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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TREADCO, INC.
(NAME OF SUBJECT COMPANY)
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ARKANSAS BEST CORPORATION
TREADCO ACQUISITION CORPORATION
(BIDDER)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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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 BIDDER)
COPIES TO:
ALAN J. BOGDANOW, ESQ.
HUGHES & LUCE, L.L.P.
1717 MAIN STREET
SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5500
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Page 2 of 4 Pages
14D-1/A AND 13D/A
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CUSIP NO. 894545-10-2
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1 NAME OF REPORTING PERSONS:
ARKANSAS BEST CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 71-0673405
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2 CHECK THE APPROPRIATE BOX IF (a) [ ]
A MEMBER OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK and WC
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5 CHECK IF DISCLOSURE OF [ ]
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
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6 CITIZENSHIP OR PLACE OF
ORGANIZATION: DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 4,954,463 SHARES
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8 CHECK IF THE AGGREGATE AMOUNT [ ]
IN ROW (7) EXCLUDES CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (7): 97.7%
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10 TYPE OF REPORTING PERSON:
CO
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Page 3 of 4 Pages
This Amendment No. 2 (the "Final Amendment") constitutes the Final
Amendment to the Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission on March 23, 1999 (as amended the "Schedule
14D-1") 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"), a copy of which is attached as
Exhibit (a)(1) to the Schedule 14D-1, which, together with any amendments or
supplements thereto, constitute the "Offer." This Statement also amends and
supplements the Schedule 13D of Parent, originally filed on September 18, 1998.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) 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 and its prior holdings of Shares. On April 21, 1999, Parent issued a press
release regarding the foregoing which is attached hereto as Exhibit (a)(11).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release of Parent dated April 21, 1999.
SIGNATURES
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
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Name: David E. Loeffler
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Title: Vice President and Chief Financial Officer
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TREADCO ACQUISITION CORPORATION
By: /s/ DAVID E. LOEFFLER
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Name: David E. Loeffler
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Title: Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER ITEM
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<S> <C>
(a)(11) Press Release of Parent dated April 21, 1999.
</TABLE>
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EXHIBIT (a)(11)
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
