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ADVANCE AUTO PARTS INC filed this Form 8-K on 11/30/2001
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SEC 873 (10/2000)     Potential persons who are to respond to the collection of
                      information contained in this form are not required to
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                      control number.
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<TABLE>
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                                  UNITED STATES                       OMB APPROVAL
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                       SECURITIES AND EXCHANGE COMMISSION        OMB Number:   3235-0060
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                                    FORM 8-K                    ---------------------------

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
</TABLE>


Date of Report (Date of earliest event reported)     November 30, 2001
                                                --------------------------------
                            Advance Auto Parts, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                     001-16797                  54-2049910
----------------------------   -------------------------    --------------------
(State or other jurisdiction    (Commission File Number)        (IRS Employer
   of incorporation)                                         Identification No.)

         5673 Airport Road, Roanoke, Virginia                      24012
--------------------------------------------------------------------------------
       (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code (540) 362-4911
                                                   -----------------------------

________________________________________________________________________________
         (Former name or former address, if changed since last report.)


                    INFORMATION TO BE INCLUDED IN THE REPORT



Item 2.           Acquisition or Disposition of Assets.

       On November 28, 2001, Advance Auto Parts, Inc., a Delaware corporation
("Advance Auto Parts"), completed its acquisition of Discount Auto Parts, Inc.,
a Florida corporation ("Discount"). Pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") dated as of August 7, 2001 among Advance Auto Parts,
Advance Holding Corporation, a Virginia corporation ("Advance Holding"), AAP
Acquisition Corporation, a Florida corporation and a wholly-owned subsidiary of
Advance Auto Parts ("Merger Sub"), Advance Stores Company, Incorporated, a
Virginia Corporation ("ASCI"), and Discount, Merger Sub merged (the "Merger")
with and into Discount, with Discount continuing as the surviving corporation
and a wholly-owned subsidiary of Advance Auto Parts, and each issued and
outstanding share of Discount common stock was converted into and represented
the right to receive 0.2577 of a share of Advance Auto Parts common stock and
$7.50 in cash. Advance Auto Parts will not issue fractional shares in the
Merger. Instead, Advance Auto Parts paid or will pay cash in an amount
determined by multiplying the fraction of a share of Advance Auto Parts common
stock to which a person is entitled by $29.11.

       As a result of the Merger, (a) the former holders of Discount
common stock are entitled to receive approximately 4,309,970 shares of common
stock of Advance Auto Parts and $125,435,670 in cash, (b) the former holders of
options to purchase Discount common stock with a per share exercise price less
than $15.00 are entitled to receive an aggregate of $3,043,150 in cash, and (c)
the former holders of options to purchase Discount common stock with a per share
exercise price equal to or greater than $15.00 are entitled to receive options
to purchase 574,765 shares of Advance Auto Parts common stock under the Advance
Auto Parts 2001 Executive Stock Option Plan. Adjustments for fractional shares
and payments in cash in lieu thereof is to be made by Advance Auto Parts upon
receipt from holders of Discount common stock of properly executed letters of
transmittal.

        Concurrently with the consummation of the Merger, Advance Holding merged
with and into Advance Auto Parts, with Advance Auto Parts continuing as the
surviving corporation, pursuant to an Agreement and Plan of Merger dated as of
August 7, 2001 (the "Reincorporation Merger Agreement") between Advance Holding
and Advance Auto Parts, and each issued and outstanding share of Advance
Holding Class A common stock was automatically converted into the right to
receive one share of Advance Auto Parts common stock.

       Immediately following the closing of the Merger, Advance Auto Parts
contributed 100% of the stock of Discount to ASCI, and Discount became a
wholly-owned subsidiary of ASCI.

       As a result of the Merger, Advance Auto Parts became a public company and
the common stock of Advance Auto Parts became listed for trading on the New York
Stock Exchange.


<PAGE>

     The Merger was funded with (a) the net proceeds of approximately $185.6
million from the sale by ASCI of its 10-1/4% Senior Subordinated Notes due 2008
(the "Notes"), and (b) $485 million in term loans, consisting of a $180 million
Tranche A Term Loan facility with a maturity of five years and a $305 million
Tranche B Term Loan facility with a maturity of six years (collectively, the
"New Credit Facility"), pursuant to a Credit Agreement dated as of November 28,
2001 among ASCI, JP Morgan Chase Bank ("Chase") and certain financial
institutions.

           Immediately following the closing of the Merger and the contribution
by Advance Auto Parts to ASCI of the Discount common stock, ASCI prepaid the
principal and accrued interest outstanding, and where applicable LIBOR break
fees or make-whole premiums, under (a) the Credit Agreement dated as of April
15, 1998, as amended and restated as of October 19, 1998, and as amended, among
Advance Holding, ASCI, the lenders party thereto and Chase, as administrative
agent; (b) the Revolving Credit Agreement dated as of July 29, 1999, as amended,
among Discount, SunTrust Bank ("SunTrust") and the other parties thereto; (c)
Discount's 7.46% Senior Notes Due July 15, 2007; and (d) Discount's 9.80% Senior
Secured Notes Due May 31, 2003.

