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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 1999
(January 22, 1999)
TREADCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-19390 71-0706271
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1101 South 21st Street
Fort Smith, Arkansas 72901
(501) 784-6400
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(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
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ITEM 5. OTHER EVENTS.
On January 22, 1999, Treadco, Inc. announced that Arkansas Best Corporation had
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits.
Exhibit 99 - Treadco, Inc. news release dated January 22, 1999
announcing the Arkansas Best Corporation proposal to
acquire the publicly-held shares of Treadco at $9.00
per share in cash.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TREADCO, INC.
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(Registrant)
Date: February 2, 1999 /s/ David E. Loeffler
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David E. Loeffler
Vice President - Chief Financial
Officer and Treasurer
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FORM 8-K
EXHIBIT INDEX
TREADCO, INC.
The following exhibits are filed with this report or are incorporated by
reference to previously filed material.
<TABLE>
<CAPTION>
EXHIBIT NO.
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99 Treadco, Inc. news release dated January 22, 1999 announcing the Arkansas Best Corporation
proposal to acquire the publicly-held shares of Treadco at $9.00 per share in cash.
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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
Phone: (501) 788-6463
