SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11 - K
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
(X) SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-21318
A. Full title of the plan and the address of the plan, if different from that of
the Issuer named below.
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form 11-K are the
financial statements and the schedules thereto of the O'Reilly Automotive,
Inc. Profit Sharing and Savings Plan as required by Form 11-K, together
with the report thereon of Ernst & Young LLP, independent auditors, dated
June 11, 1999.
(b) Exhibits. A consent of Ernst and Young LLP is being filed as Exhibit 23 to
this Report.
<PAGE>
Financial Statements and Schedules
(Modified Cash Basis)
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Years ended December 31, 1998 and 1997
With Report of Independent Auditors
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Financial Statements
and Schedules
Years ended December 31, 1998 and 1997
Contents
Report of Independent Auditors.................................................1
Audited Financial Statements (Modified Cash Basis)
Statements of Net Assets Available for Plan Benefits...........................3
Statements of Changes in Net Assets Available for Plan Benefits
With Fund Information.....................................................4
Notes to Financial Statements..................................................6
Supplemental Schedules (Modified Cash Basis)
Item 27a - Schedule of Assets Held for Investment Purposes....................13
Item 27d - Schedule of Reportable Transactions................................14
A schedule of party-in-interest transactions has not been presented because
there were no party-in-interest transactions which are prohibited by ERISA
Section 406 and for which there is no statutory or administrative exemption.
Schedules of loans, fixed income obligations and leases in default or
uncollectible have not been presented, since such loans, fixed income
obligations or leases were not present.
<PAGE>
Report of Independent Auditors
The Plan Administrators and Participants
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits (modified cash basis) of the O'Reilly Automotive, Inc. Profit Sharing
and Savings Plan (the Plan) as of December 31, 1998 and 1997, and the related
statements of changes in net assets available for plan benefits (modified cash
basis) for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements have been prepared on the
modified cash basis, which is a comprehensive basis of accounting other than
generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the Plan's net assets available for plan benefits
(modified cash basis) at December 31, 1998 and 1997, and changes in its net
assets available for plan benefits (modified cash basis) for the years then
ended on the basis of accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
(modified cash basis) of assets held for investment purposes as of December 31,
1998 and reportable transactions for the year then ended are presented for
purposes of additional analysis and are not a required part of the financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The fund information in the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules (modified cash
basis) and fund information have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Ernst & Young LLP
Kansas City, Missouri
June 11, 1999
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Statements of Net Assets Available for Plan Benefits
(Modified Cash Basis)
<TABLE>
<CAPTION>
December 31,
1998 1997
----------- -----------
<S> <C> <C>
Assets
Investments (Note 3):
Common collective trusts, at fair value $14,827,076 $9,499,081
Registered investment company funds,
at fair value 1,545,018 --
O'Reilly Automotive, Inc. stock fund 19,295,815 9,706,933
Participant loans 674,103 --
----------- -----------
Net assets available for plan benefits $36,342,012 $19,206,014
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Statements of Changes in Net Assets Available
for Plan Benefits with Fund Information
(Modified Cash Basis)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Fidelity
Stable Intermediate Advisor Neuberger
Value & Long Asset Growth Janus & Berman
Government Term Management Equity Opportun- Worldwide Genesis
Fund Bond Fund Fund Index Fund ities Fund Fund
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributable to investment income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments $ 169,148 $ 99,056 $ 545,836 $1,037,692 $ 62,771 (16,520) (8,110)
Contributions:
Employer -- -- -- -- -- -- --
Employee 318,787 149,632 367,414 473,234 72,210 48,085 28,477
Plan transfer per acquisition 2,928,026 -- 229,070 231,260 1,108,530 91,779 --
--------------------------------------------------------------------------------------
3,246,813 149,632 596,484 704,494 1,180,740 139,864 28,477
--------------------------------------------------------------------------------------
Total additions 3,415,961 248,688 1,142,320 1,742,186 1,243,511 123,344 20,367
Deductions from net assets
attributable to
Distributions to participants (402,535) (65,795) (164,542) (203,827) (41,903) (28,917) (581)
--------------------------------------------------------------------------------------