           In addition, immediately following the closing of the Merger and the
contribution by Advance Auto Parts to ASCI of the Discount common stock, ASCI
paid, on behalf of Discount Auto Parts Distribution Center, Inc. ("DAP
Distribution Center"), all amounts payable as the purchase price (the "Synthetic
Lease Purchase Price Obligation") pursuant to the election by DAP Distribution
Center to acquire the Gallman, Mississippi property which was the subject of a
Master Agreement dated as of May 30, 2000 among Discount, DAP Distribution
Center, Atlantic Financial Group, Ltd., SunTrust and the other signatories
thereto and the Master Lease Agreement dated as of May 30, 2000 among Discount,
DAP Distribution Center, Atlantic Financial Group, Ltd., SunTrust and the other
signatories thereto, which payment of such purchase price (a) was used to
satisfy the indebtedness owing by Atlantic Financial Group, Ltd., Discount and
DAP Distribution Center to SunTrust, and (b) was deemed to satisfy the
indebtedness owing under the Mississippi Business Finance Corporation Industrial
Development Bonds, Series 2000 (Atlantic Financial Group, Ltd. Project).
Contemporaneously with the payment of the Synthetic Lease Purchase Price
Obligation, title to the Gallman, Mississippi property was conveyed to Discount
by Atlantic Financial Group, Ltd.

           The consideration payable pursuant to and other terms of the Merger
were determined by "arms length" negotiations among the parties to the Merger
Agreement.

           Discount is one of the Southeast's leading speciality retailers and
suppliers of automotive replacement parts, maintenance items and accessories to
both do-it-yourself consumers and professional mechanics and service
technicians, based on store count. Discount currently operates 671 stores
located throughout Florida, Georgia, Mississippi, Alabama, Louisiana and South
Carolina. Advance Auto Parts intends to continue the business operations
conducted and intended to be conducted by Discount. Advance Auto Parts intends
to convert Discount's stores outside Florida to the Advance Auto Parts banner
within the next year. Advance Auto Parts intends to convert Discount's stores in
Florida to the Advance Auto Parts banner over the next four years.

           A copy of the press release announcing the closing of the Discount
acquisition is filed as Exhibit 99.1 to this Form 8-K.

           The descriptions of the Merger Agreement and the Reincorporation
Merger Agreement set forth herein do not purport to be complete and are
qualified in their entirety by the provisions of the Merger Agreement and the
Reincorporation Merger Agreement, each which is incorporated by reference as an
exhibit hereto.


Item 7.    Financial Statements and Exhibits.

           (a)   Financial Statements of Businesses Acquired.

                 Audited Consolidated Financial Statements of Discount as of May
                 29, 2001 and May 30, 2000, and the related consolidated
                 statements of income, stockholders' equity and cash flows for
                 each of the three years in the period ended May 29, 2001, are
                 incorporated herein by reference to the Annual Report on Form
                 10-K of Discount for the fiscal year ended May 29, 2001, as
                 filed with the Securities and Exchange Commission.

                 Unaudited Consolidated Financial Statements of Discount as of
                 August 28, 2001 and the related consolidated statements of
                 income, stockholders' equity and cash flows for the thirteen
                 weeks ended August 28, 2001 and August 29, 2000, are
                 incorporated herein by reference to the Quarterly Report on
                 Form 10-Q of Discount for the quarterly period ended August 28,
                 2001, as filed with the Securities and Exchange Commission.

           (b)   Pro Forma Financial Information.

                 The pro forma financial information required to be filed as
                 part of this report is attached hereto as Exhibit 99.4.

           (c)   Exhibits.

                 See Exhibit Index on page following signatures.



<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                ADVANCE AUTO PARTS, INC.
                                        ----------------------------------------
                                                      (Registrant)

Date   November 30, 2001                           /s/ Jimmie L. Wade
      --------------------------        ----------------------------------------
                                                       (Signature)*
                                        Jimmie L. Wade
                                        President and Chief Financial Officer

*Print name and title of the signing officer under his signature.


<PAGE>


                                  EXHIBIT INDEX

  Exhibit
   Number                            Exhibit Description
-----------      ---------------------------------------------------------------
    2.1(1)        Agreement and Plan of Merger dated as of August 7, 2001 by and
                  among Advance Auto Parts, Inc., Advance Holding Corporation,
                  AAP Acquisition Corporation, Advance Stores Company,
                  Incorporated and Discount Auto Parts, Inc.

    2.2(2)        Agreement and Plan of Merger dated as of August 7, 2001 by and
                  between Advance Auto Parts, Inc. and Advance Holding
                  Corporation

        23        Consent of Ernst & Young LLP

      99.1        Press release of Advance Auto Parts, Inc. dated November 28,
                  2001

   99.2(3)        Audited Consolidated Financial Statements of Discount Auto
                  Parts, Inc. as of May 29, 2001 and May 30, 2000, and the
                  related consolidated statements of income, stockholders'
                  equity and cash flows for each of the three years in the
                  period ended May 29, 2001.

   99.3(4)        Unaudited Consolidated Financial Statements of Discount Auto
                  Parts, Inc. as of August 28, 2001 and the related consolidated
                  statements of income, stockholders' equity and cash flows for
                  the thirteen weeks ended August 28, 2001 and August 29, 2000.

      99.4        Unaudited Pro Forma Financial Data, including (a) the
                  unaudited pro forma consolidated statement of operations data
                  for the twelve months ended October 6, 2001, the fiscal year
                  ended December 30, 2000 and the nine months ended October 6,
                  2001, and the notes thereto, and (b) the unaudited pro forma
                  balance sheet as of October 6, 2001, and the notes thereto.




             (1)      Incorporated by reference to Exhibit 2.3 to the
                      Registration Statement on Form S-4 of Advance Auto Parts,
                      Inc. (Registration No. 333-68858) filed with the
                      Securities and Exchange Commission by Advance Auto Parts,
                      Inc. on August 31, 2001.

