<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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)
(AMENDMENT NO. 1)
Treadco, Inc.
---------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
---------------------------------
(Title of Class of Securities)
894545 10 2
---------------------------------
(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
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 22, 1999
--------------------------------------------------------
(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 [ ].
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 7 Pages)
- -----------------
(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).
<PAGE> 2
CUSIP NO. 894545 10 2 13D/A PAGE 2 OF 7 PAGES
- ---------------------------- -------------------------------
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arkansas Best Corporation; 71-0673405
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES 2,497,200
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
PERSON 1,132,775(1)
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,497,200
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,629,975(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
</TABLE>
- -----------
(1) Pursuant to a letter dated January 22, 1999 (the "Support Agreement"),
Shapiro Capital Management Company, Inc., granted Arkansas Best Corporation
("ABC") a proxy to vote under certain circumstances 1,132,775 shares of the
common stock, $.01 par value per share (the "Common Stock"), of Treadco, Inc.
(the "Company"). See Items 4 and 6 herein. The number of shares reported above
to be beneficially owned by ABC and the percentage thereof in relation to the
outstanding Common Stock of the Company includes the shares subject to the
Support Agreement.
<PAGE> 3
PAGE 3 OF 7 PAGES
This Amendment No. 1 amend and supplements the Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission (the
"Commission") on September 18, 1998 by Arkansas Best Corporation. Except as
otherwise set forth in this Amendment No. 1 the information previously set forth
in the Schedule 13D remains applicable. Any statement contained in the Schedule
13D shall be deemed to be modified or superseded to the extent that a statement
contained herein modifies or supersedes such statement.
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 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
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to a letter dated January 22, 1999 (the "Support
Agreement"), Shapiro Capital Management Company, Inc. ("Shapiro
Capital"), the beneficial owner of 1,132,775 shares of the Common
Stock, agreed to support the proposed transaction described below. The
terms of the Support Agreement are described in Item 6 below.
The purpose of the Support Agreement is to facilitate the approval
of a transaction that ABC proposed to the board of directors of the
Company by letter dated January 22, 1999 (the "Proposal"). In the
Proposal, ABC proposed that the shares of Common Stock not owned by ABC
would receive $9.00 per share in cash (the "Proposed Transaction").
Upon consummation of the Proposed Transaction, the Company would become
a wholly owned subsidiary of ABC, and the Common Stock would no longer
be publicly traded. The Proposal and related press releases regarding
the foregoing are attached hereto as exhibits and are incorporated
herein by reference.
Consummation of the Proposed Transaction is subject to a number of
contingencies including the approval of the Proposed Transaction by a
special committee of independent directors of the Company's board of
directors and the negotiation of a definitive agreement, which will
include customary closing conditions.
ABC intends to continue to review from time to time its position
with respect to the shares of Common Stock, and may, depending on the
special committee's response to the Proposal, the circumstances then
existing, including its evaluation of the Company's business, assets,
operations, the industry in general, economic conditions, prevailing
market prices for the Common Stock, investment
<PAGE> 4
PAGE 4 OF 7 PAGES
opportunities of ABC, and other factors, determine to increase,
decrease or dispose of the ownership of the Common Stock, or revise or
retract the Proposal.
Except as described above, as of the date hereof, ABC has no
present plans or intentions that would result in or relate to any of
the transactions described in subparagraphs (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 January 22, 1999, ABC
beneficially owned (within the meaning of Rule 13d-3) 3,629,975 shares
of Common Stock, which constitute approximately 71.6% 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 of
October 31, 1998 (as represented in the Company's Form 10-Q for the
quarter ended September 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, 2,497,200
shares of Common Stock it beneficially owns. ABC has the shared power
to vote or direct the vote of, but not the sole or shared power to
dispose or direct the disposition of, 1,132,775 shares of Common Stock
subject to the Support Agreement, which is described in Item 6 below.
The voting power of such shares is shared with Shapiro Capital, a
registered investment adviser under the Investment Advisers Act of
1940. Shapiro Capital's principal business and office address is 3060
Peachtree Rd. N.W., Suite 1555, Atlanta, Georgia 30305. To the
knowledge of the undersigned, Shapiro Capital has not, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). To the knowledge of the
undersigned, Shapiro Capital 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. The responses to Items (7) through
(11) of the portions of the cover page of Schedule 13D filed herewith
that relate to beneficial ownership of shares of Common Stock are
incorporated herein by reference.
(c) ABC has not purchased or sold or agreed to purchase or sell
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.