Total deductions (402,535) (65,795) (164,542) (203,827) (41,903) (28,917) (581)
--------------------------------------------------------------------------------------
Net increase prior to interfund
transfers 3,013,426 182,893 977,778 1,538,359 1,201,608 94,427 19,786
Interfund transfers, net 488,206 (239,347) (425,016) (208,304) 6,347 195,580 27,270
--------------------------------------------------------------------------------------
Net increase (decrease) 3,501,632 (56,454) 552,762 1,330,055 1,207,955 290,007 47,056
Net assets available for benefits
Beginning of year 1,482,087 1,357,928 3,051,940 3,607,126 -- -- --
--------------------------------------------------------------------------------------
End of year $ 4,983,719 $1,301,474 $3,604,702 $4,937,181 $1,207,955 $290,007 $47,056
======================================================================================
</TABLE>
See accompanying notes.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Statements of Changes in Net Assets Available
for Plan Benefits with Fund Information (continued)
(Modified Cash Basis)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
----------------------------------------
O'Reilly
Automotive,
Inc. Participant
Stock Fund Loans Total
----------------------------------------
<S> <C> <C> <C>
Additions to net assets attributable to investment income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments $ 8,269,105 $ -- $10,185,978
Contributions:
Employer 1,603,038 -- 1,603,038
Employee 579,549 -- 2,037,388
Plan transfer per acquisition 367,990 4,956,655
-----------------------------------------
2,182,587 367,990 8,597,081
-----------------------------------------
Total additions 10,478,692 367,990 18,783,059
Deductions from net assets
attributable to
Distributions to participants (723,489) (15,472) (1,647,061)
-----------------------------------------
Total deductions (723,489) (15,472) (1,647,061)
-----------------------------------------
Net increase prior to interfund 9,755,203 352,518 17,135,998
transfers
Interfund transfers, net (166,321) 321,585 --
-----------------------------------------
Net increase (decrease) 9,588,882 674,103 17,135,998
Net assets available for benefits
Beginning of year 9,706,933 -- 19,206,014
-----------------------------------------
End of year $19,295,815 $674,103 $36,342,012
=========================================
</TABLE>
See accompanying notes.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
with Fund Information
(Modified Cash Basis)
<TABLE>
<CAPTION>
Year Ended December 31, 1997
--------------------------------------------------------------------------------
O'Reilly
Principal Automotive,
Preservation Intermediate Balanced Value Plus Inc.
Fund Bond Fund Fund Equity Fund Stock Fund Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributable to investment income:
Net realized and unrealized
appreciation in fair value
of investments $ 79,431 $ 90,961 $ 313,444 $ 589,740 $3,415,225 $ 4,488,801
Contributions:
Employer -- -- -- -- 1,279,856 1,279,856
Employee 192,013 159,687 372,569 466,670 404,643 1,595,582
--------------------------------------------------------------------------------
192,013 159,687 372,569 466,670 1,684,499 2,875,438
--------------------------------------------------------------------------------
Total additions 271,444 250,648 686,013 1,056,410 5,099,724 7,364,239
Deductions from net assets attributable to
Distributions to participants (250,334) (118,064) (169,448) (238,735) (476,628) (1,256,209)
--------------------------------------------------------------------------------
Total deductions (250,334) (118,064) (169,448) (238,735) (476,628) (1,256,209)
--------------------------------------------------------------------------------
Net increase prior to interfund
transfers 21,110 132,584 516,565 817,675 4,620,096 6,108,030
Interfund transfers, net 25,464 (74,295) (119,945) (95,706) 264,482 --
--------------------------------------------------------------------------------
Net increase 46,574 58,289 396,620 721,969 4,884,578 6,108,030
Net assets available for benefits
Beginning of year 1,435,513 1,299,639 2,655,320 2,885,157 4,822,355 13,097,984
--------------------------------------------------------------------------------
End of year $1,482,087 $1,357,928 $3,051,940 $3,607,126 $9,706,933 $19,206,014
================================================================================
</TABLE>
See accompanying notes.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements
December 31, 1998 and 1997
1. Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies of the
OReilly Automotive, Inc. (the Company) Profit Sharing and Savings Plan (the
Plan):
Basis of Presentation
The accompanying financial statements have been prepared on the modified cash
basis of accounting, which is a comprehensive basis of accounting other than
generally accepted accounting principles. Under this basis, contributions are
recorded when received rather than in the period to which they relate, and
expenses are recorded when paid rather than when incurred.
Valuation of Investments
The value of investments in common collective trusts, registered investment
company funds and in the O'Reilly Automotive, Inc. Stock Fund is based on quoted
market values received from Bankers Trust on the last business day of the plan
year.