             (2)      Incorporated by reference to Exhibit 2.4 to the
                      Registration Statement on Form S-4 of Advance Auto Parts,
                      Inc. (Registration No. 333-68858) filed with the
                      Securities and Exchange Commission by Advance Auto Parts,
                      Inc. on August 31, 2001.

             (3)      Incorporated by reference to the Annual Report on Form
                      10-K of Discount Auto Parts, Inc. for the fiscal year
                      ended May 29, 2001 (Commission File No. 1-11276) filed
                      with the Securities and Exchange Commission by Discount
                      Auto Parts, Inc. on August 24, 2001.

             (4)      Incorporated by reference to the Quarterly Report on Form
                      10-Q/A of Discount Auto Parts, Inc. for the quarter ended
                      August 28, 2001 (Commission File No. 1-11276) filed with
                      the Securities and Exchange Commission by Discount Auto
                      Parts, Inc. on November 6, 2001.




<PAGE>

                                                                      Exhibit 23

              Consent of Independent Certified Public Accountants

We consent to the incorporation by reference in this Form 8-K of Advance Auto
Parts, Inc. of our report dated June 29, 2001, with respect to the consolidated
financial statements of Discount Auto Parts, Inc. included in its Annual Report
(Form 10-K) for the year ended May 29, 2001, filed with the Securities and
Exchange Commission.

Tampa, Florida
November 30, 2001

                                /s/ Ernst & Young LLP




<PAGE>

                                                                    Exhibit 99.1

                       [LETTERHEAD OF ADVANCED AUTO PARTS]

                                     CONTACT: Jim Wade
                                              President and CFO
                                              Advance Auto Parts
                                              (540) 561-1833

                                              Investors: Jeffrey Zack/
                                              Meredith Pudalov
                                              Media: Evan Goetz/Emily Brunner
                                              Morgen-Walke Associates
                                              (212) 850-5600

        ADVANCE AUTO PARTS COMPLETES ACQUISITION OF DISCOUNT AUTO PARTS;
                 TO COMMENCE TRADING ON NYSE UNDER TICKER "AAP"
           -- EBITDA synergies of $30 million expected in year one --

Roanoke, VA. November 28, 2001 -- Advance Auto Parts, Inc. today announced that
it has completed its acquisition of Discount Auto Parts, Inc., further
strengthening Advance's position as the nation's second largest retailer of auto
parts and accessories. With the completion of the transaction, Advance Auto
Parts has become a publicly traded company and its common stock will begin
trading November 29 on the New York Stock Exchange (NYSE) under the symbol
"AAP."

Advance Auto Parts will now operate more than 2,400 stores in 38 states,
primarily located in the eastern, mid-western and southeastern regions of the
United States and in Puerto Rico and the Virgin Islands. The combined companies
generated more than $3.1 billion in revenues and approximately $254 million in
earnings before interest, taxes, depreciation and amortization
 (EBITDA) on a pro
forma trailing twelve-month basis ended September 8, 2001 for Advance and August
26, 2001 for Discount.

Larry Castellani, Chief Executive Officer of Advance Auto Parts, stated, "Today
marks an important milestone for Advance. We are pleased to begin trading on the
New York Stock Exchange and welcome all of our new shareholders and team
members. The addition of Discount Auto Parts is an important strategic step that
creates significant growth opportunities for us in both the "do-it-yourself"
(DIY) and "do-it-for-me" (DIFM) segments. With this transaction, we have gained
increased critical mass and scale, especially in Florida where we grew from 26
stores to 462 stores. Our stores hold the number one or number two market
position in a majority of markets in which we operate. The $100 billion industry
in which we




<PAGE>

ADVANCE AUTO PARTS COMPLETES                                              Page 2
ACQUISITION OF DISCOUNT AUTO PARTS

compete is growing and continues to enjoy very favorable industry dynamics. We
will immediately begin to implement an integration plan that is anticipated to
add $30 million of synergies to EBITDA in the first full year."

Advance Auto Parts today provided additional details on its integration plan.
The Company said the approximately $30 million in synergies would come primarily
from purchasing and corporate administrative savings. The Discount Auto Parts
stores outside Florida are to be converted to the Advance Auto Parts banner
within the next year. For the Discount stores in Florida, the initial focus will
be on aligning their products with Advance's inventory assortment and converting
information systems. The physical store conversion of Florida stores will occur
over the next four years.

Mr. Castellani continued, "Our integration plan is focused on both the top and
bottom lines. We see opportunities to enhance the performance of the existing
Discount stores in terms of sales per store, comp-store sales and commercial
sales. Our new team members will be supported with extensive training and
in-store information systems to allow them to deliver enhanced customer service
and increase the customer count. We will also focus on reducing costs and
increasing the optimization of our distribution system. We have in place an
integration team with significant experience, including managing the successful
store conversions following the Western Auto acquisition in 1998 and the Carport
Auto Parts transaction in 2001."

Advance Auto Parts also reaffirmed its financial outlook for fiscal 2002. The
Company said that, based on currently available information, it expects to
generate sales in the range of $3.1 billion to $3.3 billion, EBITDA of $310
million to $325 million, and diluted earnings per share of $1.70 to $1.95. This
includes $30 million of synergies but excludes certain one-time cash conversion
expenses of approximately $50 million to $60 million of which approximately $40
million will be incurred in 2002.

Mr. Castellani concluded, "As we look ahead, we will continue to focus on
executing the operating strategy that has enabled Advance to become an industry
leader. That formula is superior customer service, competitive prices, a broad
product selection, a state-of-the-art distribution system, long-term
relationships with quality suppliers, targeted marketing and advertising and
innovative merchandising."

