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Treadco and Goodyear Enter Into a Joint Venture Agreement

18 September 2000

Treadco, Inc. and Goodyear Tire and Rubber Company Enter Into a Joint Venture Agreement

    FORT SMITH, Ark., Sept. 18 Arkansas Best Corporation announced today that its subsidiary,
Treadco, Inc., has entered into a joint venture agreement with The Goodyear
Tire and Rubber Company that will result in the formation of the world's
largest network of new truck tire sales, service and retread manufacturing
centers.  The joint venture will be called Wingfoot Commercial Tire Systems
LLC.  This transaction is expected to close by October 31, 2000.  The closing
is subject to approval from the Federal Trade Commission.
    Treadco is the largest independent commercial truck tire dealer and the
largest independent truck tire retreader in the United States.  Treadco
currently has 59 production and sales locations providing new commercial truck
tire sales, commercial truck retread manufacturing and truck tire servicing
throughout the southern portion of the United States.  Goodyear operates the
largest network of company-owned new and retread truck tire centers in the
United States under the trade names "Goodyear Commercial Tire and Service
Centers" and "Brad Ragan Tire Center".  Goodyear's operations consist of
135 locations throughout the United States.
    Wingfoot will provide improved convenience and comprehensive service
coverage to existing Goodyear and Treadco customers by offering the largest
network of service centers in the nation.  The corporate headquarters of
Wingfoot will be located in Fort Smith, AR.  John R. Meyers will be the
Chairman and Chief Executive Officer of Wingfoot.  He is currently the
President and Chief Executive Officer of Treadco.  Michael R. Thomann,
Goodyear's current Marketing Director for Commercial Tires, will serve as
Wingfoot's President and Chief Operating Officer.  Wingfoot's executive team
will include other members of Treadco's existing management who have many
years of experience in the commercial truck tire industry.  Wingfoot will
provide a solid platform for significant growth opportunities in the
commercial truck tire industry.
    Under the terms of the joint venture agreement, Treadco and Goodyear will
contribute substantially all of the assets and liabilities of their respective
new truck tire sales, service and retread manufacturing operations to Wingfoot
in a non-taxable transaction.  Following the joint venture, Goodyear will have
an approximate 60% ownership interest and Treadco will have an approximate
40% ownership interest.  The joint venture will be self-funding.
    Treadco has the right, at any time after April 30, 2003 and before April
30, 2004, to sell its entire joint venture interest to Goodyear for a "Put
Price" of $72.5 million, subject to adjustments based on the closing balance
sheet.  Likewise, Goodyear has the right, at any time after April 30,
2003 until October 31, 2004, to purchase Treadco's entire joint venture
interest, for cash, at a "Call Price" of $77.5 million, subject to adjustments
based on the closing balance sheet.
    Arkansas Best intends to evaluate the future returns on Treadco's joint
venture interest in Wingfoot.  As with its wholly owned subsidiaries, this
investment must generate returns that meet Arkansas Best's internal goals.
    Because Treadco will be a minority owner in the joint venture, the assets
and results of the joint venture operations will not be consolidated into the
financial statements of Arkansas Best.  The respective book and tax bases of
Treadco's joint venture investment are approximately $50.0 million and
$60.0 million, respectively.  Arkansas Best and Treadco will incur related
transaction costs for investment banking, accounting and legal fees and
certain amounts to be determined pursuant to employment agreements.  These
amounts are undetermined at this time and the accounting for the entire
transaction has not been finalized.