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.
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(Exact name of registrant as specified in its charter)
Missouri 0-21318 44-0618012
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(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
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James R. Batten
Vice-President of Finance
Chief Financial Officer and Treasurer
Dated: May 28, 2002
EXHIBIT INDEX
Exhibit Number Exhibit Description
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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
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O'REILLY AUTOMOTIVE ADOPTS STOCKHOLDER RIGHTS PLAN
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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.