Advance Auto Parts, Inc. is based in Roanoke, Va., and is the second largest
auto parts chain in the nation. Additional information about the company,
employment opportunities, services, as well as on-line purchase of parts and
accessories can be found on the company web site at www.advanceautoparts.com.
                                                    ------------------------

                                      -2-


<PAGE>

ADVANCE AUTO PARTS COMPLETES                                              Page 3
ACQUISITION OF DISCOUNT AUTO PARTS

Certain statements contained in this news release are forward-looking
statements. These statements discuss, among other things, expected growth, store
development and expansion strategy, business strategies, future revenues and
future performance. The forward-looking statements are subject to risks,
uncertainties and assumptions including, but not limited to, competitive
pressures, demand for the Company's products, the market for auto parts, the
economy in general, inflation, consumer debt levels, the weather, terrorist
activities, war and other risk factors listed from time to time in the Company's
filings with the Securities and Exchange Commission. Actual results may
materially differ from anticipated results described in these forward-looking
statements.

                                      # # #

                                      -3-




<PAGE>

                                                                    Exhibit 99.4

                 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following pro forma consolidated financial data has been prepared by the
management of Advance Auto Parts, Inc. ("Advance Auto Parts") by applying pro
forma adjustments to the historical consolidated financial statements of Advance
Holding Corporation ("Advance Holding") and Discount Auto Parts, Inc.
("Discount") and the related notes thereto. The pro forma adjustments, which are
based upon available information and upon certain assumptions that Advance Auto
Parts' management believes are reasonable, are described in the accompanying
notes. The unaudited pro forma balance sheet as of October 6, 2001 was prepared
as if the merger with Discount and related financing had occurred on such date.
The unaudited pro forma consolidated statements of operations combine the
Advance Holding consolidated statements of operations for the fiscal year ended
December 30, 2000 (comprising fifty-two weeks), for the twelve months ended
October 6, 2001 (comprising fifty-two weeks) and for the nine month period ended
October 6, 2001 (comprising forty weeks) with the Discount unaudited
consolidated income statements for the twelve-month period ended
 November 28,
2000 (comprising fifty-two weeks), for the twelve-month period ended August 28,
2001 (comprising fifty-two weeks) and for the nine month period ended August 28,
2001 (comprising thirty-nine weeks), respectively, to reflect the merger and the
related financing as if such transactions had been consummated and were
effective as of January 2, 2000. Advance Auto Parts' fiscal year ends on the
Saturday closest to December 31 of each year, while Discount's fiscal year ends
on the Tuesday closest to May 31 of each year. Accordingly, for purposes of the
pro forma consolidated statements of operations, comparable annual and nine
month period results for the respective companies have been combined in order to
provide comparable results for the periods presented.

The merger has been accounted for under the purchase method of accounting. The
unaudited pro forma consolidated balance sheet as of October 6, 2001 reflects a
pro forma allocation of purchase price for the merger to the tangible and
intangible assets and liabilities acquired. The final allocation of such
purchase price, and the resulting depreciation and amortization expense, will
differ from the estimates contained herein due to the final allocation being
based on (a) the actual amounts of assets and liabilities on the closing
date,(b) final purchase price adjustments, including reserves that may be
recognized for possible exit costs, and (c) the final determination of values of
property and equipment and intangible and other assets. The actual allocation of
the purchase price, and the resulting effect on income from operations may
differ significantly from the pro forma amounts included herein.

The financial effects to Advance Auto Parts of the merger as presented in the
pro forma consolidated financial data are not necessarily indicative of Advance
Auto Parts' consolidated financial position or results of operations which would
have been obtained had the merger actually occurred on the dates described
above, nor are they necessarily indicative of the results of future operations.
The pro forma consolidated financial data should be read in conjunction with the
notes hereto, which are an integral part hereof, the consolidated historical
financial statements of Advance Holding and Discount and the notes thereto.


<PAGE>

           UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                  (amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                                       Twelve Months Ended October 6, 2001
                                        ---------------------------------------------------------------------
                                        Advance Holding        Discount                               Total
                                           Historical         Historical        Adjustments         Pro Forma
                                        ---------------      -----------       -----------        -----------
<S>                                         <C>              <C>               <C>                <C>
Net Sales                                   $ 2,436,282      $   668,024        $        0        $ 3,104,306
Cost of Sales                                 1,455,455          405,238                 0          1,860,693
                                            -----------      -----------       -----------        -----------
Gross Profit                                    980,827          262,786                 0          1,243,613
Selling, general and
   administrative expenses                      864,078          220,276            (4,420)(2)      1,079,934
                                            -----------      -----------       -----------        -----------
Income from operations                          116,749           42,510             4,420            163,679
Total interest expense                          (60,051)         (19,369)          (16,557)(1)        (95,977)
Other expenses, net                                 832            6,972                 0              7,804
                                            -----------      -----------       -----------        -----------
Income before provision for taxes                57,530           30,113           (12,137)            75,506
Provision for income taxes                      (22,927)         (10,823)            4,855(3)         (28,895)
                                            -----------      -----------       -----------        -----------
Net income from continuing
   operations                               $    34,603      $    19,290           ($7,282)       $    46,611
                                            ===========      ===========       ===========        ===========

Earnings per share from
   continuing operations
     Basic                                  $      1.22      $      1.15                          $      1.43
     Diluted                                       1.20             1.15                                 1.41
                                            ===========      ===========                          ===========
Weighted average common
   shares oustanding
     Basic                                       28,294           16,704                               32,594
     Diluted                                     28,773           16,746                               33,073
                                            ===========      ===========                          ===========
</TABLE>


