<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
TREADCO, INC.
(NAME OF THE ISSUER)
------------------
ARKANSAS BEST CORPORATION
TREADCO ACQUISITION CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
------------------
894545 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD F. COOPER
VICE PRESIDENT AND GENERAL COUNSEL
ARKANSAS BEST CORPORATION
3801 OLD GREENWOOD ROAD
FORT SMITH, ARKANSAS 72903
(501) 785-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
COPIES TO:
ALAN J. BOGDANOW, ESQ.
HUGHES & LUCE, L.L.P.
1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5500
================================================================================
<PAGE> 2
INTRODUCTION
Arkansas Best Corporation, a Delaware corporation ("Parent"), and
Treadco Acquisition Corporation, a Delaware Corporation ("Newco") hereby amend
and supplement their Rule 13E-3 Transaction Statement (the "Statement")
originally filed with the Securities and Exchange Commission (the "Commission")
on March 23, 1999, as amended, with respect to a tender offer by Parent to
purchase all of the outstanding shares of the common stock, par value $.01 per
share (the "Common Stock"), including the associated common stock purchase
rights (the "Rights" and, together with the Common Stock, the "Shares") of
Treadco, Inc., a Delaware corporation (the "Company"), at a price of $9.00 per
share net to the seller in cash upon the terms and subject to the conditions set
forth in Parent's Offer to Purchase, dated March 23, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal, copies of which are attached
as Exhibits (a)(1) and (a)(2), respectively, to Parent's Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on March 23, 1999 (as
amended, the "Schedule 14D-1"). Capitalized terms used herein but not defined
are used as defined in this Statement.
2
<PAGE> 3
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The Offer expired at 12:00 midnight, New York City time on Tuesday,
April 20, 1999. Based on information provided by the Depositary,
there were validly tendered, not withdrawn and accepted for payment
2,457,263 Shares (including 25,200 Shares tendered by means of
guaranteed delivery). Parent now owns approximately 98% of the
issued and outstanding Shares as a result of the Offer when combined
with its prior holdings of Shares. On April 21, 1999, Parent issued
a press release regarding the foregoing which is attached hereto as
Exhibit (d)(8).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT ITEM
NUMBER ----
- ------
(d)(8) Press release of Parent dated April 21, 1999.
3
<PAGE> 4
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.
DATED: April 22, 1999
ARKANSAS BEST CORPORATION
By: /s/ DAVID E. LOEFFLER
------------------------------------------
Name: David E. Loeffler
------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
TREADCO ACQUISITION CORPORATION
By: /s/ DAVID E. LOEFFLER
------------------------------------------
Name: David E. Loeffler
------------------------------------------
Title: Vice President
------------------------------------------
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT ITEM
NUMBER ----
- ------
<S> <C>
(d)(8) Press release of Parent dated April 21, 1999.
</TABLE>
<PAGE> 1
EXHIBIT (d)(8)
FOR IMMEDIATE RELEASE
ARKANSAS BEST CORPORATION COMPLETES
TENDER OFFER FOR SHARES OF TREADCO, INC.
(Fort Smith, Arkansas, April 21, 1999) -- Arkansas Best Corporation
(Nasdaq: ABFS; www.arkbest.com) announced today that it has completed its cash
tender offer for the shares of the common stock of Treadco, Inc. (Nasdaq: TRED)
at $9.00 net per share. The offer expired, as scheduled, at 12:00 midnight (New
York City time) on Tuesday, April 20, 1999.
As of the expiration of the offer, based on information provided from
the Depositary, approximately 2,457,263 shares, including approximately 25,200
shares tendered by guaranteed delivery, of Treadco common stock had been
tendered, not withdrawn and accepted for payment. Arkansas Best now owns
approximately 98% of the outstanding shares of common stock of Treadco. Subject
to the terms of the merger agreement between Arkansas Best and Treadco, shares
of common stock of Treadco not tendered will be converted into the right to
receive $9.00 per share pursuant to a second-step merger pursuant to which
Treadco will become a wholly-owned subsidiary of Arkansas Best, which is
currently anticipated to be completed by early June 1999.
The foregoing release contains forward-looking statements that are
based on current expectations and are subject to a number risks and
uncertainties. Consummation of the merger are subject to a number of
contingencies including the satisfaction of certain customary closing
conditions.
END OF RELEASE
Contacts:
Mr. David E. Loeffler, Vice President, Chief Financial Officer and Treasurer
Telephone: (501) 785-6157
Mr. David Humphrey, Director of Investor Relations
Telephone: (501) 785-6200
