UNITED STATES
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): November 29, 2012
MONRO MUFFLER BRAKE, INC.
(Exact name of registrant as specified in its charter)
| New York | 0-19357 | 16-0838627 | ||
| (State of Incorporation) |
(Commission File Number) |
(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 (585) 647-6400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 29, 2012, the Board of Directors of Monro Muffler Brake, Inc. (the “Company”), upon the recommendation of the Company’s Nominating Committee, appointed Stephen C. McCluski to the Board to fill the newly-established Board position created upon the Board’s decision to increase the number of Board members from nine to ten. Mr. McCluski’s appointment took effect immediately. Mr. McCluski has been determined by the Board to be independent within the meaning of the independent director standards of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc. Additionally, Mr. McCluski will serve on the Company’s Audit Committee. As a non-employee member of the Board, Mr. McCluski is entitled to the director compensation disclosed in the Company’s Proxy Statement, filed on July 7, 2012. There are no arrangements or understandings between Mr. McCluski and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company is a party and in which Mr. McCluski has a material interest subject to disclosure under Item 404(a) of Regulation S-K. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 8.01 | Voluntary Disclosure of Other Events. |
On November 29, 2012, the Board of Directors declared a quarterly cash dividend of $.10 per share for the third quarter of the Company’s 2013 fiscal year, ending March 30, 2013. In addition, in order to allow shareholders to take advantage of current income tax rates on dividend income, the Board accelerated its declaration of the quarterly cash dividend of $.10 per share for the fourth quarter of fiscal 2013. Both dividends will be payable on December 21, 2012 to shareholders of record as of December 11, 2012, including shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. As a result of the acceleration of the payment of the fourth quarter dividend into the third quarter of fiscal 2013, the Company will not declare or pay any dividends in the fourth quarter of fiscal 2013.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | The following is a list of exhibits furnished with this Current Report on Form 8-K: |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 3, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONRO MUFFLER BRAKE, INC. (Registrant) | ||||||
| December 4, 2012 | By: | /s/ Catherine D’Amico | ||||
| Catherine D’Amico | ||||||
| Executive Vice President—Finance | ||||||
Exhibit 99.1
| CONTACT: | John Van Heel |
Chief Executive Officer
(585) 647-6400
Robert Gross
Executive Chairman
(585) 647-6400
Catherine D’Amico
Executive Vice President – Finance
Chief Financial Officer
(585) 647-6400
Investors: Jennifer Milan
Media: Kelly Whitten
FTI Consulting
(212) 850-5600
FOR IMMEDIATE RELEASE
MONRO MUFFLER BRAKE, INC. ANNOUNCES BOARD OF DIRECTORS APPOINTMENT AND ACCELERATION OF FOURTH QUARTER FISCAL 2013 DIVIDEND PAYMENT TO COMBINE PAYMENT WITH THIRD QUARTER FISCAL 2013 DIVIDEND PAYMENT
ROCHESTER, N.Y. – December 4, 2012 – Monro Muffler Brake, Inc. (Nasdaq: MNRO) (“Monro” or the “Company”), a leading provider of automotive undercar repair and tire services, today announced that Stephen C. McCluski has been appointed to the Company’s Board of Directors effective November 29, 2012. Mr. McCluski will also serve on the Board’s Audit Committee. Additionally, the Company announced that its Board approved a revised payment date for its regular quarterly cash dividend for the fourth quarter of fiscal 2013.
Rob Gross, Executive Chairman stated, “We are pleased to have Steve join our Board of Directors and serve on our Audit Committee. Steve brings to our Board a wealth of financial experience and is a true leader with a proven track record of success. His leadership ability and expertise will be invaluable in guiding our company as we continue to execute on our long-term strategy and capitalize on the opportunities we see in the marketplace.”
Mr. McCluski, age 60, has more than 35 years of business and financial reporting experience, most recently serving as Senior Vice President and Chief Financial Officer of Bausch & Lomb from 1995 until his retirement in 2007. Mr. McCluski joined Bausch & Lomb in 1988 and held a variety of roles in executive level management throughout his tenure with the company. Prior to joining Bausch & Lomb, Mr. McCluski held a variety of positions at Price Waterhouse in Rochester, NY, and Hartford, Connecticut. In addition to his financial experience, Mr. McCluski serves as Chairman of the Board of PACS Industries, Inc. (a Deltapoint portfolio company) and ImmunoGen, Inc. (NASDAQ: IMGN). Additionally, he serves on the Board of American Aerogel Corp. (a private company) and Lasermax, Inc. (a private company). He also served on the Board of Standard Microsystems Corp. (acquired by Microchip Technology Inc.,
NASDAQ: MCHP), prior to the sale of that company. He currently serves as on operating director of DeltaPoint Capital Management, LLC, a private equity group, on the Advisory Board of the Wilmot Cancer Center of the University of Rochester and as a trustee at Ithaca College.
Accelerating Fourth Quarter Fiscal 2013 Dividend Payment
The Company’s Board of Directors has decided to accelerate the record and payment date of the $.10 per share regular quarterly cash dividend for the fourth quarter such that the dividend can be paid out together with the third quarter dividend in December. This combined dividend of $.20 per share will now be payable on December 21, 2012 to shareholders of record as of December 11, 2012. The cash dividend is payable to shareholders of record on the Company’s outstanding shares of common stock including the shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. In view of the acceleration of the fourth quarter dividend payment, no additional dividend payment can be expected for the remainder of fiscal 2013.
“Given our strong balance sheet, and the likelihood of a change in the tax rates on dividends beginning next year that will subject a significant part of the Company’s U.S. shareholder base to increased dividend taxation for 2013, we believe it is prudent to accelerate the timing of the payment of our fourth quarter dividend to our shareholders into calendar year 2012,” said Rob Gross, Executive Chairman.
About Monro Muffler Brake
Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire, Tread Quarters Discount Tires, Autotire, Tire Barn and Tire Warehouse. The Company currently operates 893 stores in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware, Maine, Illinois, Missouri, Tennessee and Wisconsin. Monro’s stores provide a full range of services for brake systems, steering and suspension systems, tires, exhaust systems and many vehicle maintenance services.
The statements contained in this press release that are not historical facts may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed. These factors include, but are not necessarily limited to, product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the report on Form 10-K for the fiscal year ended March 31, 2012.
###