     See Notes to Unaudited Pro Forma Consolidated Statements of Operations


<PAGE>

           UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                  (amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                                    Fiscal Year Ended December 30, 2000
                                        ---------------------------------------------------------
                                          Advance
                                          Holding       Discount                         Total
                                        Historical     Historical    Adjustments       Pro Forma
                                        ----------     ----------    -----------      -----------
<S>                                     <C>            <C>           <C>              <C>
Net Sales                               $2,288,022      $ 640,014    $         0       $2,928,036
Cost of Sales                            1,392,127        388,225              0        1,780,352
                                        ----------     ----------    -----------      -----------
Gross Profit                               895,895        251,789              0        1,147,684
Selling, general and
   administrative expenses                 803,106        202,401         (4,499) (2)   1,001,008
                                        ----------     ----------    -----------      -----------
Income from operations                      92,789         49,388          4,499          146,676
Total interest expense                     (66,640)       (21,812)        (6,517) (1)     (94,969)
Other expenses, net                          1,012          2,079              0            3,091
                                        ----------     ----------    -----------      -----------
Income before provision for taxes           27,161         29,655         (2,018)          54,798
Provision for income taxes                 (10,535)       (10,882)           808  (3)     (20,609)
                                        ----------     ----------    -----------      -----------
Net income from continuing
   operations                           $   16,626      $  18,773        ($1,210)      $   34,189
                                        ==========     ==========    ===========      ===========

Earnings per share from
   continuing operations
     Basic                              $     0.59      $    1.12                      $     1.05
     Diluted                                  0.58           1.12                            1.04
                                        ==========     ==========                     ===========
Weighted average common
   shares outstanding
     Basic                                  28,290         16,698                          32,596
     Diluted                                28,611         16,698                          32,911
                                        ==========     ==========                     ===========
</TABLE>


     See Notes to Unaudited Pro Forma Consolidated Statements of Operations


<PAGE>

           UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                  (amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                                     Nine Months Ended October 6, 2001
                                        ---------------------------------------------------------
                                          Advance
                                          Holding       Discount                         Total
                                        Historical     Historical    Adjustments       Pro Forma
                                        ----------     ----------    -----------      -----------
<S>                                     <C>            <C>           <C>              <C>
Net Sales                               $1,935,630       $507,074     $        0       $2,442,704
Cost of Sales                            1,151,287        307,652              0        1,458,939
                                        ----------     ----------    -----------      -----------
Gross Profit                               784,343        199,422              0          983,765
Selling, general and
   administrative expenses                 678,839        166,399         (3,368)(2)      841,870
                                        ----------     ----------    -----------      -----------
Income from operations                     105,504         33,023          3,368          141,895
Total interest expense                     (45,195)       (13,411)       (15,650)(1)      (74,256)
Other expense, net                             879          6,937              0            7,816
                                        ----------     ----------    -----------      -----------
Income before provision for taxes           61,188         26,549        (12,282)          75,455
Provision for income taxes                 (24,279)        (9,540)         4,913 (3)      (28,906)
                                        ----------     ----------    -----------      -----------
Net income from continuing
   operations                           $   36,909       $ 17,009        ($7,369)      $   46,549
                                        ==========     ==========    ===========      ===========

Earnings per share from
   continuing operations
     Basic                              $     1.30       $   1.02                      $     1.43
     Diluted                                  1.28           1.01                            1.41
                                        ==========     ==========                     ===========
Weighted average common
   shares outstanding
     Basic                                  28,295         16,705                          32,595
     Diluted                                28,827         16,761                          33,127
                                        ==========     ==========                     ===========
</TABLE>


       See Notes to Unaudited Pro Forma Consolidated Statements Operations


<PAGE>

       NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                             (amounts in thousands)


<TABLE>
<CAPTION>
                                                    Twelve Months   Fiscal Year    Nine Months
                                                        Ended          Ended          Ended
                                                      October 6,    December 30,    October 6,
                                                        2001            2000          2001
                                                    -------------   ------------   -----------
<S>                                                 <C>             <C>            <C>
(1) Reflects the following:
     Reduction in depreciation as a result
      of pro forma purchase price allocation
      based on an average useful lives of
      14 years (a)................................    $ (3,963)       $ (3,963)     $ (3,048)
     Less: Amortization of debt issuance
      costs and goodwill included in
      selling, general and administrative
      expenses in historical statement of
      operations of Discount .....................        (618)           (536)         (481)
     Elimination of amortization of deferred
      gain on sale leaseback .....................         161              --           161
                                                      --------        --------      --------
     Net decrease in selling, general and
      administrative expenses ....................    $ (4,420)       $ (4,499)     $ (3,368)
                                                      ========        ========      ========

(2) Gives effect to the increase in
     estimated interest expense from the use
     of borrowings to finance the merger (b):

      Commitment fees on unused borrowings
       related to the revolving credit
       facility ..................................    $   (710)       $   (710)     $   (382)
      Interest related to the tranche A term
       loan facility .............................     (11,700)        (11,700)       (9,000)
      Interest related to the tranche B term
       loan facility .............................     (21,350)        (21,350)      (16,423)
      Interest related to the new senior
       subordinated notes ........................     (20,500)        (20,500)      (15,769)
      Amortization of original issuance
       discount related to the new senior
       subordinated notes amortized over 6
       years .....................................      (1,540)         (1,540)       (1,185)
      Amortization of debt issuance costs
       related to the new credit facility
       and the new senior subordinated notes
       amortized over 6 years ....................      (3,725)         (3,725)       (2,865)
    Less: Interest expense and
     amortization of debt issuance
     costs in historical statement of
     operations related to debt
     extinguished in connection with
     the merger ..................................      42,968          53,008        29,974
                                                      --------        --------      --------
     Net increase in interest expense ............    $(16,557)       $ (6,517)     $(15,650)
                                                      ========        ========      ========
</TABLE>



