-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SmBdwcpDxos8+fvnvmzCYvTjSjBR81XvC4D7yi+ypD7npOgNPUaMEGF/XJa90tAq QRElhcDVoWT4HJ2/Ni6SUA== 0000950152-98-006852.txt : 19980817 0000950152-98-006852.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950152-98-006852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980811 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONRO MUFFLER BRAKE INC CENTRAL INDEX KEY: 0000876427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 160838627 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19357 FILM NUMBER: 98691108 BUSINESS ADDRESS: STREET 1: 200 HOLLEDER PKWY CITY: ROCHESTER STATE: NY ZIP: 14615-3808 BUSINESS PHONE: 7166476100 8-K 1 MONRO MUFFLER BRAKE, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of Earliest Event Reported): August 11, 1998 MONRO MUFFLER BRAKE, INC. ------------------------- (Exact name of registrant as specified in its charter) Commission File Number 0-19357 New York 16-0838627 (State of incorporation) (I.R.S. Employer Identification No.) 200 Holleder Parkway, Rochester, New York 14615 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (716) 647-6400 2 Item 5. Other Events. - ---------------------- On August 11, 1998, the Company along with Speedy Muffler King Inc., Bloor Automotive Inc. and Speedy Car-X Inc. agreed to amend the definitive purchase agreement, originally executed April 13, 1998, (the "Agreement"), relating to the purchase of certain assets relating to the United States business of Bloor Automotive Inc. and certain assets of Speedy Car-X Inc., in order to extend the outside termination date from "August 11, 1998" to "August 31, 1998". Amendment No. 1 to the Agreement has been filed as exhibit 10.1 to this Form 8-K. Item 7. Financial Statements and Exhibits. - ------------------------------------------ The following is a list of exhibits filed with this Current Report on Form 8-K indexed to their location in the sequentially numbered copy. Exhibit No. Description Page - ----------- ----------- ---- 10.1 Amendment No. 1 to the Asset 4 Purchase Agreement dated August 11, 1998 -2- 3 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. MONRO MUFFLER BRAKE, INC. ------------------------- (Registrant) August 11, 1998 /s/ Catherine D'Amico --------------------------------- Catherine D'Amico Sr. Vice President-Finance & CFO -3- EX-10.1 2 EXHIBIT 10.1 1 Exhibit 10.1 AMENDMENT #1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT #1, dated August 11, 1998 (the "Amendment"), is to the ASSET PURCHASE AGREEMENT, dated as of April 13, 1998 (the "Agreement"), by and among SPEEDY MUFFLER KING INC., an Ontario corporation ("Parent"), SPEEDY (U.S.A.), INC., a Delaware corporation ("Speedy U.S.A."), BLOOR AUTOMOTIVE INC., a Delaware corporation ("Bloor"), SPEEDY CAR-X INC., a Delaware corporation ("Car-X", and together with Bloor, "Sellers"), SPEEDY HOLDING CORP., a Delaware corporation ("Purchaser"), and MONRO MUFFLER BRAKE, INC., a New York corporation ("Monro"). WITNESSETH: ----------- WHEREAS, the Parent, Speedy U.S.A, the Sellers, the Purchaser and Monro desire to amend the Agreement on the terms and conditions hereinafter set forth; WHEREAS, any capitalized term used and not defined herein shall have the same meaning as set forth in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Section 2.1 of Article 12 of the Agreement is hereby amended to read in its entirety as follows: "Section 2.1. PURCHASE PRICE. The aggregate purchase price (the "Purchase Price") for the Assets shall be (i) Fifty Two Million Dollars ($52,000,000), (ii) plus or minus any Adjusting Payment (as defined in Section 2.5), (iii) if the closing under the Detroit Contract has occurred prior to the Closing Date, minus the consideration received by Sellers or their affiliates in such sale net of related transaction costs (including, without limitation, legal fees, finders fees and environmental remediation expenditures) and (iv) minus any and all reasonably documented charges, costs, fees and expenses paid or incurred by Monro or Purchaser, such as utility charges, on behalf of the Sellers prior to the Closing Date. All references to "$" or "Dollars" in this Agreement shall mean U.S. Dollars unless otherwise specified." -4- 2 2. Paragraph (d) of Section 8.1 of Article 8 of the Agreement is hereby amended to read in its entirety as follows: Section 8.1. TERMINATION. This Agreement may be terminated at any time at or prior to the Closing (the "Termination Date"): "(d) by notice from either Monro or Parent to the other if the Acquisition shall not have been consummated on or before (i) July 13, 1998, if the Sellers have caused the condition set forth in Section 6.1(c) to be satisfied on or before June 22, 1998, and otherwise (ii) 20 days after the Sellers have caused the condition set forth in Section 6.1(c) to be satisfied, but in no event later than August 31, 1998 (unless in any case the failure to consummate the Acquisition by such date shall be due to the action or failure to act of the party or its Affiliate seeking to terminate this Agreement, including, without limitation, any breach of its obligations under Section 5.4)." IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written. SPEEDY MUFFLER KING INC. By: /s/ Mary Jane Allen ------------------------------- Name: Mary Jane Allen Title: Treasurer BLOOR AUTOMOTIVE INC. By: /s/ Mary Jane Allen ------------------------------- Name: Mary Jane Allen Title: Controller SPEEDY CAR-X INC. By: /s/ Mary Jane Allen ------------------------------- Name: Mary Jane Allen Title: Controller -5- 3 SPEEDY (U.S.A.), INC. By: /s/ Mary Jane Allen ------------------------------- Name: Mary Jane Allen Title: Controller SPEEDY HOLDING CORP. By: /s/ Catherine D'Amico ------------------------------- Name: Catherine D'Amico Title: Secretary MONRO MUFFLER BRAKE, INC. By: /s/ Catherine D'Amico ------------------------------- Name: Catherine D'Amico Title: Chief Financial Officer -6- -----END PRIVACY-ENHANCED MESSAGE-----