The addresses and telephone numbers of the principal executive offices of the additional registrants listed below are the same as Advance Stores Company, Incorporated.

We hereby offer to exchange $200,000,000 aggregate principal amount of our 10¼% Senior Subordinated Notes due 2008, which have been registered under the Securities Act of 1933, for $200,000,000 aggregate principal amount of our outstanding 10¼% Senior Subordinated Notes due 2008.

The exchange offer will expire at 5:00 p.m., New York City time, on ,March 21, 2002, (the 20th business day following the date of this prospectus) unless we extend the exchange offer, in our sole and absolute discretion.

Terms of the exchange offer:

There is no established trading market for the new notes or the old notes.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto). See “Plan of Distribution” beginning on page 141134 for more information.

ThisCertain statements in this prospectus includesare “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are usually identified by the use of words such as “will,” “anticipates,” “believes,” “estimates,” “expects,” “projects,” “forecasts,” “plans,” “intends,” “should” or similar expressions. We intend those forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (it being understood that such statements would not be covered by the safe harbor provisions to the extent they are considered made in connection with an initial public offering of Advance’s stock) and are included in this statement for purposes of complying with these safe harbor provisions.

These forward-looking statements reflect current views about our plans, strategies and prospects, which are based on the information currently available and on current assumptions.

Although we believe that our plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions or expectations will be achieved. Listed below and discussed elsewhere in this prospectus are some important risks, uncertainties and contingencies which could cause our actual results, performances or achievements to be materially different from the forward-looking statements made in this prospectus. These risks, uncertainties and contingencies include, but are not limited to, the following:

We undertakeassume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our reports and documents filed with the Securities and Exchange Commission, or the SEC, and you should not place undue reliance on those statements.

In this prospectus, we rely on and refer to information regarding the automotive aftermarket industry and its categories and participants contained in market research reports, analyst reports and other publicly available information, including, without limitation, reports issued or prepared by the Automotive Aftermarket Industry

On November 28, 2001, we acquired all of Discount’s outstanding capital stock. Discount, which was the fifth largest specialty retailer of automotive parts, accessories and maintenance items in the United States, as of August 28, 2001, based on store count. At November 28, 2001,the time of the acquisition, Discount had 671 stores in six states, including the leading market position in Florida with 437 stores. Discount’s customers, store operations and product offerings are similar to ours. Discount sells automotive products to DIY and DIFM customers and carries between 14,000 and 21,000 SKUs per store. From 1996 through 2001, Discount grew its store count at year-end from 314 to 666 and increased its net sales from $307 million to $662 million.

As a result of our successful integration of prior acquisitions, we believe that we have established a proven model that will enable us to successfully execute our integration of Discount. In November 1998, we acquired 545 stores (net of closures) through our acquisition of Western Auto Supply Company, or Western, from Sears, Roebuckintegrate Discount and Co. We successfully converted these stores to the Advance Auto Parts format and name in 11 months, more than six months ahead of our schedule. Due largely to purchasing volume discounts that we were able to obtain primarily from existing vendors as a result of the Western acquisition, we increased our gross margin on a company-wide basis from 36.4% for 1999 to 39.2% for 2000. In April 2001, we acquired the assets of Carport Auto Parts, Inc., or Carport, including 30 stores (net of closures) in Alabama and Mississippi. The Carport stores were converted to the Advance Auto Parts format and name in six weeks. Comparable store sales growth for these stores was 24.9% during the ten weeks following the completion of the conversion.

We believe our competitive strengths include the following:

Our businessgrowth strategy consists of the following:

We have recently undertaken a review ofFor the twelve weeks ended December 29, 2001, our supply chain and logistics operations, including our distribution costs and inventory stocking levels. As part of this review, we have identified a portion of our inventory and expect to identify additional inventory that we may offer incomparable store sales growth was 5.2%, compared with 6.1% for the future only in certain store locations or regions. We expect to record a one-time expense of $6.2 million, net of tax, related to this initiative through the endcomparable period of the fourth quarter of 2001, primarily related to restocking and inventory handling charges. We may generate significant cash proceeds as a result of this initiative by reducing our inventory investment while continuing to maintain high levels of customer service and in-stock positions.prior year. In addition, we have closed and may close additional distribution facilities and may write-downfor the valueyear ended December 29, 2001, our comparable store sales growth was 6.2%, compared with 4.4% for the prior year. This comparable store sales growth does not include sales from Discount stores.