<PAGE>

       NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                             (amounts in thousands)

--------

(a)  Advance Auto Parts has not yet completed valuations of the fair values of
     Discount's tangible and intangible assets. Advance Auto Parts believes that
     Discount has intangible assets related to trade names, trade dress,
     customer contracts and related customer relationships that may ultimately
     be assigned fair market value in the final purchase price allocation,
     however, the amounts to be assigned to these intangible assets cannot be
     estimated currently. Accordingly, the net decrease to book value of
     property and equipment and intangible assets that results from the purchase
     price allocation has been allocated in its entirety to property and
     equipment for purposes of this pro forma presentation and depreciated based
     on an assumed average useful life of 14 years. The allocation of the net
     decrease to book value of property and equipment and intangible assets may
     differ significantly from the pro forma allocation and, as a result, the
     final related reduction in depreciation expense and increase to
     amortization expense for intangible assets may differ significantly from
     the pro forma presentation.

(b)  Reflects pro forma interest expenses calculated assuming (i) a LIBOR rate
     of 3.0% plus a spread of 3.5% and 4.0% for the Tranche A Term Loan and
     Tranche B Term Loan portions of the new credit facility of Advance Stores
     Company, Incorporated ("ASCI"), respectively, (ii) a yield to maturity of
     11.875% on the senior subordinated notes, which includes a cash interest
     component based on a coupon rate of 10 1/4%, and (iii) commitment fees on
     unused borrowings on the new credit facility using a rate of 0.5% per
     annum. The interest rates on the new credit facility are variable. A change
     in the rates of 1/8 of 1% on these borrowings would change the pro forma
     interest expense for the fiscal year ended December 30, 2000 and the Twelve
     Months Ended October 6, 2001 by $606 and for the Nine Months Ended October
     6, 2001 by $466.

(3) Estimated tax effects of the pro forma adjustments at a statutory rate of
approximately 40%.


<PAGE>

                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                             (amounts in thousands)


<TABLE>
<CAPTION>
                                                         Advance Holding     Discount
                                                            Historical      Historical
                                                            October 6,      August 28,         Total               Total
                                                               2001            2001         Adjustments          Pro Forma
                                                          --------------  --------------  --------------      --------------
<S>                                                       <C>             <C>             <C>                 <C>
Assets:
Current Assets:
     Cash and cash equivalents                             $     11,918    $      6,372    $     (4,768) (1)   $     13,922
     Receivables, net                                            89,632             -               -                89,632
     Inventories                                                805,392         243,053         (20,049) (2)      1,028,396
     Other current assets                                        18,462          18,734          17,903 (10)         55,099
                                                          --------------  --------------  --------------      --------------
          Total Current Assets                                  925,404         268,159           3,047           1,196,610


Property and equipment, net                                     406,531         384,463         (22,168) (3)        768,826
Assets held for sales                                            22,388             -               -                22,388
Other assets, net                                                21,069           4,431          11,187  (4)         36,687
                                                          --------------  --------------  --------------      --------------
          Total Assets                                     $  1,375,392    $    657,053    $    (17,495)       $  2,014,950
                                                          ==============  ==============  ==============      ==============


Liabilities and Stockholders' Equity
Current Liabilities:
     Bank overdrafts                                       $     10,546    $        -      $        -          $     10,546
     Current portion of long- term debt                             -             1,200          (1,200) (5)             -
     Accounts payable                                           403,668          75,609             -               479,277
     Accrued expenses                                           142,310          23,092           9,900  (6)        175,302
     Other current liabilities                                   50,802           2,013          (1,342) (9)         51,473
                                                          --------------  --------------  --------------      --------------
          Total Current Liabilities                             607,326         101,914           7,358             716,598

Long term debt                                                  532,382         209,608         200,693  (5)        942,683
Other long-term liabilities                                      39,311          19,207           6,937  (7)         65,455

Stockholders' equity                                            196,373         326,324        (232,483) (8)        290,214
                                                          --------------  --------------  --------------      --------------
          Total Liabilities and Stockholders' Equity       $  1,375,392    $    657,053    $    (17,495)       $  2,014,950
                                                          ==============  ==============  ==============      ==============
</TABLE>


        See Notes to the Unaudited Pro Forma Consolidated Balance Sheet


<PAGE>

             NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                  (amounts in thousand, except per share data)

The Unaudited Pro Forma Consolidated Balance Sheet reflects the merger as if it
occurred as of October 6, 2001 (actual amounts may differ significantly from the
pro forma amounts estimated below).