Use of Estimates
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Plan Merger
Effective January 31, 1998, the Company acquired 100% of the outstanding capital
stock of Hi-Lo Automotive, Inc. and its subsidiaries. The plan assets of the
profit sharing plan of the acquired company were rolled over into the O'Reilly
Automotive, Inc. Profit Sharing and Savings Plan in July 1998.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
2. Description of the Plan
The following description of the Plan is provided for general information only.
Participants should refer to the plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution pension plan providing retirement benefits to
substantially all employees of the Company who have attained age 21 and
completed six months and at least 1,000 hours of service in a
12-consecutive-month period of employment. The Plan is sponsored by the Company
and is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
The Plan allows participants to contribute up to 15% of their annual
compensation to the Plan. At its discretion, the Company has elected to
contribute 50% of each employee's voluntary contribution up to 2% of the
employee's compensation and 25% of the next 2% of each employee's voluntary
contribution. Additionally, the Company may make voluntary contributions to the
Plan annually, as determined by its Board of Directors, up to a maximum
aggregate company contribution of 15% of participants' annual compensation. All
employer contributions made after December 31, 1993 will be invested in the
O'Reilly Automotive, Inc. Stock Fund. During the years ended December 31, 1998
and 1997, the Plan received discretionary contributions from the Company
amounting to $1,070,000 and $884,000, respectively, not including matching
contributions.
Each participant's account is credited with the participant's contribution and
an allocation of the Company's contribution, plan earnings and forfeitures of
terminated participants' non vested accounts. Allocations of company
contributions and forfeitures of terminated participants' non-vested accounts
are based on participant earnings. Allocations of plan earnings are based on
participants' account balances.
Participants are immediately vested with respect to their voluntary
contributions. With respect to employer contributions, participants become 20%
vested after three years of service with the Company. Vesting increases in 20%
increments annually to 100% after seven years.
Effective July 1, 1998, participating employees are entitled to borrow from the
Plan the lesser of $50,000 or 50% of the employee's vested account balance at a
rate equal to one percentage point above the prime interest rate in effect as
reported in the Wall Street Journal on the last business day of the month prior
to the date the loan is made. Loans are repaid by payroll deductions over a
period no longer than ten years.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of <PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
2. Description of the Plan (continued)
ERISA. In the event of plan termination, participants will become 100% vested in
their accounts.
Benefit distributions are payable in monthly installments to the beneficiary or
in a lump sum, as elected by the participant. At December 31, 1998 and 1997,
terminated employees had approximately $669,000 and $104,000, respectively,
included in net assets available for plan benefits which were to be paid in 1999
and 1998, respectively. The Company currently pays 100% of the administrative
expenses associated with the Plan.
Under the provisions of the Plan, participants may elect to have their
contributions invested in one or more of the following funds:
Stable Value Government Fund - Invests in a diversified mix of intermediate
term bonds and purchases book value liquidity contracts from financial
institutions to provide price stability. Formerly administered by
NationsBank as the Principal Preservation Fund.
Intermediate & Long Term Bond Fund - Invests in a range of intermediate to
long-term bonds, including U.S. Treasury and agency bonds, corporate bonds,
and mortgage-backed securities. Formerly administered by NationsBank as the
Intermediate Bond Fund.
Asset Management Fund - Invests in a diversified mix of stocks, bonds, and
cash to seek higher returns with reduced risk. Formerly administered by
NationsBank as the Balanced Fund.
Equity Index Fund - Designed to replicate the risk and return
characteristics of the Standard & Poor's 500 index, consisting of the 500
largest U.S. companies. Formerly administered by NationsBank as the Value
Plus Equity Fund.
Fidelity Advisor Growth Opportunities Fund - Seeks capital appreciation,
through a primary focus on medium to large cap stocks using growth and
value styles (may occasionally hold equity alternatives).
Janus Worldwide Fund - Invests primarily in common stocks of foreign and
domestic companies seeking long-term growth of capital.
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
2. Description of the Plan (continued)
Neuberger & Berman Genesis Trust - Invests in common stocks of companies
with small market capitalizations seeking capital appreciation.
O'Reilly Automotive, Inc. Stock Fund - Invests in the common stock of
O'Reilly Automotive, Inc. with the goal of providing long-term
participation in the ownership and profitability of the Company. In August
1997, a 100% stock dividend was paid to all shareholders of record as of
July 31, 1997. The balance in the O'Reilly Automotive, Inc. Stock Fund at
December 31, 1998 and 1997, includes $7,390,751 and $5,787,713,
respectively, representing Company contributions to the fund and earnings
thereon, which are not subject to participant investment direction.