Sales for the twelve weeks ended December 29, 2001 increased 16.2%, to $582.0 million from $500.7 million for the same period of the prior year. Retail segment sales for the twelve weeks ended December 29, 2001 increased 17.6%, to $564.1 million from $479.6 million for the comparable period of the prior year. Each of these facilities in connection with our supply chain initiative. Through2001 amounts includes four weeks of sales from Discount. Excluding the fourth quarter of 2001, we anticipate recording a one-time charge of $6.5 million related to the revaluation of certain properties. We expect to complete this review prior to the endeffect of the first quarter of 2002sales from Discount, sales and would record any additional charges in our consolidated statements of operations when we identify that such charges would be required.retail segment sales for the twelve weeks ended December 29, 2001 increased 6.6% and 7.5%.

We also anticipate that EBITDA before one-time expensesSales for the year ended December 29, 2001 increased 10.0%, to $2,517.6 million from $2,288.0 million for the prior year. Retail segment sales for the year ended December 29, 2001 increased 11.6%, to $2,419.7 million from $2,167.3 million for the prior year. Each of approximately $23 million, netthese 2001 amounts includes four weeks of tax,sales from Discount. Excluding the effect of the sales from Discount, sales and retail segment sales for 2001 will beincreased 7.9% and 9.4%.

EBITDA, as adjusted, for 2001 was in line with the high end of the previously published expectations of $190 million to $195 million. This number is before one-time expenses of $26.7 million prior to(net of taxes) and excludes the positive four-week impact of the resultsfour weeks of operations of Discount.

During the fourth quarter of 2001, we changed our method of accounting for cooperative advertising funds received from vendors. Previously, we accounted for these funds as a resultreduction to advertising expense as the advertising expenses were incurred. In order to better align the reporting of it being a private company; $6.2 million in supply chain initiatives, discussed above; $6.5 million to reduce the book value of certain excess property currently held for sale, also discussed above; and approximately $2.1 million to implement an accounting change associatedthese payments with the reclassificationsale of cooperativethe

If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer described in the legend on the certificate for your old notes. In general, you may offer or sell your old notes only:

We do not currently intend to register the old notes under the Securities Act. Under some circumstances, however, holders of the old notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering your old notes, see “The Exchange Offer— Consequences of Exchanging or Failing to Exchange Old Notes” beginning on page 106.99.

Investing in the new notes involves substantial risks. You should consider carefully the information set forth under the caption ‘‘Risk Factors” on page 2219 and all other information set forth in this prospectus before tendering the old notes in exchange for the new notes.

The following table sets forth summary pro forma consolidated financial and other data as of and for the twelve months ended October 6, 2001 and should be read together with our historical consolidated financial statements, the historical consolidated financial statements of Discount and the “Unaudited Pro Forma Consolidated Financial Data,” which are included elsewhere in this prospectus, including in each case the related notes. The summary pro forma consolidated financial and other data should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary pro forma statement of operations data set forth below gives effect to the acquisition and the financing related to it, including the issuance of the old notes, as if each transaction had occurred on January 2, 2000, whereas the balance sheet data reflects such transactions as if each transaction had occurred on October 6, 2001. The pro forma financial amounts reflect pro forma adjustments required under the purchase method of accounting for the acquisition. The summary pro forma consolidated financial and other data is included for illustrative purposes only and does not purport to be indicative of the financial condition or results of operations that would have been reported had the transactions actually been effected on the dates indicated above, or which may be reported in the future. See “Unaudited Pro Forma Consolidated Financial Data” on page 37.35.

