Filer: Advance Holding Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934.
Subject Company: Discount Auto Parts, Inc.
Commission File No. 1-11276
[Slide show presented at conference call on August 8, 2001]
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This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, but are not limited to: (1) statements about the benefits of the merger between Advance Auto Parts and Discount Auto Parts, including future financial and operating results, purchasing efficiencies, distribution efficiencies and other cost savings; (2) statements with respect to Advance Auto Parts’ and Discount Auto Parts' plans, objectives, expectations and intentions and other statements that are not historical facts; and (3) other statements identified by words such as "believes", "expects", "anticipates", "estimates", "intends", "plans", "targets", "projects" and similar expressions. As used herein, Advance Auto Parts shall be deemed to mean Advance Holding Corporation and its wholly-owned subsidiaries Advance Auto Parts, Inc. and Advance Stores Company, Incorporated. These statements are based upon current beliefs and expectations of the managements of Advance Auto Parts and Discount Auto Parts, and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (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 from 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' shareholders 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 Part's and Discount Auto Parts' businesses generally. More detailed information about some of these factors is set forth in Advance Auto Parts’ and Discount Auto Parts' filings with the SEC, including Advance Auto Parts’ annual report on Form 10-K for the fiscal year ended December 30, 2000 and Discount Auto Parts' annual report on Form 10-K for the fiscal year ended May 30, 2000, including Discount Auto Parts' 2000 annual report to shareholders attached thereto. Advance Auto Parts and Discount Auto Parts are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, further events or otherwise. Investors and security holders are advised to read the proxy statement/prospectus regarding the business combination transaction referenced in the foregoing information, when it becomes available, and any other relevant documents filed with the SEC by Advance Auto Parts and Discount Auto Parts because the documents will contain important information. The proxy statement/prospectus will be filed with the SEC by Advance Auto Parts and Discount Auto Parts. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and any other document filed with the SEC by Advance Auto Parts or Discount Auto Parts at the SEC's web site at www.sec.gov. The proxy statement/prospectus and such other documents may also be obtained from Advance Auto Parts and Discount Auto Parts by making a request to Advance Holding Corporation, 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. Discount Auto Parts, Advance Auto Parts and their 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 result of holding stock or options of Discount Auto Parts. A detailed list of the names of Advance Auto Parts’ directors and executive officers is contained in Advance Auto Parts' annual report on Form 10-K, filed on March 30, 2001, and a detailed list of the names of Discount Auto Parts' directors and executive officers and their ownership of stock and options of Discount Auto Parts is contained in Discount Auto Parts' proxy statement, filed on August 31, 2000, for its 2000 annual meeting of shareholders. Both documents, and the proxy statement/prospectus disclosing interests of the directors and executive officers of Discount Auto Parts, when filed, may be obtained without charge at the SEC's web site at www.sec.gov |
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