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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Treadco, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
894545 10 2
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(CUSIP Number)
Richard F. Cooper
Vice President -- Administration, General Counsel and Secretary
Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(501) 785-6000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box G. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 894545 10 2 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arkansas Best Corporation; 71-0673405
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 2,497,200
BENEFICIALLY ------ ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON ------ ----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,497,200
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,497,200
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.2%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the Common
Stock, par value $.01 per share (the "Common Stock") of Treadco, Inc., a
Delaware corporation (the "Company"), the principal executive offices of
which are located at 1101 South 21st Street, Fort Smith, Arkansas 72901.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Arkansas Best Corporation, a
Delaware corporation ("ABC"). ABC's principal business and office address
is 3801 Old Greenwood Road, Fort Smith, Arkansas 72903. ABC is the
Company's parent company. ABC has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). ABC has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction that has subjected it to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 11, 1998, ABC purchased a block of 177,500 shares of the
Common Stock for $6.375 per share in a private transaction with a single
seller. ABC used working capital on hand to purchase the shares.
Immediately prior to its September 11, 1998 purchase, ABC owned 45.7% of
the total 5,072,255 issued and outstanding shares of Common Stock.
Prior to September 1991, the Company was the wholly-owned subsidiary of
ABC. At that time, the Company sold 2,500,000 shares of the Common Stock to
the public and ABC sold 179,300 shares of the Common Stock to the public;
consequently, ABC beneficially owned 2,319,700 shares of the Common Stock,
or 46.4% of the total issued and outstanding shares immediately following
the public offering. The September 11, 1998 purchase represents ABC's first
acquisition of the Common Stock since the public offering.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchase transaction described in Item 3. was to
acquire a privately held block of shares of Common Stock that had been
offered to ABC at a price that management considered favorable.
It is presently contemplated that ABC may, depending on its evaluation
of the Company's business, prospects and financial condition, the market
for the Common Stock, other opportunities available to ABC, general
economic conditions, regulatory conditions, financial and stock market
conditions and other future developments, make additional purchases of
Common Stock either in the open market or in private transactions (or
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combinations thereof). Depending on the circumstances, ABC could also
decide to sell shares of the Common Stock either in the open market or
privately.
ABC reserves the right to modify its plans and proposals described in this
Item 4. Subject to applicable laws and regulations, ABC may formulate plans
and proposals that may result in the occurrence of an event set forth in
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)As of the close of business on September 11, 1998, ABC beneficially
owned (within the meaning of Rule 13d-3(d)(1)) 2,497,200 shares of Common
Stock, which constitute 49.2% of the issued and outstanding shares of
Common Stock (as calculated in accordance with such rule), based on
5,072,255 shares issued and outstanding (as represented in the Company's
Form 10-Q for the quarter ended June 30, 1998).
(b)ABC has the sole power to vote or direct the vote of, and the sole
power to dispose or direct the disposition of, the 2,497,200 shares of
Common Stock it beneficially owns. The responses to Items (7) through (11)
of the portions of the cover page of Schedule 13D that relate to beneficial
ownership of shares of Common Stock are incorporated herein by reference.
(c)ABC purchased 177,500 shares of the Common Stock in a private
transaction on September 11, 1998. With that exception, ABC has not
purchased or sold shares of the Common Stock during the past sixty (60)
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
ABC's shares of Company Common Stock are subject to a pledge of assets
to Societe Generale, Southwest Agency, as Agent, under ABC's Credit
Agreement. Such arrangement, in the event of an uncured event of default
under ABC's Credit Agreement, could result at a subsequent date in a change
in control of the Company. ABC is not currently in default under its Credit
Agreement and does not expect such a default to occur.
To the best knowledge of the undersigned, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) between
ABC and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option agreement, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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After reasonable 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.
Dated as of September 18, 1998 ARKANSAS BEST CORPORATION
By: /s/ RICHARD F. COOPER
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Richard F. Cooper
Vice President -- Administration,
General Counsel and Secretary
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