The following table sets forth our summary historical consolidated financial and other data for the periods ended and at the dates indicated. The summary historical consolidated financial and other data as of and for 1998, 1999 and 2000 have been derived from, and should be read together with, our audited financial statements and the related notes included elsewhere in this prospectus. The summary historical consolidated financial and other data for the forty-week periods ended October 7, 2000 and October 6, 2001 and as of October 6, 2001 have been derived from, and should be read together with, our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. In the opinion of our management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of our financial position, the results of our operations and cash flows have been made. The results of operations for the forty-week period ended October 6, 2001 are not necessarily indicative of the operating results to be expected for the full fiscal year.

The following table sets forth Discount’s summary historical consolidated financial and other data for the fiscal years and at the dates indicated. The historical consolidated financial and other data as of and for each of 1999, 2000 and 2001 have been derived from, and should be read together with, Discount’s audited financial statements and the related notes included elsewhere in this prospectus. The historical consolidated financial and other data for the thirteen weeks ended August 29, 2000 and August 28, 2001 and as of August 28, 2001 have been derived from, and should be read together with, Discount’s unaudited financial statements and the related notes included elsewhere in this prospectus. In the opinion of Discount’s management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of Discount’s financial position, the results of Discount’s operations and cash flows have been made. The results of operations for the thirteen weeks ended August 28, 2001 are not necessarily indicative of the operating results to be expected for the full fiscal year.

We do not plan to register the old notes under the Securities Act. Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

We are not required to notify you of defects or irregularity in tenders of old notes for exchange. If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. To the extent other old notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining old notes would be adversely affected and there could be a significant diminution in the value of the old notes compared to the value of the new notes.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.

There is no existing trading market for the new notes. We do not intend to list the new notes on any exchange or to seek approval for the quotation through any automated quotation system. Therefore, we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be, nor can we make any assurances regarding the ability of new note holders to sell their new notes, the amount of new notes to be outstanding following the exchange offer or the price at which the new notes might be sold. As a result, the market price of the new notes could be adversely affected. Historically, the market for non-investment grade debt, such as the new notes, has been subject to disruptions that have caused substantial volatility in the prices of such securities. Any such disruptions may have an adverse effect on holders of the new notes.

We currently have a significant amount of debt. As of October 6, 2001, on a pro forma basis, we would have had total debt of approximately $850.1 million. Our substantial debt could adversely affect our financial health and prevent us from fulfilling our obligations under the new notes.

Our high level of debt could have important consequences to you, including the risks that:

If our cash flow from operations is insufficient to service our debt, we may be required to borrow additional funds for that purpose, delay or reduce capital or other expenditures, attempt to restructure or refinance our debt, sell assets or operations or additional equity capital. We may be unable to take any of these actions on satisfactory terms or in a timely manner. Any of these actions may prevent us from implementing our strategies and have a material adverse effect on us. In addition, should we default upon our secured debt, we may be forced to forfeit substantially all of our assets.

For more details, see “Description of Senior Credit Facility,” “Description of New Notes—Repurchase at the Option of Holders—Change of Control,” “—Certain Covenants” and “—Events of Default and Remedies.”

We will need a significant amount of cash to service our debt. Our ability to generate cash depends on our successful financial and operating performance. We cannot assure you that we will generate sufficient cash flow from operations or that we will be able to obtain sufficient funding to satisfy all of our obligations, including those under the notes. On a pro forma basis, our ratio of EBITDA to cash interest expense for the twelve-month

If we are unable to service our debt, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our debt or raising additional equity capital. However, we cannot assure you that any alternative strategies will be feasible or prove adequate. Also, some alternative strategies would require the consent of at least a majority in interest of the lenders under the senior credit facility, the holders of the new notes and the holders of our outstanding 10.25% senior subordinated notes and the holders of our discount notes, and we can provide no assurances that we would be able to obtain this consent. If we are unable to meet our debt service obligations and alternative strategies are unsuccessful or unavailable, our lenders would be entitled to exercise various remedies, including foreclosing on our assets. Under those circumstances, you may lose all or a portion of your investment. See “Description of Senior Credit Facility” and “Description of Notes.”

