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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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On October 15, 2001, Advance Auto Parts, Inc. filed with the Securities 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, Inc. is deemed
to have filed preliminary proxy materials. Those materials contain additional
and revised information regarding the proposed business combination transaction
among Advance, Discount Auto Parts, and other parties. The information
contained in the Amendment 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. Stockholders 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 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.
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. Detailed lists of the names of the directors and executive officers of
Advance Auto Parts and Discount Auto Parts are contained in the 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., 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.