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| PROSPECTUS |
FILED PURSUANT TO RULE 424(B)(3) |
REGISTRATION NO. 333-105742
380,000 Shares
COMMON STOCK
This prospectus relates to the offering of 380,000 shares of our common stock which are owned by some of our current stockholders. The selling stockholders will pay all selling commissions, if any, applicable to the sale of the common stock. We will not receive any of the proceeds of this offering, as all proceeds will be received by the selling stockholders.
The offering price for the common stock may be the market price for our common stock prevailing at the time of sale, a price related to the prevailing market price, a negotiated price or such other price as the selling stockholders determine from time to time.
Our common stock is quoted on the New York Stock Exchange under the symbol “AAP.” On May 30, 2003, the last reported sale price of our common stock was $59.48 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 11, 2003.
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You should rely only on the information contained in this prospectus, incorporated in this prospectus by reference to the documents listed in the section “Where You Can Find More Information”, or contained in any supplement to this prospectus. We have not, and the selling stockholders have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The shares offered by this prospectus are not being offered in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of this prospectus or any supplement. Our business, financial condition, results of operations and prospects may have changed since those dates.
All brand names and trademarks appearing in this prospectus, including “Advance,” are the property of their respective holders.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy materials that we have filed with the Securities and Exchange Commission, or the SEC, including the registration statement of which this prospectus is a part, at the SEC reference room located at 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. Please telephone the SEC at 1-800-SEC-0330 (1-800-732-0330) for further information on the public reference room. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. You may find our reports, proxy statements and other information at the SEC website. In addition, you can obtain reports and proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of the registration statement on Form S-3 we have filed with the SEC. As permitted by the SEC rules, this prospectus does not contain all the information that we have included in the registration statement we filed with the SEC. Prospective investors may refer to the registration statement and the documents we have incorporated by reference for more information about us and our common stock.
The SEC allows us to “incorporate by reference” the information that we file with it, which means that we can disclose important information to prospective investors by referring prospective investors to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file with the SEC after the date of this prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus until the termination of this offering:
| • | our annual report on Form 10-K for the fiscal year ended December 28, 2002 filed with the SEC on March 27, 2003, including portions of our Proxy Statement for our 2003 Annual Meeting of Stockholders incorporated by reference therein; |
| • | our quarterly report on Form 10-Q filed with the SEC on May 20, 2003; and |
| • | the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on November 29, 2001. |
Upon request, we will provide to any prospective investor without charge a copy of the documents that we incorporate by reference into this prospectus. To request a copy of any or all of these documents, prospective investors should write or telephone us at the following address and telephone number:
Jimmie L. Wade
President and Chief Financial Officer
5673 Airport Road
Roanoke, Virginia 24012
(540) 362-4911
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We operate in the United States automotive aftermarket industry, which includes replacement parts (excluding tires), accessories, maintenance items, batteries and automotive chemicals for cars and light trucks (pick-ups, vans, minivans and sport utility vehicles).
We are the second largest specialty retailer of automotive parts, accessories and maintenance items to “do-it-yourself,” or DIY, customers in the United States, based on store count and sales. We are the largest specialty retailer of automotive products in the majority of the states in which we currently operate, based on store count. At April 19, 2003, we had 2,024 stores operating under the “Advance Auto Parts” trade name in 37 states in the Northeastern, Southeastern and Midwestern regions of the United States. In addition, as of that date, we operated 89 stores under the “Advance Discount Auto Parts” trade name and 306 stores under the “Discount Auto Parts” trade name in Florida, and operated 37 stores under the “Western Auto” trade name located primarily in Puerto Rico and the Virgin Islands.
Our combined operations are conducted in two operating segments, retail and wholesale. The retail segment consists of our retail operations operating under the trade names “Advance Auto Parts”, “Advance Discount Auto Parts” and “Discount Auto Parts” in the United States and “Western Auto” primarily in Puerto Rico and the Virgin Islands. Our wholesale segment includes a wholesale distribution network, which provides distribution services of automotive parts, accessories and specialty items to approximately 390 independently owned dealer stores in 43 states primarily operating under the “Western Auto” trade name.
In addition to our DIY business, we serve “do-it-for-me,” or DIFM, customers via sales to commercial accounts. Sales to DIFM customers represented approximately 15% of our retail customers in 2002 and consisted of sales to both walk-in commercial customers and sales delivered to our commercial customers’ places of business, including independent garages, service stations and auto dealers. At April 19, 2003, we had 1,467 stores participating in our commercial delivery programs.
Our principal executive offices are located at 5673 Airport Road, Roanoke, Virginia 24012, and our telephone number is (540) 362-4911. Our website is located at “www.advanceautoparts.com.” Information contained on our website is not part of this prospectus.
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Certain statements in this prospectus and any supplements to this prospectus and the documents it or they incorporate by reference are “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 and are included in this statement for purposes of complying with the 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 and any supplements to this prospectus and the documents it or they incorporate by reference 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 and any supplements to this prospectus and the documents it or they incorporate by reference. These risks, uncertainties and contingencies include, but are not limited to, the following:
| • | our ability to expand our business; |
| • | the implementation of our business strategies and goals; |
| • | integration of our previous and future acquisitions; |
| • | a decrease in demand for our products; |
| • | competitive pricing and other competitive pressures; |
| • | our relationships with our vendors; |
| • | our involvement as a defendant in litigation or incurrence of judgments, fines or legal costs; |
| • | deterioration in general economic conditions; |
| • | our ability to meet debt obligations and adhere to the restrictions and covenants imposed under our debt instruments; |
| • | our critical accounting policies; and |
| • | other statements that are not of historical fact made through this prospectus, including in the sections entitled “The Company.” |
We assume 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 SEC, and you should not place undue reliance on those statements.