(1) Reflects increases and decreases in cash resulting from the pro forma
adjustments:


<TABLE>
<S>                                                                   <C>
Cash increases:
Proceeds from the issuance of the following: (See note (5) below)
Revolving credit facility .........................................   $       -
Tranche A term loan facility ......................................     180,000
Tranche B term loan facility ......................................     305,000
New senior subordinated notes .....................................     185,600
                                                                      ---------
     Total cash inflows ...........................................     670,600
                                                                      ---------

Cash decreases:
Cash portion of purchase price for acquisition (a) ................    (128,479)
Repayment of Discount's existing long-term debt (b) ...............    (217,108)
Repayment of ASCI senior debt under existing deferred term
   loan, delayed draw, revolving credit and Tranche B facilities
   (See note (5) below) ...........................................    (260,299)
Purchase of Discount's Gallman distribution facility from the
   lessor .........................................................     (34,082)
Estimated debt issuance costs (See note (4) below) ................     (22,350)
Estimated stock issuance costs (See note (8) below) ...............      (6,325)
Estimated acquisition related costs (See note (2) below) ..........      (6,325)
                                                                      ---------
     Total cash outflows ..........................................    (674,968)
                                                                      ---------

Net impact on cash ................................................   $  (4,368)
                                                                      =========
</TABLE>


--------------
(a)  Amount includes $125,436 to purchase approximately 16,724,756 shares of
     Discount's common stock at $7.50 per share and $3,043 to purchase
     outstanding in the money options to acquire Discount common stock.

(b)  Amount includes $210,808 to retire long-term debt outstanding and $6,300 in
     debt prepayment penalties.

(2) The merger will be accounted for as a purchase in accordance with Statement
of Financial Accounting Standards No. 141, Business Combinations. The purchase
price is being allocated first to the tangible assets and liabilities of
Discount based upon preliminary estimates of their fair market values, assuming
the merger had occurred on October 6, 2001, with the excess of the estimated
fair market value of the net assets acquired over the purchase price allocated
on a pro rata basis to reduce property and equipment and intangible assets for
pro forma purposes, as follows:


<PAGE>

            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                  (amounts in thousand, except per share data)


<TABLE>
<S>                                                                               <C>
Components of purchase price:
Cash to Discount shareholders (see note (1) above) ............................   $128,479
Advance Auto Parts common stock to Discount shareholders (4,309,970 shares
   valued at $24.60 per share)(a) .............................................    106,025
Prepayment penalties associated with the extinguishment of
   Discount's existing long-term debt (see note (1) above) ....................      6,300
Accrual for Advance Auto Parts' obligation to purchase continuing insurance
   coverage for Discount's directors and officers for pre-merger time
   periods  as required by the merger agreement (see note (6) below) ..........        700

Fair value of outstanding options to purchase 1,115,182 shares of Discount
   common stock that will be converted to options to purchase 574,765 shares of
   Advance Auto Parts common stock, valued at $1.92
   per option (b) .............................................................      1,104
Estimated acquisition related costs ...........................................      6,325
                                                                                  --------
     Total purchase price .....................................................    248,933
</TABLE>


--------
(a)  Assumes a $13.84 per share value for Discount common stock (inclusive of
     $7.50 in cash) based on the historical trading value of Discount's common
     stock on and around the announcement date of the merger.

(b)  The fair value of the options to purchase shares of Advance Auto Parts
     common stock was determined using the Black-Scholes option-pricing model
     with the following assumptions: (i) risk-free interest rate of 3.92%; (ii)
     an expected life of two years; (iii) a volatility factor of .40; (iv) a
     fair value of Advance Auto Parts common stock of $24.60; and (v) expected
     dividend yield of zero.


<TABLE>
<S>                                                                                 <C>
Derivation of book value:
   Historical book value of Discount's net assets ................................. (326,324)
   Adjustments to recognize (assets) liabilities in purchase
     accounting:
        Reserve for severance payments related to change in control
          agreements ..............................................................   13,500
        Purchase accounting adjustment to conform Discount's accrual
          for self-insured liabilities, based on an estimated case-by-case
          basis and amounts incurred but not reported to Advance Auto Parts'
          policy of utilizing actuarially developed accruals for such
          liabilities (See note (6) below) ........................................    1,000
        Purchase accounting adjustment to increase Discount's warranty accrual
          on pre-acquisition sales of certain Discount merchandise to conform
          with Advance Auto Parts' merchandise return policies
          (See note (6) below) ....................................................    3,000
        Purchase accounting adjustment to accrue for the settlement of
          certain consulting agreements as required by the merger
          agreement (See note (6) below) ..........................................    1,500
        Deferred tax impact of pro forma adjustments (See note (9)
          below) ..................................................................  (16,608)
   Adjustments to reflect fair market value of net assets acquired:
        Elimination of net book value of goodwill and deferred
          financing costs acquired (See note (4) below) ...........................    4,200
        Elimination of deferred gain related to a sale-leaseback
          transaction previously consummated by Discount (See note (7)
          below) ..................................................................   (5,900)
</TABLE>



<PAGE>

            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                  (amounts in thousand, except per share data)

Decrease in book value of receivables to the amount required
   given Advance Auto Parts historical acquisition receivables
   collection experience ($400) and inventory ($20,049)
   arising primarily due to Advance Auto Parts management's
   plans for disposal at sales prices less than book value.......       20,449
                                                                     ---------
     Net decrease to book value of property and equipment and
        intangible assets .......................................    $ (56,250)
                                                                     =========

The foregoing pro forma purchase price allocation is based on available
information and certain assumptions that Advance Auto Parts believes are
reasonable. Advance Auto Parts is currently evaluating certain exit costs that
may be incurred in connection with the merger and may establish additional
reserves, not reflected in the accompanying pro forma consolidated financial
data, at the closing of the merger based on the results of its evaluation. Any
reserves established will result in a pro rata increase in property and
equipment, resulting in additional provisions for depreciation expense. The
final purchase price allocation will be based on the outcome of the matter
referred to above, final determination of the fair values of the tangible and
intangible assets acquired at the date of the merger as determined by appraisal
or other methods, and actual amounts of assets and liabilities on the closing
date. The final purchase price allocation may differ significantly from the pro
forma allocation.

