of the tender offer agreement between O'Reilly and Hi/Lo,
announced December 23, 1997. The tender offer, for $4.35 per share, is still
subject to certain other conditions and is scheduled to expire at 12:00 midnight
New York City time, January 26, 1998, unless extended.
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 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 judgement 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.
