UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-12
Discount Auto Parts, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________________--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________--------------------------------------------------------------------------------
5) Total fee paid:
________________________________________________________________________________--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________--------------------------------------------------------------------------------
3) Filing Party:
________________________________________________________________________________--------------------------------------------------------------------------------
4) Date Filed:
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Forward Looking Statements
This release may contain forward-looking statements, which reflectOn October 15, 2001, Advance Auto Parts, Inc. filed with the current
viewsSecurities and
Exchange Commission Amendment No. 1 to its Registration Statement on Form S-4,
File No. 333-68858. By way of that Amendment Discount Auto Parts, with respectInc. is deemed
to certain events that could have an
effect onfiled preliminary proxy materials. Those materials contain additional
and revised information regarding the proposed business combination transaction
among Advance, Discount Auto Parts' future financial performance. These statements
include the words "expect," "expected" and similar expressions. Any such
forward-looking statements are subject to various risks and uncertainties that
could cause actual results to differ materially from historical results or those
currently anticipated.
These risks and uncertainties include, but are not limited to, increased
competition, extent of market demand for auto parts, availability of inventory
supply, inventory shrinkage, propriety of inventory mix, adequacy and perception
of customer service, product quality and defect experience, availability of and
ability to take advantage of vendor pricing programs and incentives, sourcing
availability, rate of new store openings, cannibalization of store sites, mix of
types of merchandise sold, governmental regulation of products, weather, new
store development, performance of information systems, effectiveness of
deliveries from the distribution center, ability to hire, train and retain
qualified team members, availability of quality store sites, ability to
successfully implement the commercial delivery service, credit risk associated
with the commercial delivery service, environmental risks, availability of
expanded and extended credit facilities, ability to successfully and efficiently
establish and coordinate operations at the second distribution center and other
risks. In addition, specific risks and uncertainties associated with the
recently announced proposed merger with Advance Auto Parts include, but are not
limited to: (1) the risk that the businesses of Advance Auto Parts, and Discount
Auto Parts will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected efficiencies and
cost savings fromother parties. The information
contained in the merger may not be fully realized or realized within the
expected time frame; (3) revenues following the merger may be lower than
expected; (4) operating costs, customer loss and business disruption following
the merger, including, without limitation, difficulties in maintaining
relationships with suppliers and employees, may be greater than expected; (5)
inability to obtain or meet conditions imposed for governmental approval for the
merger or merger schedule; (6) the failure of Discount Auto Parts' stockholders
to approve the merger; (7) recessionary trends in general or in specific areas
where Advance Auto Parts and Discount Auto Parts operate; (8) competitive
pricing and other competitive pressures; and (9) other economic, business,
competitive and/or regulatory factors affecting Advance Auto Parts' and Discount
Auto Parts' businesses generally.
Investors and security holdersAmendment is incorporated into this filing by reference.
Stockholders may consider it advisable to read the preliminary proxy
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materials and are advised to read the definitive proxy statement/prospectus once
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it becomes available, before making any decision regarding the proposed
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transaction. Investors and security holdersStockholders may obtain a free copy of the registration statement
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and any other document filed with the SEC by Advance or Discount Auto Parts at
the SEC's web site at www.sec.gov. The registration statement and, when
available, the definitive proxy/proxy statement/prospectus, may also be obtained from
Advance and Discount Auto Parts by making a request to Advance Auto Parts, Inc.,
5673 Airport Road, Roanoke, Virginia 24012, Attention: Corporate Secretary,
Telephone: (540) 362-4911; or Discount Auto Parts, Inc., 4900 Frontage Road
South, Lakeland, Florida 33815, Attention: Corporate Secretary, Telephone: (863)
687-9226.
[Transcript of comments of Peter J. Fontaine, Chairman of the Board and Chief
Executive Officer of Discount and C. Michael Moore, Executive Vice President -
Finance and Chief Financial Officer of Discount, excerpted from Discount's First
Quarter Earnings Release Conference Call held on September 17, 2001, and made
available by telephone archive.]
Peter Fontaine: Earnings were above our expectations. I think we did a good
job of holding the expenses, the team out in the field continues to do a good
job with that, and particularly in light of the merger, we have good controls in
place during this interim period and the team is working hard to just run the
business in a real good way.
With respect to the merger with Advance, we are proceeding on schedule. We were
actually ahead of schedule up until last week, but we do not see any reason why
we will not be on the schedule that was put forward and completing this by the
end of the calendar year. There will be some impact with respect to some dates,
but we don't think it will be significant. Our field operations, I can tell
you, is extremely excited. Two weeks ago, we spent time visiting every manager
in the Discount Auto Parts, chainAdvance and during those meetings we saw justtheir respective directors and executive
officers may be deemed to be participants in the solicitation of proxies of
Discount Auto Parts' shareholders to approve the business combination
transaction and adopt the agreement providing for the merger. The directors and
executive officers of Discount Auto Parts also may have an interest in the
transaction, including as a tremendous amountresult of enthusiasm in what they heard about the plans and going
forward and the goals that we have. And I can tell you that the Advance team
has done an outstanding job during the interim communicating with the DAP team,
communicating with us, keeping us well informed and really giving comfort to our
team. I think that becauseholding stock or options of that, I think we are seeing someDiscount Auto
Parts. Detailed lists of the positive
sales that we've seen overnames of the past few weeksdirectors and months; just, I think, a real
good quarter.
*****
C. Michael Moore: During the quarter we did report an extraordinary lossexecutive officers of
$603,000 after tax, $943,000 before tax, and that represents transaction
expenses associated with the pending merger with
Advance Auto Parts. It really
breaks down into the fairness opinion associated with that transaction,Parts and the
balance being basically legal and accounting due diligence on the transaction.
*****
Tom Sparks (private investor): I notice in your extraordinary expense there, you
say some of it is for the accounting for the due diligence with Advance. Is it
safe to assume that youDiscount Auto Parts are done with your, they are done with their due
diligence on Discount?
C. Michael Moore: Certainly most of that does relate to the due diligence.
There are certainly going to be, as we've indicatedcontained in the release, some on-
going expenses in the second quarter for the related filings, etc.registration
statement.
IN ADDITION TO THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, ADVANCE HOLDING CORPORATION, ADVANCE STORES
COMPANY, INCORPORATED (BOTH AFFILIATES OF ADVANCE AUTO PARTS) AND DISCOUNT AUTO
PARTS ARE OBLIGATED TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY
STATEMENTS (IN THE CASE OF DISCOUNT AUTO PARTS ONLY) AND OTHER INFORMATION WITH
THE SEC. YOU MAY READ AND COPY ANY REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOMS AT 450 FIFTH
STREET, N.W., that will
occur. We certainly believe that the majority of the expenses have been
reported in the first quarter.
Tom Sparks: I guess my point is, really, is it safe to assume that Advance is
satisfied, from their perspective, in terms of their due diligence, are they
complete?
C. Michael Moore: In terms of Advance's due diligence?
Tom Sparks: Yes, sir.
C. Michael Moore: Certainly, the majority of that is complete. As you probably
know, due diligence occurs really up until the date of closing, but I think it
is safe to say that the preponderance of that due diligence is behind us.
Tom Sparks: Terrific. Thank you, very much.WASHINGTON, D.C. 20549 OR AT THE OTHER PUBLIC REFERENCE ROOMS IN
NEW YORK, NEW YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330
FOR FURTHER INFORMATION ON PUBLIC REFERENCE ROOMS. FILINGS WITH THE SEC ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT RETRIEVAL SERVICES AND AT THE
WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.