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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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TREADCO, INC.
(Name of Subject Company)
TREADCO, INC.
(Name of Person Filing Statement)
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COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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894545 10 2
(CUSIP Number of Class of Securities)
JOHN R. MEYERS
TREADCO, INC.
1101 SOUTH 21ST STREET
FORT SMITH, ARKANSAS 72901
(501) 788-6486
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing this Statement)
Copies to:
RICHARD N. MASSEY, ESQ.
KUTAK ROCK
425 WEST CAPITOL AVENUE, SUITE 1100
LITTLE ROCK, ARKANSAS 72201-3409
(501) 975-3000
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This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Securities and Exchange Commission on March 23, 1999 (the "Schedule 14D-9")
relating to the tender offer by Arkansas Best Corporation, a Delaware
corporation ("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
purchase price of $9.00 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 23, 1999 (the "Offer to Purchase").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(a) is hereby amended and supplemented by deleting the sixth and
seventh paragraphs of such Item, and substitution therefore:
In November 1998, Morgan Stanley began reviewing with Parent its
options with respect to the Company. Representatives of Morgan Stanley made
a presentation regarding these alternatives to Parent's Board of Directors
at its regular meeting on December 10, 1998. Morgan Stanley, among other
things, presented an historical overview of the Company, discussed its
financial condition and results of operations, reviewed the stock's
liquidity, identified the Company's research coverage, and discussed the
Company's possible strategic value to Parent. Morgan Stanley reviewed the
following strategic alternatives with Parent's Board of Directors: (i)
Parent continuing to hold its 49% interest in the Company, (ii) sale of
100% of the Company, and (iii) a Parent repurchase of the remaining Company
interest held by the public with a potential strategic sale in the future.
Morgan Stanley also reviewed certain considerations such as tax
considerations, the Bandag settlement, the revenue and earnings of the
business, other potential strategic buyers, estimated strategic value, cost
savings associated with having the Company as a wholly-owned subsidiary of
Parent, and the long-term strategic fit with Parent. In addition, Morgan
Stanley reviewed the process, timelines and potential after-tax proceeds
associated with either a repurchase of shares or an immediate sale of the
Company. Morgan Stanley also discussed other potential economic benefits to
Parent associated with repurchasing the Company.
Morgan Stanley was not requested to, and did not, render a financial
opinion regarding the fairness of the consideration in the Offer and the
Merger. In addition, Morgan Stanley was not requested to, and did not,
solicit third party indications of interest with respect to Parent's
interest in the Company. See the information under the caption "THE TENDER
OFFER -- Fees and Expenses" contained in the Offer to Purchase which is
incorporated by reference. For a description of Parent's fee arrangements
with Morgan Stanley in connection with the Offer and the Merger.
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SIGNATURE
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.
TREADCO, INC.
By: /s/ JOHN R. MEYERS
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John R. Meyers
President and Chief Executive
Officer
Dated: April 20, 1999
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