Pursuant to the Support Agreement, Shapiro Capital granted ABC a
proxy to vote 1,132,775 shares of Common Stock for the approval of the
Proposed Transaction and against any corporate action the consummation
of which would violate, frustrate the purpose of, or prevent or delay
the Proposed Transaction. The Support Agreement will terminate upon the
earlier of (i) July 31, 1999, (ii) March 31, 1999 if ABC and the
Company have not entered into a definitive agreement regarding the
Proposed Transaction by such date or (iii) the consummation of the
Proposed Transaction. The Support Agreement is attached hereto as an
exhibit and is incorporated herein by reference.
To the 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.
<PAGE> 5
PAGE 5 OF 7 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Letter dated January 22, 1999 from Shapiro Capital to ABC.
(2) Letter dated January 22, 1999 from ABC to the Board of Directors
of the Company.
(3) Press Release of ABC dated January 22, 1999.
(4) Press Release of the Company dated January 22, 1999.
<PAGE> 6
PAGE 6 OF 7 PAGES
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 January 26, 1999.
ARKANSAS BEST CORPORATION
By: /s/ Richard F. Cooper
------------------------------
Richard F. Cooper
Vice President -- Administration,
General Counsel and Secretary
<PAGE> 7
PAGE 7 OF 7 PAGES
EXHIBIT INDEX
Exhibit Item
(1) Letter dated January 22, 1999 from Shapiro Capital to ABC.
(2) Letter dated January 22, 1999 from ABC to the Board of Directors of the
Company.
(3) Press Release of ABC dated January 22, 1999.
(4) Press Release of the Company dated January 22, 1999.
<PAGE> 1
January 22, 1999
Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
Re: Treadco, Inc.
Gentlemen:
You have advised the undersigned that Arkansas Best Corporation ("ABC") is
contemplating making a proposal to acquire the shares of the common stock of
Treadco, Inc. (the "Company") not owned by ABC at $9.00 per share in cash in a
transaction in which the Company would become a wholly owned subsidiary of ABC
again (the "Transaction"). The undersigned believes the $9.00 per share cash
price is fair and agrees to support the Transaction. In order to facilitate the
proposal and the Transaction, the undersigned hereby irrevocably appoints ABC,
with full power of substitution, as the proxy of the undersigned to attend any
and all meetings of stockholders of the Company and any adjournments or
postponements of such meetings (collectively, a "Meeting"), to vote for and in
the name, place and stead of the undersigned at any Meeting, or grant any
consents with respect to, 1,132,775 shares of the common stock of the Company,
beneficially owned (within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended) by the undersigned on the date of this proxy (the
"Proxy Shares"), with respect only to voting for or consenting to the approval
of the Transaction, any matters related to or in connection with the
Transaction, and voting against or withholding consent from any corporate action
the consummation of which would violate, frustrate the purpose of, or prevent or
delay the Transaction.
The undersigned represents and warrants to ABC that (i) the undersigned is
the beneficial owner of the Proxy Shares; (ii) the undersigned has all necessary
power and authority to deliver this proxy; and (iii) none of the Proxy Shares is
subject to any proxy or voting trust or any other arrangement, or understanding
with respect to the voting of such shares in connection with the Transaction
other than this proxy. Notwithstanding anything herein to the contrary, the
undersigned may, and expressly reserves the right to, tender the Proxy Shares in
any tender offer made by ABC or the Company for the common stock of the Company
upon the terms and conditions of such tender offer.
This proxy is coupled with an interest and is expressly made irrevocable
and will expire upon the earlier of (i) July 31, 1999, (ii) March 31, 1999 if
ABC and the Company have not entered into a definitive agreement regarding the
Transaction by such date or (iii) the
<PAGE> 2
consummation of the Transaction. The undersigned acknowledges that monetary
damages would be an inadequate remedy for a breach of the provisions of this
proxy and that (in addition to any other remedy available at law) the
obligations of the undersigned and the rights of the ABC are specifically
enforceable.
Very truly yours,
SHAPIRO CAPITAL MANAGEMENT
COMPANY, INC.
By: /s/ Samuel R. Shapiro
-------------------------
Samuel R. Shapiro
President
<PAGE> 1
January 22, 1999
Board of Directors
Treadco, Inc.
1101 South 21st Street
Fort Smith, AR 72901
Attention: John R. Meyers - CEO
Gentlemen:
The Board of Directors of Arkansas Best Corporation has authorized me to
advise you that we are proposing a transaction in which the shares of common
stock of Treadco, Inc. not owned by Arkansas Best Corporation would be acquired
for $9.00 per share in cash. Accordingly, we propose that we begin negotiations
regarding the structure of such a transaction and the terms and conditions of a
merger agreement pursuant to which Treadco, Inc. would again become a wholly
owned subsidiary of Arkansas Best Corporation.
In order to facilitate this proposal and consummation of the transaction,
we have received the support of Shapiro Capital Management Company, Inc.
("Shapiro Capital"), which beneficially owns 1,132,775 shares or approximately
22% of Treadco, Inc.'s outstanding common stock. For your reference, we have
attached a copy of the letter whereby Shapiro Capital agrees, among other
things, to vote in favor of the proposed transaction.
