SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
O'Reilly Automotive, Inc.
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(Exact name of registrant as specified in its charter)
Missouri 44-0618012
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(State of Incorporation or Organization) (IRS Employer Identification No.)
233 South Patterson, Springfield, Missouri 65802
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a If this form relates to the
registration of class of securities pursuant to Section 12(b) a class of
securities pursuant to Section of the Exchange Act and is effective pursu
12(g) of the Exchange Act and is effec ant to General Instruction A.(c),
please tive pursuant to General Instruction check the following A.(d), please
check the following box.|_| box. |X|
Securities Act registration statement file number to which this
form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1. Description of Securities To Be Registered.
On May 7, 2002, the Board of Directors of O'Reilly
Automotive, Inc. (the "Company") declared a dividend distribution of one Right
for each outstanding share of Company Common Stock to stockholders of record
at the close of business on May 31, 2002 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") at
a Purchase Price of $160 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and UMB Bank, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of
the outstand ing shares of Common Stock (the "Stock Acquisition Date"), other
than as a result of repurchases of stock by the Company or certain inadvertent
actions by institutional or certain other stockholders or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person. Certain existing stockholders of the
Company are excluded from the definition of "Acquiring Person" and the
triggering provisions of the Rights Agreement unless they acquire beneficial
ownership of additional shares of common stock in amounts and under certain
circumstances described in the Rights Agreement. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certifi cates, (ii) new
Common Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by
such certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M. (New York City time) on May 30, 2012, unless such
date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person,
except pursuant to an offer for all outstanding shares of Common Stock which
the independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders, after
receiving advice from one or more investment banking firms (a "Qualified
Offer"), each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at an exercise price of $160 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $320 worth of Common Stock (or other consideration, as
noted above) for $160. Assuming that the Common Stock had a per share value of
$32 at such time, the holder of each valid Right would be entitled to purchase
10 shares of Common Stock for $160.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation
(other than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the Common
Stock of the Company is changed or exchanged, or (iii) 50% or more of the
Company's assets, cash flow or earning power is sold or transferred, each
holder of a Right (except Rights which have previously been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivi sion, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one
one-hundredth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 redemption price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company or
in the event of the redemption of the Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement. The foregoing notwithstanding, no
amendment may be made at such time as the Rights are not redeemable, except to
cure any ambiguity or correct or supplement any provision contained in the
Rights Agreement which may be defective or inconsistent with any other
provision therein.
As of May 15, 2002, there were 52,949,682 shares of Common
Stock of the Company issued and outstanding and no shares of Common Stock of
the Company in the treasury. As of May 15, 2002, options to purchase 3,354,778
shares of Common Stock were outstanding. Each share of Common Stock of the
Company outstanding at the close of business on May 31, 2002, will receive one
Right. So long as the Rights are attached to the Common Stock, one additional
Right (as such number may be adjusted pursuant to the provisions of the Rights
Agreement) shall be deemed to be delivered for each share of Common Stock
issued or transferred by the Company in the future. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights, the
Company may issue Rights when it issues Common Stock only if the Board deems
it to be necessary or appropriate, or in connection with the issuance of
shares of Common Stock pursuant to the exercise of stock options or under
employee plans or upon the exercise, conversion or exchange of certain
securities of the Company. Nine hundred thousand (900,000) shares of Preferred
Stock are initially reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights being
acquired. The Rights, however, should not affect any prospective offeror
willing to make an offer at a price that is fair and not inadequate and
otherwise in the best interest of the Company and its stockholders. The Rights
should not interfere with any merger or other business combination approved by
the Board since the Board may, at its option, at any time until ten business
days following the Stock Acquisition Date redeem all but not less than all the
then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of May 7, 2002, between the
Company and UMB Bank, N.A., as Rights Agent, specifying the terms of the
Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
Item 2. Exhibits.
4.2 Rights Agreement, dated as of May 7, 2002, between O'Reilly
Automo tive, Inc. and UMB Bank, NA, as Rights Agent,
including the form of Certificate of Designation,
Preferences and Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of Rights as
Exhibit C.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 31, 2002 O'REILLY AUTOMOTIVE, INC.
By:/s/ James R. Batten
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Name: James R. Batten
Title: Vice-President of Finance,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit Description
4.2 Rights Agreement, dated as of May 7, 2002, between O'Reilly
Automotive, Inc. and UMB Bank, N.A., as Rights Agent,
including the form of Certificate of Designa tion, Preferences
and Rights as Exhibit A, the form of Rights Certificates as
Exhibit B and the Summary of Rights as Exhibit C.