Despite our current debt levels, we and our subsidiaries will still be able to incur substantially more debt. The terms of the indenture governing our outstanding 10.25% senior subordinated notes due 2008, or our existing indenture, and the indenture for the new notes limit and will limit, but do not and will not prohibit, us or our subsidiaries from incurring additional debt. The indenture permits us and the note guarantors to incur senior debt and senior subordinated debt ranking equally to the new notes, which amount will vary from time to time depending on a number of factors, including the amount of our Fixed Charge Coverage Ratio (as defined in the indenture). Our senior credit facility permits additional borrowings and any such borrowings would be senior to the new notes and the note guarantees. In addition, the senior credit facility permits us to incur debt from other sources. If we incur additional debt, the related risks that we face, including those discussed above, could intensify. See “Capitalization,” “Advance Stores Company, Incorporated Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Consolidated Financial and Other Data,” “Description of Senior Credit Facility” and “Description of the New Notes.”

The terms of our senior credit facility, the existing indenture, the indenture for the new notes and the indenture for the newdiscount notes impose or will impose significant operating and financial restrictions on us and our subsidiaries and require us to meet certain financial tests. Complying with these covenants may cause us to take actions that are not favorable to holders of the new notes. These restrictions may also have a negative impact on our business, results of operation and financial condition by significantly limiting or prohibiting us from engaging in certain transactions, including:

The failure to comply with any of these covenants would cause a default under our existing indenture, the indenture for the new notesindentures and other debt agreements. Furthermore, our senior credit facility contains certain financial covenants, including establishing a maximum leverage ratio and requiring us to maintain a minimum interest coverage ratio and a funded senior debt to current assets ratio, which, if not maintained by us, will cause us to be in default under our senior credit facility. Any of these defaults, if not waived, could result in the acceleration of all of our debt, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing were available, it may not be on terms that are acceptable to us. Complying with these covenants may cause us to take actions that are not favorable to holders of the new notes. See “Description of Senior Credit Facility” and “Description of New Notes—Certain Covenants.”

The new notes will be subordinated in right of payment to the prior payment in full of all our existing and future senior debt, and the guarantees of the new notes by the note guarantors will be subordinated in right of payment to all senior debt of the applicable note guarantor. The indenture for the new notes requires each of our existing and future restricted subsidiaries that guarantees any of our indebtedness or any other restricted subsidiary to guarantee the new notes, unless we are permitted to designate one or more of those subsidiaries as an unrestricted subsidiary. As of October 6, 2001, on a pro forma basis, we would have had approximately $495 million of senior debt outstanding (excluding, as of the date of this prospectus, approximately $30.5$30 million borrowed under the revolving credit facility, unused commitments under the revolving credit facility and approximately $17.4$18.0 million of letters of credit), which would rank senior in right of payment to the new notes and note guarantees, and no subordinated debt to which the new notes would be senior. In addition, the indenture for the new notes will permit us and our restricted subsidiaries to incur additional senior debt, including debt under the senior credit facility.

We or the applicable note guarantor may not pay principal, premium (if any), interest or other amounts on account of the new notes, or any note guarantee in the event of a payment default on, or another default that has resulted in the acceleration of, certain senior indebtedness (including debt under the senior credit facility) unless such indebtedness has been paid in full or the default has been cured or waived. In the event of certain other defaults with respect to certain new senior indebtedness, we or the applicable note guarantor may not be permitted to pay any amount on account of the new notes or any note guarantee for a designated period of time. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us or a note guarantor, our assets or a guarantor’s assets, as the case may be, will be available to pay obligations on the new notes or such guarantor’s guarantee, as applicable, only after our senior indebtedness or the senior indebtedness of such note guarantor has been paid in full, and there can be no assurance that there will be sufficient assets remaining to pay amounts due on all or any of the new notes or any note guarantee.