3. Investments
At December 31, 1998, the Plan's investments are held by Bankers Trust, in a
bank-administered trust fund. At December 31, 1997, the Plan investments were
held by the former plan administrator, Boatmen's Trust Company. The trustee has
full discretionary authority for the purchase and sale of investments, subject
to certain restrictions as specified in the trust agreement and in ERISA.
At December 31, the fair value of individual investments that represent 5% or
more of the Plan's net assets available for benefits is as follows:
<TABLE>
<CAPTION>
1998 1997
------------ -------------
<S> <C> <C>
Bankers Trust common collective trusts:
Stable Value Government Fund $4,983,719 $ --
Intermediate & Long Term Bond Fund 1,301,474 --
Asset Management Fund 3,604,702 --
Equity Index Fund 4,937,181 --
NationsBank common collective trusts:
Principal Preservation Fund -- 1,482,087
Intermediate Bond Fund -- 1,357,928
Balanced Fund -- 3,051,940
Value Plus Equity Fund -- 3,607,126
O'Reilly Automotive, Inc. Stock Fund 19,295,815 9,706,933
</TABLE>
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
3. Investments (continued)
During 1998 and 1997, the Plan's investments (including investments bought and
sold, as well as held, during the year) appreciated (depreciated) in fair value
as follows: <TABLE> <CAPTION>
Net Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
---------------- --------------
<S> <C> <C>
Year ended December 31, 1998
Fair value as determined by quoted market prices of the underlying securities:
Stable Value Government Fund $ 169,148 $ 4,983,719
Intermediate & Long Term Fund 99,056 1,301,474
Asset Management Fund 545,836 3,604,702
Equity Index Fund 1,037,692 4,937,181
Fidelity Advisor Growth Opportunities Fund 62,771 1,207,955
Janus Worldwide Fund (16,520) 290,007
Neuberger & Berman Genesis Trust (8,110) 47,056
O'Reilly Automotive, Inc. Stock Fund 8,296,105 19,295,815
Participant loans -- 674,103
------------ -------------
$10,185,978 $36,342,012
============ =============
Year ended December 31, 1997
Fair value as determined by quoted market
prices of the underlying securities:
Principal Preservation Fund $ 79,431 $ 1,482,087
Intermediate Bond Fund 90,961 1,357,928
Balanced Fund 313,444 3,051,940
Value Plus Equity Fund 589,740 3,607,126
O'Reilly Automotive, Inc. Stock Fund 3,415,225 9,706,933
------------ ------------
$4,488,801 $19,206,014
============ ============
</TABLE>
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated February 7, 1995, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan has been
amended since receiving the latest tax determination letter. However, the Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
5. Subsequent Events
Effective February 1, 1999, the Company transferred all assets from Bankers
Trust to a new plan administrator, SunTrust Bank, Central Florida, N.A.
6. Year 2000 Issue (unaudited)
The Company is developing a plan to modify its internal information technology
to be ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. The
Company does not expect this project to have significant effect on plan
operations. <PAGE>
Supplemental Schedules
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
(Modified Cash Basis)
December 31, 1998
<TABLE>
<CAPTION>
Number of
Identify of Issue Shares Cost Fair Value
- ------------------------------------------------- ----------- ------------- --------------
<S> <C> <C> <C>
Bankers Trust common collective trusts*:
Stable Value Government Fund $ 4,685,034 $ 4,983,719
Intermediate & Long Term Bond Fund 1,050,123 1,301,474
Asset Management Fund 2,427,873 3,604,702
Equity Index Fund 2,862,471 4,937,181
Registered investment company funds:
Fidelity Advisor Growth Opportunities Fund 1,141,534 1,207,955
Janus Worldwide Fund 276,147 290,007
Neuberger & Berman Genesis Trust 49,557 47,056
O'Reilly Automotive, Inc. Stock Fund* 417,206 8,665,096 19,295,815
Participant Loans (interest rates ranging from
7.0% to 10.0%) 674,103 674,103