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We will not receive any proceeds from the sale of the shares offered by this prospectus. All proceeds from the sale of the shares offered hereby will be for the account of the selling stockholders.
The following table sets forth the number of shares owned by the selling stockholders at May 21, 2003 and the maximum number of shares the selling stockholders are entitled to sell from time to time under this prospectus. However, such selling stockholders are under no obligation to sell all or any portion of such shares, nor are the selling stockholders obligated to sell any such shares immediately under this prospectus. Because the selling stockholders may sell all or some of their shares of common stock offered hereby, we cannot be certain as to the number of shares of common stock that will be held by the selling stockholders upon termination of any offering made under this prospectus. Information with respect to beneficial ownership is based on information furnished to us by the selling stockholders included in the table or included in filings with the SEC. We believe that the selling stockholders have sole voting and investment power for shares beneficially owned, subject to community property laws where applicable.
The percentages of common stock beneficially owned are based on 36,339,287 shares of our common stock outstanding at May 21, 2003.
| Shares of Common Stock Owned Prior to this Offering |
Maximum Number of Shares of Common Stock Offered |
Shares of Common Stock Owned After Completion of this Offering if Maximum Sold | ||||||||
| Number |
Percentage |
Number |
Number |
Percentage | ||||||
| Nicholas F. Taubman |
1,398,732 |
3.8% |
190,000 |
1,208,732 |
3.3% | |||||
| Arthur Taubman Trust dated July 13, 1964(1) |
1,148,633 |
3.2 |
190,000 |
958,633 |
2.6 | |||||
| (1) | The trustees of the Arthur Taubman Trust dated July 13, 1964 are Eugenia Taubman, who is the spouse of Nicholas F. Taubman, John G. Rocovich and First Premier Bank. |
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The shares of common stock covered by this prospectus may be offered and sold from time to time in one or more transactions by the selling stockholders. As used in this prospectus, the term “selling stockholders” includes pledgees, donees, transferees or other successors-in-interest selling shares received from the selling stockholders as pledgors, donors, borrowers or in connection with other non-sale-related transfers after the date of this prospectus. This prospectus may also be used by transferees of the selling stockholders, including broker-dealers or other transferees who borrow or purchase the shares to settle or close out short sales of shares of common stock. The shares may be sold at the market price for our common stock prevailing at the time of sale, a price related to the prevailing market price, a negotiated price or such other price as the selling stockholders determine from time to time. The shares may be sold by one or more methods of sale, including, without limitation, the following methods:
| • | market transactions in accordance with the rules of the New York Stock Exchange or any other available markets or exchanges; |
| • | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| • | block trades in which the broker-dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer or other person as principal, and resale by such broker-dealer for its own account pursuant to this prospectus; |
| • | privately negotiated transactions; |
| • | a combination of any of the above transactions; and |
| • | any other method permitted by applicable law. |
In addition, the selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers or other financial institutions may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell shares short and redeliver the shares to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers which require the delivery of the shares to the broker-dealer . The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The selling stockholders may also pledge or loan the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon a default the broker-dealer may sell the pledged shares pursuant to this prospectus.
In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers or agents to participate in such sales. Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. We will pay all expenses incident to the offering and sale of the shares to the public other than any commissions and discounts of dealers or agents and any transfer taxes, which will be paid by the selling stockholders.
The selling stockholders and any broker-dealer or agent who participates with the selling stockholders in the distribution of such shares may be deemed to be “underwriters” under the Securities Act, and any discount, commission or concession they receive may be an underwriting discount or commission under the Securities Act.
In order to comply with the securities laws of some states, if applicable, the shares of common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
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We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus available to the selling stockholders and we have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered by this prospectus.
The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against some liabilities, including liabilities arising under the Securities Act.
Upon a selling stockholder notifying us that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock offered hereby through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to the requirements of the Securities Act, disclosing the name of each such selling stockholder and of any participating broker-dealer, the number of shares offered, and the other terms of the offering, including the selling price, the commissions paid or discounts or concessions allowed to such broker-dealer, or any other facts material to the transaction. In addition, upon a selling stockholder notifying us that a donee, pledgee, transferee or successor-in-interest intends to sell more than 500 shares, a supplement to this prospectus will be filed.
Additional information related to the selling stockholders and plan of distribution may be provided in one or more prospectus supplements.
The validity of the common stock offered under this prospectus will be passed upon for us by Riordan & McKinzie, a Professional Law Corporation, Los Angeles, California. Principals and employees of Riordan & McKinzie are partners in partnerships that are limited partners of an investment fund that own shares of our common stock.
The financial statements and the related financial statement schedules incorporated in this prospectus by reference from the annual report on Form 10-K of Advance Auto Parts, Inc. for the year ended December 28, 2002, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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