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PG.62 O’REILLY AUTOMOTIVE 2008 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ese regulatory proceedings and other proceedings are subject to many uncertainties, and, given their complexity and scope, their nal
outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period the Company’s results of operations
and cash ow could be materially aected by an ultimate unfavorable resolution of these regulatory proceedings or matters subject to
indemnication depending, in part, upon the results of operations or cash ow for such period. However, at this time, management believes
that the ultimate outcome of all of these regulatory proceedings and matters subject to indemnication that are pending, aer consideration
of applicable reserves and potentially available insurance coverage benets, should not have a material adverse eect on the Company’s
consolidated nancial condition, results of operations and cash ows.
NOTE 15 – SHAREHOLDER RIGHTS PLAN
On May 7, 2002, the Board of Directors adopted a shareholder rights plan whereby one right was distributed for each share of common stock,
par value $.01 per share, of the Company held by stockholders of record (the “Rights”) as of the close of business on May 31, 2002. e Rights
initially 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
and expire on May 30, 2012. e Rights generally will be exercisable only if a person or group acquires benecial ownership of 15% or more of
the Company’s common stock or commences a tender or exchange oer upon consummation of which such person or group would benecially
own 15% or more of the Company’s common stock. If a person or group acquires benecial 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 an amount of common stock of the Company having a market value of twice the exercise price
of the Right. A copy of the Rights Agreement was led on June 3, 2002, with the Securities and Exchange Commission, as Exhibit 4.2 to the
Company’s report on Form 8-K.