------------- -------------
$21,831,938 $36,342,012
============= =============
</TABLE>
*Party-in-interest to the Plan
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
Item 27d - Schedule of Reportable Transactions
(Modified Cash Basis)
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current
Identity of Party Cost of Value of Net Gain
Involved Description of Assets Purchases Sales Assets Assets (Loss)
- ------------------ --------------------------------------- --------------- ------------- ------------- ------------- ------------
Category (i) - Single transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C> <C>
NationsBank** Principal Preservation Fund $ -- $1,482,087 $1,288,542 $1,482,087 $193,545
Bankers Trust* Stable Value Government Fund 1,482,087 -- 1,482,087 1,482,087 --
NationsBank** Intermediate Bond Fund -- 1,357,928 1,150,267 1,357,928 207,661
Bankers Trust* Intermediate & Long Term Bond Fund 1,357,928 -- 1,357,928 1,357,928 --
NationsBank** Balanced Fund -- 3,051,940 2,231,634 3,051,940 820,306
Bankers Trust* Asset Management Fund 3,051,940 -- 3,051,940 3,051,940 --
NationsBank** Value Plus Equity Fund -- 3,607,126 2,335,049 3,607,126 1,272,077
Bankers Trust* Equity Index Fund 3,607,126 -- 3,607,126 3,607,126 --
Bankers Trust* O'Reilly Automotive, Inc. Stock Fund 1,070,000 -- 1,070,000 1,070,000 --
Bankers Trust* Stable Value Government Fund 2,928,026 -- 2,928,026 2,928,026 --
Bankers Trust* Stable Value Government Fund -- 2,933,083 2,928,026 2,933,083 5,057
Bankers Trust* Fidelity Advisor Growth
Opportunities Fund 1,057,350 -- 1,057,350 1,057,350 --
Bankers Trust* Fidelity Advisor Growth
Opportunities Fund -- 1,008,352 1,057,350 1,008,352 (48,998)
Category (ii) - Series of transactions in exess of 5% of plan assets
NationsBank** Principal Preservation Fund -- 1,482,087 1,288,542 1,482,087 $193,545
(1 sale)
Bankers Trust* Stable Value Government Fund 8,896,767 -- 8,896,767 8,896,767 --
(115 purchases)
Bankers Trust* Stable Value Government Fund -- 4,081,568 4,018,187 4,081,568 63,381
(134 sales)
NationsBank** Intermediate Bond Fund -- 1,357,928 1,150,267 1,357,928 207,661
(1 sale)
Bankers Trust* Intermediate & Long Term Bond Fund 1,608,742 -- 1,608,742 1,608,742 --
(40 purchases)
NationsBank** Balanced Fund -- 3,051,940 2,231,634 3,051,940 820,306
(1 sale)
Bankers Trust* Asset Management Fund 4,197,313 -- 4,197,313 4,197,313 --
(71 purchases)
Bankers Trust* Asset Management Fund -- 1,138,446 949,133 1,138,446 189,313
(128 sales)
NationsBank** Value Plus Equity Fund -- 3,607,126 2,335,049 3,607,126 1,272,077
(1 sale)
Bankers Trust* Equity Index Fund 5,003,044 -- 5,003,044 5,003,044 --
(78 purchases)
Bankers Trust* Equity Index Fund -- 1,103,592 868,495 1,103,592 235,097
(127 sales)
Bankers Trust* O'Reilly Automotive, Inc.
Stock Fund 4,625,605 -- 4,625,605 4,625,605 --
(160 purchases)
Bankers Trust* O'Reilly Automotive, Inc.
Stock Fund -- 3,332,699 2,179,308 3,332,699 1,153,391
(121 sales)
Bankers Trust* Fidelity Advisor Growth
Opportunities Fund 2,399,154 -- 2,399,154 2,399,154 --
(36 purchases)
Bankers Trust* Fidelity Advisor Growth
Opportunities Fund -- 1,207,906 1,257,619 1,207,906 (49,713)
(30 sales)
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1998.
*Party-in-interest to the Plan
*Formerly a party-in-interest to the Plan
<PAGE>
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan
FORM 11-K
Exhibit Index
Exhibit
Number Exhibit
- ------- ---------------------------------------------------------------------
23 Consent of Ernst & Young LLP
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-73892) pertaining to the Profit Sharing and Savings Plan of O'Reilly
Automotive, Inc. of our report dated June 11, 1999, with respect to the
financial statements and schedules of the O'Reilly Automotive, Inc. Profit
Sharing and Savings Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1998.
By: /s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP
Kansas City, Missouri
June 29, 1999