(3) Reflects the following:

Purchase of Discount's Gallman distribution facility from the
   lessor (See note (1) above) .................................     $  34,082
Purchase accounting adjustment (See note (2) above) (a) ........       (56,250)
                                                                     ---------
                                                                     $ (22,168)
                                                                     =========
------------
(a)  Advance Auto Parts has not yet completed valuations of the fair values of
     Discount's tangible and intangible assets. Advance Auto Parts believes that
     Discount has intangible assets related to trade names, trade dress,
     customer contracts and related customer relationships that may ultimately
     be assigned fair market values in the final purchase price allocation,
     however, the amounts to be assigned to these intangible assets cannot be
     estimated currently. Accordingly, the net decrease to book value of
     property and equipment and intangible assets determined in (1) above has
     been allocated in its entirety to property and equipment for purposes of
     this pro forma presentation. The final allocation of the net decrease to
     book value of property and equipment and intangible assets may differ
     significantly from the pro forma allocation.


<PAGE>

            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                  (amounts in thousand, except per share data)

(4) Reflects the following (a):

Purchase accounting adjustment (See note (2) above) ............     $  (4,200)
Estimated deferred debt issuance costs (See note (1) above) ....        22,350
Elimination of deferred debt issuance costs related to ASCI's
   debt that was refinanced
   (See note (8) below) ........................................        (6,963)
                                                                    ----------
                                                                    $   11,187
                                                                    ==========
--------------
(a)  See note (a) to note (3) above.

(5) Reflects the following:

Proceeds from the issuance of long-term debt under the New
  Credit Facility and the New Senior Subordinated Notes
  (See note (1) above) ......................................       $  670,600
Repayment of Discount's existing debt:
     Current portion of long-term debt ......................           (1,200)
     Long-term debt .........................................         (209,608)
Repayment of ASCI's senior debt under existing deferred term
  loan, delayed draw, revolving credit and Tranche B
  facilities (See note (i) above) ...........................         (260,299)
                                                                    ----------
     Subtotal ...............................................       $  199,493
Current portion of Discount's long-term debt repaid .........            1,200
                                                                    ----------
                                                                    $  200,693
                                                                    ==========

(6) Reflects the following:

Current portion of the purchase accounting adjustment to
  accrue for severance payments related to change in
  control agreements (See note (2) above) ...................       $    3,700

Purchase accounting adjustment to conform Discount's accrual
  for self- insured liabilities, based on an estimated
  case-by-case basis and amounts incurred but not reported
  to Advance Auto Parts' policy of utilizing actuarially
  developed accruals for such liabilities (See note (2)
  above) ....................................................            1,000
Purchase accounting adjustment to increase Discount's
  warranty accrual to reflect Advance Auto Parts' expanded
  return policy on pre-acquisition sales of certain Discount
  merchandise (See note (2) above) ..........................            3,000
Purchase accounting adjustment to accrue for the settlement
  of certain consulting agreements as required by the merger
  agreement (See note (2) above) ............................            1,500
Accrual for Advance Auto Parts' obligation to purchase
  continuing insurance coverage for Discount's directors and
  officers (see note (2) above) .............................              700
                                                                    ----------
                                                                    $    9,900
                                                                    ==========

(7) Reflects the following:

Long-term portion of the purchase accounting adjustment to
  reserve for severance payments related to change in
  control agreements (See note (2) above) ...................       $    9,800
Deferred tax impact of pro forma adjustments (See note (9)
  below) ....................................................            3,037
Elimination of deferred gain related to a sale-leaseback
  transaction previously consummated by Discount (See note
  (2) above) ................................................           (5,900)


<PAGE>

             NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                  (amounts in thousand, except per share data)

                                                                   ----------
                                                                   $    6,937
                                                                   ==========

(8) Reflects the following:

Issuance of 4,309,970 shares of Advance Auto Parts common stock
  valuedat $24.60 per share to Discount shareholders (See
  note (2) above) .............................................    $  106,025
Estimated stock issuance costs (See note (1) above) ...........        (6,325)
Fair value of outstanding options to purchase 1,115,182
  shares of Discount common stock that will be converted to
  options to purchase 574,765 shares of Advance Auto Parts
  common stock, valued at $1.92 per option (See note (2)
  above) ......................................................         1,104
Elimination of historical Discount stockholders' equity (See
  note (2) above) .............................................      (326,324)
Elimination of deferred debt issuance costs related to ASCI's
  debt that was refinanced (See note (4) above) ...............        (6,963)
                                                                   ----------
                                                                   $ (232,483)
                                                                   ==========

(9) Advance Auto Parts anticipates that the merger will be accounted for as a
tax-free transaction resulting in the tax bases of assets and liabilities being
carried over from Discount. Components of the net pro forma change in deferred
taxes related to changes in amounts allocated to assets and liabilities for
financial reporting purposes and other purchase accounting adjustments:

Current deferred tax asset ....................................    $   18,303
Reclassification of current deferred tax liability to
  current deferred tax asset ..................................         1,342
Noncurrent deferred tax liability .............................        (3,037)
                                                                   ----------
                                                                   $   16,608
                                                                   ==========

(10) Reflects the following:

Current deferred tax impact of pro forma adjustments (See
  note (9) above) .............................................    $   18,303
Decrease in book value of receivables to the amount required
  given Advance's historical acquisition receivables
  collection experience (see note (2) above) ..................          (400)
                                                                   ----------
                                                                   $   17,903
                                                                   ==========


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