Although the note guarantees provide the holders of the new notes with a direct claim against the assets of the note guarantors, enforcement of the note guarantees against any note guarantor would be subject to certain suretyship defenses available to guarantors generally. Enforcement could also be subject to fraudulent conveyance and other defenses available to the note guarantors in certain circumstances. To the extent that the note guarantees are not enforceable, the new notes and note guarantees would be effectively subordinated to all liabilities of the note guarantors, including trade payables of the note guarantors, whether or not these liabilities otherwise would constitute senior indebtedness under our new indenture. In addition, the payment of dividends to us by our subsidiaries is contingent upon the earnings of those subsidiaries and approval of those subsidiaries.

Our incurrence of debt under the new notes after the exchange offer and the incurrence by the note guarantors of debt under their note guarantees may be subject to review under federal and state fraudulent

An unpaid creditor or representative of creditors, such as a trustee in bankruptcy of us as a debtor-in-possession in a bankruptcy proceeding, could file a lawsuit claiming that the issuances of the new notes constituted a fraudulent conveyance. To make such a determination, a court would have to find that we did not receive fair consideration or reasonably equivalent value for the new notes, and that, at the time the new notes were issued, we:

If a court were to make such a finding, it could void our obligations under the new notes, subordinate the new notes to our other indebtedness or take other actions detrimental to you as a holder of the new notes.

The measure of insolvency for these purposes will vary depending upon the law of the jurisdiction being applied. Generally, however, a company will be considered insolvent for these purposes if the sum of that company’s debts is greater than the fair value of all of that company’s property, or if the present fair salable value of that company’s assets is less than the amount that will be required to pay its probable liability on its existing debts as they mature. Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including the new notes, if it determined that the transaction was made with intent to hinder, delay or defraud creditors, or a court could subordinate the indebtedness, including the new notes, to the claims of all existing and future creditors on similar grounds. We cannot determine in advance what standard a court would apply to determine whether we were insolvent in connection with the sale of the new notes.

Upon specified change of control events, we will be required to offer to purchase all of the new notes then outstanding at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any. If a change of control were to occur, we may not have sufficient funds to pay the purchase price for the outstanding new notes tendered, and we expect that we would require third-party financing to do so. However, we may not be able to obtain such financing on favorable terms, or at all. In addition, the senior credit facility restricts our ability to repurchase the new notes, including pursuant to an offer in connection with a change of control. A change of control under the indenture for the new notes may also result in an event of default under the senior credit facility and may cause the acceleration of our other senior indebtedness, if any, in which case the subordination provisions of the new notes would require payment in full of the senior credit facility and any other senior indebtedness before repurchase of the new notes. Our future indebtedness may also contain restrictions on our ability to repay the notes upon certain events or transactions that could constitute a change of control under the indenture for the new notes. Our inability to repay senior indebtedness upon a change of control

The provisions of the indenture for the new notes (including the change of control provision) will not necessarily afford you protection in the event of a highly leveraged transaction, including a reorganization, restructuring, merger or other similar transaction involving us, that may adversely affect you. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change of the magnitude required under the definition of change of control in the indenture for the new notes to trigger such provisions. Except as described under “Description of New Notes—Repurchase at the Option of Holders—Change of Control,” the indenture for the new notes will not contain provisions that permit the holders of the new notes to require us to repurchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction.

In connection with the incurrence of indebtedness under our senior credit facility, the lenders under the credit facility received a pledge of all of the equity interests of our subsidiaries, including Discount and its subsidiaries. Additionally, these lenders generally have a first priority security interest on substantially all of the accounts receivable, cash, general intangibles, investment property and future acquired material property of Advance Auto, us and our subsidiaries, including Discount and its subsidiaries. As a result of these pledges and liens, if we fail to meet our payment or other obligations under this credit facility, the lenders would be entitled to foreclose on substantially all of those assets and liquidate these assets. Under those circumstances, holders of new notes may lose a portion of or the entire value of their investment.

We have significantly increased our store count from 649 stores at the end of fiscal 1996 to 2,484 at December 29, 2001. We intend to continue to expand our base of stores as part of our growth strategy, primarily by opening new stores. There can be no assurance that this strategy will be successful. The actual number of new stores to be opened and their success will depend on a number of factors, including, among other things, our ability to manage such expansion and hire, train and retain qualified sales associates, the availability of potential store locations in highly visible, well-trafficked areas, and the Acquisitionnegotiation of acceptable lease terms for new locations. There can be no assurance that we will be able to open and operate such stores on a timely or profitable basis or that opening new stores in markets we already serve will not harm existing store profitability or comparable store sales. The newly opened and existing store’s profitability will depend on our ability to properly merchandise, market and price the products required in their respective markets.

