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
Date of report (Date of earliest event reported): May 2, 2005
O'REILLY AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 44-0618012
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(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
233 S. Patterson
Springfield, Missouri 65802
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(Address of Principal Executive Offices)(Zip Code)
417-862-6708
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(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-d(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item 1.01 - Entry Into a Material Definitive Agreement
On May 2, 2005, O'Reilly Automotive, Inc. (the "Registrant") entered into a
definitive agreement with Midwest Auto Parts Distributors ("Midwest") pursuant
to which the Registrant has agreed to acquire all of the outstanding capital
stock of Midwest for $61 million in cash. The transaction is expected to close
on May 31, 2005, and is subject to customary closing conditions. There are no
material relationships between the Registrant or its affiliates and Midwest
other than the definitive agreement.
Item 9.01 - Financial Statements and Exhibitis
On May 2, 2005, the Registrant issued a press release announcing the
transaction. The press release is attached hereto as Exhibiti 99.1.
Exhibit
Number Description
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99.1 Press Release dated May 2, 2005
The information in this Current Report on Form 8-K, including the exhibit
hereto, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.
SIGNATURE
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 hereunto duly authorized.
Date: May 4, 2005
O'REILLY AUTOMOTIVE, INC.
By:/s/ James R. Batten
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James R. Batten
Executive Vice President of Finance
Chief Financial Officer and Treasurer
(principal financial officer)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For further information contact: Greg Henslee
James R. Batten
(417) 862-3333
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O'REILLY AUTOMOTIVE ANNOUNCES PURCHASE OF
MIDWEST AUTO PARTS DISTRIBUTORS
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Springfield, MO, May 2, 2005 -- O'Reilly Automotive, Inc. ("O'Reilly") (Nasdaq:
ORLY) today announced that it has entered into a definitive agreement to
purchase all of the outstanding stock of W.E. Lahr Company and it's subsidiary
Midwest Auto Parts Distributors, Inc. & affiliates ("Midwest"), headquartered in
St. Paul, Minnesota.
Under the terms of the agreement, O'Reilly will purchase all of the outstanding
stock of Midwest for $61 million in cash. The transaction is subject to
customary closing conditions. The transaction is expected to close May 31, 2005.
Midwest operates 71 stores in Minnesota, Montana, South Dakota, Wisconsin and
Wyoming that receive nightly delivery from one of their distribution centers
located in St. Paul, Minnesota and Billings, Montana. Midwest recorded $98.7
million in sales for the fiscal year ending September 30, 2004. W.E. Lahr
Company has been in business for 70 years as a major warehouse distributor,
local jobber and retailer of automotive aftermarket parts. With this
acquisition, Midwest's current operations will be a compliment to O'Reilly's
already successful dual market strategy and expand O'Reilly's presence to
twenty-four contiguous states.
Greg Henslee, Chief Executive Officer of O'Reilly, stated, "We are very excited
about the growth opportunities and the great new markets that the acquisition of
Midwest will bring. We view Midwest as a good fit both geographically and
operationally."
Ted Wise, Chief Operating Officer stated, "Not only will we be adding 71 new
stores in 5 new states, but we will also be welcoming nearly 700 Midwest team
members to Team O'Reilly, where their knowledge and customer relationships will
be a key to our success in those markets. In addition we are excited about the
opportunity to continue serving the needs of the 108 independent jobber
customers currently served by Midwest".
Jim Bartholomew, CEO of Midwest stated, "We believe the synergistic benefits of
this combination will greatly enhance our program offering to our customers and
provide expanded growth opportunities for our employees. Midwest's owner, Bill
Lahr, passed away last fall. Bill had great respect for the O'Reilly family and
their business model, and had Midwest adopt many of their strategies."
O'Reilly will add approximately 160 new stores for 2005, in addition to the 71
new stores from the Midwest acquisition. The company anticipates this
transaction to be accretive to earnings for 2005. Further guidance will be given
following the closing of the transaction.
O'Reilly Automotive, Inc. is one of the largest specialty retailers of
automotive aftermarket parts, tools, supplies, equipment and accessories in the
United States, serving both the do-it-yourself and professional installer
markets. Founded in 1957 by the O'Reilly family, the Company operated 1,286
stores within the states of Alabama, Arkansas, Florida, Georgia, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nebraska,
North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia as of
March 31, 2005.
The Company claims the protection of the safe-harbor for forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements can be identified by forward-looking words such as
"expect," "believe," "anticipate," "good," "plan," "intend," "estimate,"
"project," "will" or similar words. In addition, statements contained within
this press release that are not historical facts are forward-looking statements,
such as statements discussing among other things, expected growth, store
development and expansion strategy, business strategies, future revenues and
future performance. These forward-looking statements are based on estimates,
projections, beliefs and assumptions and are not guarantees of future events and
results. Such statements are subject to risks, uncertainties and assumptions,
including, but not limited to, competition, product demand, the market for auto
parts, the economy in general, inflation, consumer debt levels, governmental
approvals, our ability to hire and retain qualified employees, risks associated
with the integration of acquired businesses, weather, terrorist activities, war
and the threat of war. Actual results may materially differ from anticipated
results described or implied in these forward-looking statements. Please refer
to the Risk Factors sections of the Company's Form 10-K for the year ended
December 31, 2004, for more details.