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UNITED STATES
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): September 22, 2000
(September 18, 2000)
ARKANSAS BEST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-19969 71-0673405
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(501) 785-6000
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(Address, including zip code, and telephone number, including area code, of
the registrant's principal executive offices)
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ITEM 5. OTHER EVENTS.
TREADCO, INC. AND GOODYEAR TIRE AND RUBBER COMPANY ENTER INTO A JOINT VENTURE
AGREEMENT
(Fort Smith, Arkansas, September 18, 2000)--Arkansas Best Corporation
(Nasdaq: "ABFS") announced today that its subsidiary, Treadco, Inc., has entered
into a joint venture agreement with The Goodyear Tire and Rubber Company that
will result in the formation of the world's largest network of new truck tire
sales, service and retread manufacturing centers. The joint venture will be
called Wingfoot Commercial Tire Systems LLC. This transaction is expected to
close by October 31, 2000. The closing is subject to approval from the Federal
Trade Commission.
Treadco is the largest independent commercial truck tire dealer and the
largest independent truck tire retreader in the United States. Treadco currently
has 59 production and sales locations providing new commercial truck tire sales,
commercial truck retread manufacturing and truck tire servicing throughout the
southern portion of the United States. Goodyear operates the largest network of
company-owned new and retread truck tire centers in the United States under the
trade names "Goodyear Commercial Tire and Service Centers" and "Brad Ragan Tire
Center". Goodyear's operations consist of 135 locations throughout the United
States.
Wingfoot will provide improved convenience and comprehensive service
coverage to existing Goodyear and Treadco customers by offering the largest
network of service centers in the nation. The corporate headquarters of Wingfoot
will be located in Fort Smith, AR. John R. Meyers will be the Chairman and Chief
Executive Officer of Wingfoot. He is currently the President and Chief Executive
Officer of Treadco. Michael R. Thomann, Goodyear's current Marketing Director
for Commercial Tires, will serve as Wingfoot's President and Chief Operating
Officer. Wingfoot's executive team will include other members of Treadco's
existing management who have many years of experience in the commercial truck
tire industry. Wingfoot will provide a solid platform for significant growth
opportunities in the commercial truck tire industry.
Under the terms of the joint venture agreement, Treadco and Goodyear will
contribute substantially all of the assets and liabilities of their respective
new truck tire sales, service and retread manufacturing operations to Wingfoot
in a non-taxable transaction. Following the joint venture, Goodyear will have an
approximate 60% ownership interest and Treadco will have an approximate 40%
ownership interest. The joint venture will be self-funding.
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Treadco has the right, at any time after April 30, 2003 and before April
30, 2004, to sell its entire joint venture interest to Goodyear for a "Put
Price" of $72.5 million, subject to adjustments based on the closing balance
sheet. Likewise, Goodyear has the right, at any time after April 30, 2003 until
October 31, 2004, to purchase Treadco's entire joint venture interest, for cash,
at a "Call Price" of $77.5 million, subject to adjustments based on the closing
balance sheet.
Arkansas Best intends to evaluate the future returns on Treadco's joint
venture interest in Wingfoot. As with its wholly owned subsidiaries, this
investment must generate returns that meet Arkansas Best's internal goals.
Because Treadco will be a minority owner in the joint venture, the assets
and results of the joint venture operations will not be consolidated into the
financial statements of Arkansas Best. The respective book and tax bases of
Treadco's joint venture investment are approximately $50.0 million and $60.0
million, respectively. Arkansas Best and Treadco will incur related transaction
costs for investment banking, accounting and legal fees and certain amounts to
be determined pursuant to employment agreements. These amounts are undetermined
at this time and the accounting for the entire transaction has not been
finalized.
THE FOLLOWING IS A "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: Statements contained in this press release that
are not based on historical facts are "forward-looking statements." Terms such
as "estimate," "expect," "predict," "plan," "anticipate," "believe," "intend,"
"should," "would," "scheduled," and similar expressions and the negatives of
such terms are intended to identify forward-looking statements. Such statements
are by their nature subject to uncertainties and risk, including but not limited
to union relations; availability and cost of capital; shifts in market demand;
weather conditions; the performance and needs of industries served by Arkansas
Best's subsidiaries; 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, the timing and amount of capital
expenditures; competitive initiatives and pricing pressures; general economic
conditions; and other financial, operational and legal risks and uncertainties
detailed from time to time in the Company's SEC public filings.
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
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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.
ARKANSAS BEST CORPORATION
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(Registrant)
Date: September 22, 2000 /s/ David E. Loeffler
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David E. Loeffler,
Vice President- Chief Financial
Officer and Treasurer