Our success dependsWe have implemented numerous initiatives to increase comparable store sales, enhance our margins and increase our return on our ability to implement our business strategycapital in order to increase our earnings and cash flow. OurIf these initiatives are unsuccessful, or if we are unable to efficiently and effectively implement the initiatives, our business, financial condition and results of operations and cash flow willcould be adversely affected if we cannot fully implementaffected.

Successful implementation of our business strategy. Successful implementationgrowth strategy also depends on factors specific to the retail automotive parts industry and numerous other factors beyond our control. These include adverse changes in:

If we cannot overcome the challenges we face integrating Discount, our ability to effectively and profitably manage Discount’s business could suffer. In addition, key employees may leave, supplier relationships couldmay be disrupted and customer service standards could deteriorate. Moreover, the integration process itself may be disruptive to our business and Discount’s business as it requires us to coordinate the integration of the information and accounting systems and will divert the attention of management from its normal operational responsibilities and duties.

Consequently, we cannot assure you that Discount can be successfully integrated with usour business or that any of the anticipated efficiencies or cost savings will be realized, or realized within the expected time frame, or that revenues will not be lower than expected, any of which could harm our business, financial condition and operating results.results of operations.

In connection with the acquisition, we repaid amounts previously outstanding under our existing credit facility and Discount’s existing indebtedness. We repaid approximately $260.3 million in indebtedness outstanding under our previous credit facility, and all commitments under our previous credit facility terminated. In addition, we repaid approximately $210.8 million of indebtedness of Discount. Our existing 10.25% senior subordinated notes due in 2008 in the amount of $169.5 million and $10 million of indebtedness relating to industrial revenue bonds remain outstanding.

We will not receive any cash proceeds from the exchange offer. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

The following table sets forth (1) our cash and cash equivalents and capitalization as of October 6, 2001, on an actual basis and (2) as adjusted to give pro forma effect to the acquisition and the related financing, including the issuance of the old notes, as if the transactions had occurred on October 6, 2001. The table should be read together with the unaudited pro forma consolidated financial statements and related notes and our historical consolidated financial statements and related notes and those of Discount, included elsewhere in this prospectus.

The following table sets forth our selected historical consolidated statement of our operations, balance sheet and other data for the periods ended and as of the dates indicated.operating data. The selected historical consolidated financial and other data as ofat January 1 and December 30, 2000 and for 1998, 1999 andthe three years ended December 30, 2000 have been derived from and should be read together with, our audited consolidated financial statements and the related notes included elsewhere in this prospectus. The historical consolidated financial and other data as ofat December 28, 1996, January 3, 1998 and January 2, 1999 and for the years ended December 28, 1996 and 1997January 3, 1998 have been derived from our audited consolidated financial statements and the related notes whichthat have not been included in this prospectus. The historical consolidated financial and other data as ofat October 6, 2001 and for the forty-week periodsforty weeks ended October 7, 2000 and October 6, 2001 have been derived from and should be read together with, our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. In the opinion of our management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of our financial position, and the results of our operations and cash flows have been made. The results of operations for the forty-week periodforty weeks ended October 6, 2001 are not necessarily indicative of the operating results of operations to be expected for the full fiscal year. TheYou should read this data presented below should be read in conjunctionalong with the other financial information included herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations,” “Unaudited Pro Forma Consolidated Financial Data” and the consolidated financial statements and the related notes of Advance and Discount included elsewhere in this prospectus. The following financial data includes certain expenses related to the Western acquisition integration and the conversion of the Western merger and Parts America stores acquired in the Western acquisition that wereconversion incurred in 1998 and 1999 as well asand certain private company expenses that were eliminated in theour 1998 recapitalization. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a detailed discussion of the 1998 recapitalization and these expenses.