-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SF61hQxZ2Yk4OByzNM+JhN4HyRmquBpvlXgyhUZhzmDjL9AWcIjBgaRs8sUsP77f 7Jj7vMemCpVvAonLU28TWg== 0000898173-02-000035.txt : 20020528 0000898173-02-000035.hdr.sgml : 20020527 20020528171107 ACCESSION NUMBER: 0000898173-02-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020531 ITEM INFORMATION: Other events FILED AS OF DATE: 20020528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: O REILLY AUTOMOTIVE INC CENTRAL INDEX KEY: 0000898173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 440618012 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21318 FILM NUMBER: 02663893 BUSINESS ADDRESS: STREET 1: 233 S PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 BUSINESS PHONE: 4178622674 MAIL ADDRESS: STREET 1: 233 SOUTH PATTERSON CITY: SPRINGFIELD STATE: MO ZIP: 65802 8-K 1 final20028k.txt O'REILLY AUTOMOTIVE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 28, 2002 Date of Report (Date of earliest event reported) O'REILLY AUTOMOTIVE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Missouri 0-21318 44-0618012 ----------------- ---------------- ----------------- (State or other (Commission File Number) I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 233 S. Patterson Springfield, MO 65802 (Address of principal executive offices, including zip code) (417) 862-2674 Registrant's telephone number, including area code Not applicable (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events. On May 17, 2002, the company made the announcement contained in the press release filed as Exhibit 99.1 to this Current Report. Item 7. Exhibits. (c) Exhibit - 99.1 Press Release dated May 17, 2002. 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 thereunto duly authorized. O'REILLY AUTOMOTIVE, INC. By: /s/ James R. Batten ------------------------------------- James R. Batten Vice-President of Finance Chief Financial Officer and Treasurer Dated: May 28, 2002 EXHIBIT INDEX Exhibit Number Exhibit Description ---------------- ------------------------------------- 99.1 Press release dated May 17, 2002 Exhibit 99.1 O'REILLY AUTOMOTIVE, INC. FOR IMMEDIATE RELEASE For further information contact: David O'Reilly James R. Batten (417) 862-2674 ________________________________________________________________________________ O'REILLY AUTOMOTIVE ADOPTS STOCKHOLDER RIGHTS PLAN ________________________________________________________________________________ Springfield, MO, May 17, 2002 -- O'Reilly Automotive Inc. (the "Company") (Nasdaq:ORLY), announced its Board of Directors has adopted a Stockholder Rights Plan in which rights will be distributed as a dividend at the rate of one Right for each share of common stock, par value $.01 per share, of the Company held by stockholders of record as of the close of business on May 31, 2002. The Rights Plan is designed to deter coercive takeover tactics including the accumulation of shares in the open market or through private transactions and to prevent an acquiror from gaining control of the Company without offering a fair and adequate price to all of the Company's stockholders. The Rights will expire on May 30, 2012. Each Right initially will entitle stockholders to buy a unit representing one one-hundredth of a share of a new series of preferred stock of the Company for $160. The Rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company's common stock. If a person of group acquires beneficial ownership of 15% or more of the Company's common stock, each Right (other than Rights held by the acquiror) will, unless the Rights are redeemed by the Company, become exercisable upon payment of the exercise price of $160 for common stock of the Company having a market value of twice the exercise price of the Right. A copy of the Stockholder Rights Plan will be filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----