SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
O'REILLY AUTOMOTIVE, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class Securities)
686091109
(CUSIP Number)
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7)
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Introductory Note
This Schedule 13G is being filed by Nicholas Company, Inc.,
an investment adviser registered under the Investment Advisers Act of
1940. One or more of Nicholas Company, Inc.'s advisory clients is
the legal owner of the securities covered by this statement.
Pursuant to investment advisory agreements with its advisory clients,
Nicholas Company, Inc. has the authority to direct the investments of
its advisory clients, and consequently to authorize the disposition
of the Issuer's shares.
This Schedule 13G is also being filed by Albert O.
Nicholas. Mr. Nicholas is the Chief Executive Officer, Chairman, a
director and majority shareholder of Nicholas Company, Inc., in which
capacity he exercises dispositive power over the securities reported
herein by the Nicholas Company, Inc. Mr. Nicholas, therefore, may be
deemed to have indirect beneficial ownership over such securities.
Unless otherwise indicated herein, Mr. Nicholas has no interest in
dividends or proceeds from the sale of such securities, owns no such
securities for his own account and disclaims beneficial ownership of
all the securities reported herein by the Nicholas Company, Inc.
The aggregate number and percentage of the Issuer's
securities to which this Schedule 13G relates is 666,000 shares
representing 3.13% of the Issuer's outstanding shares. The
beneficial ownership reported by Albert O. Nicholas and Nicholas
Company, Inc. relates to the same shares of the Issuer in which each
such reporting person has a separate beneficial interest.
As of December 31, 1998, Mr. Nicholas owned no shares of
the Issuer for his own account. He may be deemed to be the
beneficial owner of 666,000 shares of the Issuer as disclosed in Item
4(c) of the Schedule G.<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP NO. 686091109
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
ALBERT O. NICHOLAS, S.S. ###-##-####
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY:
- ---------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
ALBERT O. NICHOLAS IS A UNITED STATES CITIZEN
- ---------------------------------------------------------------------
5. SOLE VOTING POWER: 0
NUMBER OF ------------------------------------------------------
SHARES 6. SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON ------------------------------------------------------
WITH: 8. SHARED DISPOSITIVE POWER: 0
- ---------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
Refer to explanation of potential beneficial ownership
in the introductory Note and Item 4(c) hereof.
- ---------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
- ---------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
- ---------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP NO. 686091109
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Nicholas Company, Inc., I.D. No. 39-1091673
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY:
- ---------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
NICHOLAS COMPANY, INC. IS A WISCONSIN CORPORATION
- ---------------------------------------------------------------------
5. SOLE VOTING POWER: 0
NUMBER OF -------------------------------------------------------
SHARES 6. SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER: 666,000
REPORTING
PERSON -------------------------------------------------------
WITH: 8. SHARED DISPOSITIVE POWER: 0
- ---------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
666,000
- ---------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
- ---------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.13%
- ---------------------------------------------------------------------
12. TYPE OF REPORTING PERSON:
IA
- ---------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Item 1(a). Name of Issuer.
O'Reilly Automotive, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
233 South Patterson
Springfield, MO 65802
Item 2(a). Name of Persons Filing.
Albert O. Nicholas, Nicholas Company, Inc.
Item 2(b). Address of Principal Business Office or, if None,
Residence of All Persons Filing.
700 North Water Street
Milwaukee, Wisconsin 53202
Item 2(c). Citizenship.
Albert O. Nicholas - United States Citizen
Nicholas Company, Inc. - Wisconsin Corporation
Item 2(d). Title of Class of Securities
Common Stock, $.01 Par Value.
Item 2(e). CUSIP Number.
686091109
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see Sec.
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
<PAGE>
Item 4. Ownership.
The percent of the class owned, as of December 31 of the
year covered by this statement (1998) no longer exceeds five percent
for Nicholas Company, Inc., and the following information is provided
as of that date including an identification of those shares, if any,
which there is a right to acquire:
(a) Amount Beneficially Owned:
NICHOLAS COMPANY, INC. - 666,000
(b) Percent of Class:
NICHOLAS COMPANY, INC.: 3.13%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: NICHOLAS COMPANY, INC. -
666,000 shares
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Albert O. Nicholas is the Chief Executive Officer, Chairman,
director and majority shareholder of Nicholas Company, Inc. He owns
no shares of the Issuer for his individual account, but is deemed to
have beneficial ownership of the shares reported on the Schedule 13G
by virtue of his affiliation with Nicholas Company, Inc.
Nicholas Company, Inc. is an Investment Adviser registered
under the Investment Advisers Act of 1940 and some of its clients
have the right to receive dividends from securities which it manages,
however, no such client has an interest relating to more than five
percent of the class to which this Schedule G applies.
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
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.
Date: January 25, 1999
/s/ALBERT O. NICHOLAS
Albert O. Nicholas, in his
individual capacity and as Chief
Executive Officer and Chairman of
Nicholas Company, Inc.
<PAGE>
AGREEMENT RELATIVE TO THE
FILING OF SCHEDULE 13G
THIS AGREEMENT, made as of the 25th day of January, 1999, by
and between NICHOLAS COMPANY, INC., a Wisconsin corporation (an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940)(the "Adviser"), and ALBERT O. NICHOLAS, Chief
Executive Officer, Chairman, director and majority shareholder of the
Adviser (the "Affiliated Person");
WITNESSETH:
WHEREAS, the Affiliated Person and the Adviser are both
persons required, pursuant to 17 C.F.R.240.13d-1, to file a statement
containing the information required by Schedule G with respect to the
following Issuer:
O'REILLY AUTOMOTIVE, INC.
CUSIP No. 686091109
WHEREAS, the Affiliated Person and the Adviser are each
individually eligible to use Schedule G; and
WHEREAS, the Affiliated Person and the Adviser are each
responsible for the timely filing of said Schedule G and any
amendments thereto, and for the completion and accuracy of the
information concerning each, but not on behalf of any other, unless
any knows or has reason to know that the information concerning any
other is inaccurate; and
WHEREAS, the Schedule G attached hereto identifies all the
persons and contains the required information with regard to the
Affiliated Person and the Adviser so that it may be filed with the
appropriate persons, agencies and exchanges on behalf of each of
them; and
WHEREAS, the Affiliated Person and the Adviser desire to
file the Schedule 13G attached hereto on behalf of each of them.
NOW, THEREFORE, in consideration of the mutual agreements
and covenants set forth herein, the parties hereto agree that the
Schedule 13G attached hereto shall be executed by the Affiliated
Person, in his individual capacity and as president of the Adviser,
and filed with the appropriate persons, agencies and exchanges, on
behalf of both of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement Relative to the Filing of Schedule 13G as of the day, month
and year first above written.
/s/ALBERT O. NICHOLAS
Albert O. Nicholas, in his
individual capacity and as Chief
Executive Officer and Chairman of
Nicholas Company, Inc.