Given the relationship between Arkansas Best Corporation and Treadco, Inc.,
we believe that the parties can move expeditiously to a definitive agreement. We
propose that Treadco, Inc.'s Board of Directors create a special committee of
independent directors to consider our proposal. We recognize the special
committee's right to seek and receive independent financial and legal advice. We
and our advisors are ready and eager to begin work with Treadco, Inc.'s special
committee and are confident that we can reach a mutually satisfactory structure
and definitive agreement.
In view of the impact that this proposal could have on the market for the
shares of both companies, I am sure that both companies will want to make prompt
public disclosure of this proposal. We contemplate advising the Nasdaq National
Market of this proposal as soon as possible, and to issue a public announcement
at that time. We believe that it would be best that we coordinate our
announcement with yours.
<PAGE> 2
We are very excited about this proposal, and to that end, we are ready to
meet with you as soon as possible to discuss this proposal in greater detail and
the structure of the transaction. We look forward to your response.
Sincerely,
/s/ David E. Loeffler
Arkansas Best Corporation
Enclosure
cc: Arkansas Best Corporation Board of Directors
<PAGE> 1
FOR IMMEDIATE RELEASE
ARKANSAS BEST CORPORATION PROPOSES A MERGER IN WHICH THE
PUBLICLY-HELD SHARES OF TREADCO, INC. WOULD BE ACQUIRED AT $9.00
PER SHARE IN CASH
(NASDAQ/NMS: "ABFS"; WWW: ARK BEST.COM)
(Fort Smith, Arkansas, January 22, 1999) -- Arkansas Best Corporation (ABFS) and
Treadco, Inc. (TRED) announced today that Arkansas Best has submitted a formal
proposal to Treadco's Board of Directors in which the outstanding shares of
Treadco's common stock not owned by Arkansas Best would be acquired for $9.00
per share in cash. The proposal has the support of Shapiro Capital Management
Company, Inc., Treadco's largest independent stockholder, which beneficially
owns 1,132,775 shares (or approximately 22%) of the common stock of Treadco.
Arkansas Best currently owns approximately 49% of Treadco.
Treadco will form a special committee of independent directors to consider
Arkansas Best's proposal. The proposal to acquire the remaining outstanding
shares of Treadco is subject to the approval of Treadco's special committee and
the negotiation of a definitive agreement, which will include customary
conditions to closing.
The foregoing release contains forward-looking statements that are based on
current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from current expectations due to a number
of factors, including general economic conditions; competitive initiatives and
pricing pressures; union relations; availability and cost of capital; shifts in
market demand; weather conditions; the performance and needs of industries
served by Arkansas Best's and Treadco's businesses; actual future costs of
operating expenses such as fuel and related taxes; self-insurance claims and
employee wages and benefits; actual costs of continuing investments in
technology; and the timing and amount of capital expenditures.
END OF RELEASE
Contact: 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
<PAGE> 1
FOR IMMEDIATE RELEASE
ARKANSAS BEST CORPORATION PROPOSES A MERGER IN WHICH THE
PUBLICLY-HELD SHARES OF TREADCO, INC. WOULD BE ACQUIRED AT $9.00
PER SHARE IN CASH
(NASDAQ/NMS: "TRED")
(Fort Smith, Arkansas, January 22, 1999) -- Arkansas Best Corporation (ABFS) and
Treadco, Inc. (TRED) announced today that Arkansas Best has submitted a formal
proposal to Treadco's Board of Directors in which the outstanding shares of
Treadco's common stock not owned by Arkansas Best would be acquired for $9.00
per share in cash. The proposal has the support of Shapiro Capital Management
Company, Inc., Treadco's largest independent stockholder, which beneficially
owns 1,132,775 shares (or approximately 22%) of the common stock of Treadco.
Arkansas Best currently owns approximately 49% of Treadco.
Treadco will form a special committee of independent directors to consider
Arkansas Best's proposal. The proposal to acquire the remaining outstanding
shares of Treadco is subject to the approval of Treadco's special committee and
the negotiation of a definitive agreement, which will include customary
conditions to closing.
The foregoing release contains forward-looking statements that are based on
current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from current expectations due to a number
of factors, including general economic conditions; competitive initiatives and
pricing pressures; union relations; availability and cost of capital; shifts in
market demand; weather conditions; the performance and needs of industries
served by Arkansas Best's and Treadco's businesses; actual future costs of
operating expenses such as fuel and related taxes; self-insurance claims and
employee wages and benefits; actual costs of continuing investments in
technology; and the timing and amount of capital expenditures.
END OF RELEASE
Contact: Mr. Randall Loyd, Controller
Telephone: (501) 788-6463
