SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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): August 17, 1995
(August 10, 1995)
ARKANSAS BEST CORPORATION
(Exact name of registrant as specified in its charter)
0-19969 Delaware 71-0673405
(Commission (State of other jurisdiction (I.R.S. Employer
File Number) of incorporation or organization) Identification No.)
3801 Old Greenwood Road, Fort Smith, Arkansas 72903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 785-6000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The descriptions set forth in this report do
not purport to be complete and this report is
qualified in its entirety by reference to the
documents described herein and attached as exhibits
hereto, which are hereby incorporated herein by this
reference.
(a) On July 14, 1995, the tender offer (the
"Offer") by ABC Acquisition Corporation, a North
Carolina corporation (the "Purchaser") and a wholly
owned subsidiary of Arkansas Best Corporation (the
"Registrant"), to purchase all outstanding shares of
Common Stock, par value $0.50 per share (the
"Shares"), of WorldWay Corporation, a North Carolina
corporation (the "Company"), at a purchase price of
$11.00 per Share, net to the seller in cash, without
interest, commenced. The Offer expired at 12:00
midnight New York City time on August 10, 1995 (the
"Expiration Date"). There were validly tendered
approximately 5,964,030 Shares pursuant to the Offer
representing approximately 91% of the Shares
outstanding as of the Expiration Date. Pursuant to
the Offer, immediately after the Expiration Date, on
August 11, 1995, the Purchaser accepted for payment
these Shares validly tendered according to the terms
of the Offer.
The Offer was made pursuant to an Agreement and
Plan of Merger, dated as of July 8, 1995 (the "Merger
Agreement"), by and among the Company, the Purchaser
and Registrant. Pursuant to the Merger Agreement,
the Purchaser will be merged with and into the
Company (the "Merger"), with the Company continuing
as the surviving corporation as a wholly owned
subsidiary of Parent. The Merger is subject to a
number of conditions, including approval of the
Merger Agreement by the holders of a majority of the
Shares outstanding at that time as required by the
North Carolina Business Corporation Act. The
Purchaser intends to vote all Shares purchased by it
pursuant to the Offer in favor of the Merger. In the
Merger, each outstanding Share (other than Shares
held by Registrant, the Purchaser or any subsidiary
of Registrant or the Purchaser which Shares, by
virtue of the Merger and without any action on the
part of the holder thereof, shall be cancelled with
no payment being made with respect thereto, and other
than Shares, if any held by shareholders who are
entitled to and who properly exercise dissenters'
rights under North Carolina law) will, by virtue of
the Merger and without any action by the holder
thereof, be converted into the right to receive
$11.00 per Share, payable to the holder thereof,
without interest thereon, upon the surrender of the
certificate formerly representing such Share.
The total cost of the acquisition was
approximately $75,000,000. The source of the funds
used to finance the acquisition was made through a
loan by Registrant to the Purchaser. Registrant
obtained the funds for such loan pursuant to a Credit
Agreement dated as of August 10, 1995 among
Registrant, the banks parties thereto, Societe
Generale, Southwest Agency, as Managing Agent and
Administrative Agent, and NationsBank of Texas, N.A.,
as Documentation Agent.
Pursuant to the Merger Agreement, Messrs.
Boggan, Carstarphen, Grace, Mapel, Martin, Richardson
and Younger resigned from the Company's Board of
Directors on August 11, 1995 and seven designees of
Registrant, Messrs. Young, Neal, Cooper, Meyers,
Slack, Marquard and Morris, were elected to the
Company's Board of Directors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired and
(b) Pro Forma Financial Information
It is impracticable at this time for the Registrant
to file, together with this Current Report, the
required financial statements and pro forma
financial information with respect to the Company.
Accordingly, the Registrant hereby undertakes to
file such required statements by amendment to this
Current Report on or prior to October 16, 1995.
(c) Exhibits
(2) Agreement and Plan of Merger, dated as of
July 8, 1995, among the Company, the
Purchaser and Registrant (incorporated
herein by reference to Exhibit (c)(1) to
the Tender Offer Statement on Schedule
14D-1 filed with the Commission on July
14, 1995).
(20) Press release issued by the Company on August
11, 1995 announcing the expiration of the Offer
at 12:00 midnight New York City time, August
10, 1995, is incorporated herein by reference
from Exhibit (a)(12) to Amendment No. 2 (Final
Amendment and Schedule 13D) dated August 11,
1995 to the Schedule 14D-1.
(99) Offer to Purchase dated July 14, 1995 by
the Purchaser to purchase all outstanding
shares of Common Stock, par value $0.50
per share of the Company is incorporated
herein by reference from Exhibit (a)(1) to
the Schedule 14D-1.
SIGNATURE
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
hereto duly authorized.
Dated: August 17, 1995
ABC Acquisition Corporation
By: /s/ DONALD L. NEAL
_____________________________
Name:
Title: Senior Vice President --
Chief Financial Officer
Arkansas Best Corporation
By: /s/ DONALD L. NEAL
________________________________
Name:
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit
(c) Exhibits
(2) Agreement and Plan of Merger, dated as of July
8, 1995, among the Company, the Purchaser and
Registrant (incorporated herein by reference to
Exhibit (c)(1) to the Tender Offer Statement
on Schedule 14D-1 filed with the Commission on
July 14, 1995).
(20) Press release issued by the Company on August
11, 1995 announcing the expiration of the Offer
at 12:00 midnight New York City time, August
10, 1995, is incorporated herein by reference
from Exhibit (a)(12) to Amendment No. 2 (Final
Amendment and Schedule 13D) dated August 11,
1995 to the Schedule 14D-1.
(99) Offer to Purchase dated July 14, 1995 by
the Purchaser to purchase all outstanding
shares of Common Stock, par value $0.50
per share of the Company is incorporated
herein by reference from Exhibit (a)(1) to
the Schedule 14D-1.
