Big O Tires reports lawsuit to stop proposed purchase by Dealer-Management Group.ENGLEWOOD, Colo.--(BUSINESS WIRE)--Dec. 21, 1994--Big O Tires Inc. (NASDAQ/NMS:BIGO) announced that a lawsuit was commenced against Big O Tires, Inc. ("Big O") and its nine directors in District Court, Clark County, Nevada Clark County is a county located in the U.S. state of Nevada. It is the most populous county in Nevada (2006 population estimate 1,912,654), and contains the city of Las Vegas. , asking the Court to certify all Big O shareholders as a class and to enjoin To direct, require, command, or admonish. Enjoin connotes a degree of urgency, as when a court enjoins one party in a lawsuit by ordering the person to do, or refrain from doing, something to prevent permanent loss to the other party or parties. the Dealer-Management group's offer to purchase Big O. The lawsuit seeks to enjoin the implementation of the recently adopted shareholder rights plan, obtain unspecified damages, require the disclosure of Big O's internal forecasts and award Plaintiff's their attorneys' fees and costs, including experts' fees. The lawsuit also requests that the Court order the Directors to carry out their fiduciary duties to the Plaintiffs and the other members of the class by announcing their intention to cooperate and do all that is necessary to encourage the buy-out or takeover of Big O by enhancing Big O's attractiveness as a merger/acquisition candidate, effectively exposing Big O to the marketplace in an effort to create an active auction of Big O, act independently and resolve all conflicts of interest in the best interests of the class. If the contemplated transaction with the Dealer-Management group is consummated, the Court is asked to rescind To declare a contract void—of no legal force or binding effect—from its inception and thereby restore the parties to the positions they would have occupied had no contract ever been made. rescind v. the transaction and, among other actions, award rescissionary damages. Chairman of the Board of Big O, John E. Siipola, stated that "after consulting with our attorneys, we believe that we will prevail in this litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. . Our investment bankers have investigated and reviewed many contacts over the several months since the shareholder proposal directed the Board to review all alternatives for enhancing Big O's value. We believe that this represents the best transaction that we have evaluated." Mr. Kenneth W. Pavia, Sr., general partner of the Balboa Investment Group, L.P. (Balboa), one of Big O's largest shareholders, and proponent of the shareholder proposal, states that "the proposed management-dealer buy out is clearly in the shareholders best interest." Big O Tires, Inc. is one of the largest independent retail tire and auto service franchisors in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , with 370 stores in 18 states primarily in the West and Midwest. The Company also distributes tires and other automotive products to 41 Associated Dealers in British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography , Canada. It is the sole distributor of its Big O brand tires and a major distributor of other brands such as Michelin, B.F. Goodrich and Uniroyal, as well as aftermarket Aftermarket See: Secondary market. aftermarket See secondary market. suspension parts manufactured by Monroe Auto Equipment. Big O Tires' common stock is traded on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on National Market System under the symbol BIGO. CONTACT: Big O Tires Inc., Englewood
Beth Hayne, Philip J. Teigen, 303/790-2800
Fax, 303/790-0225
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