UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
¨ Preliminary Proxy Statement ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Pursuant to §240.14a-12 | ¨ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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: |
(2) | Aggregate number of securities to which transaction applies: |
(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: |
Date: August 7, 2001
Forward Looking Information
This release 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 and Discount Auto Parts, including future financial and operating results, purchasing efficiencies, distribution efficiencies and other cost savings; (2) statements with respect to Advance's and Discount's 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 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 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 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 and Discount Auto Parts operate; (8) competitive pricing and other competitive pressures; and (9) other economic, business, competitive and/or regulatory factors affecting Advance's and Discount Auto Parts' businesses generally.
More detailed information about some of these factors is set forth in Advance's and Discount Auto Parts' filings with the SEC, including Advance's 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 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 and Discount Auto Parts because the documents will contain important information. The proxy statement/prospectus will be filed with the SEC by Advance 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 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 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 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's directors and executive officers is contained in Advance's 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, as updated by beneficial ownership reports filed subsequent to such annual meeting. Such 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.
Internal Communication to Employees dated August 8, 2001
To: The Discount Auto Parts Team
Today, we are closing one chapter of the Discount Auto Parts story and opening an exciting new one. I am pleased to inform you that our Board of Directors has agreed to merge with Advance Auto Parts-a well-established East Coast company with a 72-year history in retail auto parts.
Our companies today, on a combined basis, operate over 2,400 stores in 38 states and, over the past 12 months, generated over $3.0 billion in combined revenue. With some 30,000 team members, we would be the second largest auto parts retailer in the nation, once the merger is completed. There are still things we need to do to complete this merger, including getting a vote of our shareholders, government clearance and other customary closing conditions, but we are optimistic.
What will this mean to our team? It will mean being part of a bigger and even stronger company with more stores, more divisions, more regions-and more career opportunities. It will also mean the ability to retain our special team culture, because an important factor in our decision to join forces with Advance Auto Parts was the fact that they, too, value their team highly.
In the past, you may have heard me say that our game plan was to stay independent and not be acquired. After all, we have had an excellent and profitable 30-year run as an independent. However, what I have come to realize is that our industry has changed.
Over the past several years, we have watched the industry consolidate. The survivors are those who have responded quickly to good opportunities when they are presented. The merger with Advance Auto Parts was an opportunity that we believed benefitted both our team and our shareholders so greatly that, in the current environment of consolidation, it was not prudent for our Board to turn it down.
So who is Advance Auto Parts? Advance Auto Parts has been in the retail business since 1929, mostly in states that complement our own southeastern focus. Its strong and growing commercial business -- 15 percent of its revenue-combined with our own should provide a strong base to service the business-to-business market.
Our position as the leading Florida auto parts retailer was a key factor in Advance Auto Parts' interest in a merger. Its successful consolidation experience with both Western Auto and Alabama's Carport convinced us that we could join forces with them and remain financially strong.
We also liked the fact that both companies are rooted in family ownership. The Taubman family founded Advance Auto Parts 72 years ago, when the automobile was a newfangled invention and the retail auto parts business was in its infancy. Since then, Advance has grown to become a major player in all areas of the U.S. except the West coast.
We share other common characteristics, too. Advance Auto Parts' store format, Advance's PDQ warehouses, Discount's "express warehouses", same day deliveries and expanded product breadth are similar to ours. We will add our two Distribution Centers to their DCs.
As you may know, I will be joining the Advance board of directors, and intend to remain involved with the combined company and especially with the team.
We will, as much as we can, keep you informed of progress in the months ahead, and hope you will address any questions you might have to your DM. As you might expect, it is important that all calls from the news media be directed to our Investor Relations department.
Once you have a chance to learn more about this transaction, I think you will agree that both companies alone are strong, but together, we are a solid foundation for an even stronger and more competitive organization.
Many unknowns lie ahead, but one thing is not an unknown: The team has built the business, and both we and Advance Auto Parts agree that it will be the team that grows our combined company. We go forward into this new venture confident that we have done right by our shareholders, our team and our customers.
Peter Fontaine
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 and Discount Auto Parts because the documents will contain important information. The proxy statement/prospectus will be filed with the SEC by Advance 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 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 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 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's directors and executive officers is contained in Advance's 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, as updated by beneficial ownership reports filed subsequent to such annual meeting. Such 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.