Corporate Profile

Arkansas Best Corporation, (the “Company”) is engaged, through its motor carrier subsidiaries, in less-than-truckload (“LTL”) shipments of general commodities. The Company is also engaged, through its 46%-owned subsidiary, Treadco, Inc. (“Treadco”), in truck tire retreading and new truck tire sales and, through its freight forwarding subsidiaries, in intermodal marketing and freight logistics services.

ABF Freight System, Inc. (“ABF”) founded in 1935, is the Company’s largest motor carrier subsidiary and currently accounts for approximately 77% of the Company’s consolidated revenues (revenue percentages of total revenue in this discussion are based on 1994 amounts adjusted to consider the anticipated full-year impact of the Clipper acquisition discussed below). Based on revenues for 1994, as reported to the Interstate Commerce Commission (the “ICC”), ABF has grown to the 5th largest LTL motor carrier of general commodities in the United States from the 48th largest in 1965.

Clipper Exxpress Company (“Clipper”), the Company’s largest freight forwarding subsidiary, was acquired in 1994 and currently accounts for approximately 8% of the Company’s consolidated revenues. Clipper is a knowledge-based intermodal marketing and freight logistics company.

Treadco, which currently accounts for approximately 11% of the Company’s consolidated revenues, is the nation’s largest independent tire retreader for the trucking industry and the second largest commercial truck tire dealer.

Historical Background

In July 1988, the Company was acquired in a leveraged buyout by a corporation organized by Kelso & Company, L.P., the predecessor of Kelso & Company, Inc.

In May 1992, the Company completed a recapitalization, which included (i) an initial public offering of Common Stock par value $.01 (the “Common Stock”) by the Company, the net proceeds of which were used to repurchase approximately $114 million in principal amount of its 14% Senior Subordinated Notes due 1998 (the “Notes”) pursuant to a tender offer and related consent solicitation and to pay related fees and expenses, and (ii) the refinancing of the Company’s existing bank indebtedness.

On November 13, 1992, the Company repurchased approximately 4,439,000 shares of Common Stock beneficially owned by Kelso Best Partners, L.P. for approximately $55.5 million in the aggregate, or $12.50 per share (a discount of $1.50 per share to the then quoted NASDAQ/ NMS sale price). Prior to the repurchase, Kelso Partners was the Company’s largest stockholder, with beneficial ownership of approximately 21.7% of the total outstanding shares of the Company’s Common Stock.