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): June 11, 2008
O’REILLY AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
| Missouri | 000-21318 | 44-0618012 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
233 South Patterson
Springfield, Missouri 65802
(Address of principal executive offices, Zip code)
(417) 862-6708
(Registrant’s telephone number, including area code)
(Not Applicable)
(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):
| x | 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-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 – Other Events
| Item 8.01. | Other Events. |
On June 11, 2008, O’Reilly Automotive, Inc. (“O’Reilly”) issued a joint press release with CSK Auto Corporation (“CSK”) announcing that it commenced an exchange offer for all of the outstanding shares of CSK common stock pursuant to their previously announced definitive merger agreement dated April 1, 2008. Subject to the terms and conditions of the offer, CSK stockholders will receive between 0.3673 and 0.4285 shares of O’Reilly common stock plus $1.00 in cash (subject to possible reduction as described in the offer documents) for each share of CSK common stock that they tender in the exchange offer. A copy of the press release is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated June 11, 2008 |
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 hereunto duly authorized.
| Date: June 11, 2008 | O’REILLY AUTOMOTIVE, INC. | |||
| By: | /s/ Thomas McFall | |||
| Thomas McFall | ||||
| Chief Financial Officer | ||||
| (principal financial officer) | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release dated June 11, 2008 |