(MARK ONE) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For Fiscal Year Ended
March 28, 2009
|
||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934 |
New York | 16-0838627 | |
(State of incorporation) | (I.R.S. Employer Identification No.) | |
200 Holleder Parkway, | ||
Rochester, New York
(Address of principal executive offices) |
14615
(Zip code) |
Large accelerated
filer
o
|
Accelerated filer þ |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Service Stores | Tire Stores | Total Company | ||||||||||||||||||||||||||||||||||
FY09 | FY08 | FY07 | FY09 | FY08 | FY07 | FY09 | FY08 | FY07 | ||||||||||||||||||||||||||||
Brakes
|
27 | % | 28 | % | 28 | % | 12 | % | 12 | % | 11 | % | 21 | % | 22 | % | 23 | % | ||||||||||||||||||
Exhaust
|
10 | 11 | 12 | 1 | 1 | 1 | 6 | 7 | 8 | |||||||||||||||||||||||||||
Steering
|
13 | 13 | 13 | 10 | 10 | 9 | 12 | 12 | 12 | |||||||||||||||||||||||||||
Tires
|
14 | 13 | 12 | 54 | 55 | 56 | 29 | 28 | 26 | |||||||||||||||||||||||||||
Maintenance
|
36 | 35 | 35 | 23 | 22 | 23 | 32 | 31 | 31 | |||||||||||||||||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
1
2
Year Ended Fiscal March | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Stores open at beginning of year
|
720 | 698 | 625 | 626 | 595 | |||||||||||||||
Stores added during year
|
3 | 31 | (e) | 84 | (d) | 10 | (c) | 35 | (b) | |||||||||||
Stores closed during year(a)
|
(13 | ) | (9 | ) | (11 | ) | (11 | ) | (4 | ) | ||||||||||
Stores open at end of year
|
710 | 720 | 698 | 625 | 626 | |||||||||||||||
Service (including BJs) stores
|
566 | 579 | 584 | 544 | 546 | |||||||||||||||
Tire stores
|
144 | 141 | 114 | 81 | 80 | |||||||||||||||
(a) | Generally, stores were closed because they failed to achieve or maintain an acceptable level of profitability or because a new Company store was opened in the same market at a more favorable location. | |
(b) | Includes 15 stores acquired in the Henderson and Rice Acquisitions and 16 stores opened in BJs Wholesale Club locations. | |
(c) | Includes four stores opened in BJs Wholesale Club locations. | |
(d) | Includes 75 stores acquired in the ProCare Acquisition and three stores opened in BJs Wholesale Club locations. | |
(e) | Includes 11 stores acquired in the Valley Forge Acquisition, eight stores acquired in the Craven Acquisition and seven stores acquired in the Broad Elm Acquisition. |
3
4
| T otal Customer Satisfaction | |
| R espect, Recognize and Reward (employees who are committed to these values) | |
| U nparalleled Quality and Integrity | |
| S uperior Value and | |
| T eamwork |
5
Average
|
||||||||||||||||
Number
|
||||||||||||||||
Average
|
Average
|
of Stock
|
||||||||||||||
Number
|
Square
|
Average
|
Keeping
|
|||||||||||||
of Bays | Feet | Inventory | Units (SKUs) | |||||||||||||
Service stores (excluding BJs and ProCare)
|
6 | 4,400 | $ | 98,000 | 2,800 | |||||||||||
Tire stores
|
7 | 5,800 | $ | 150,000 | 1,600 |
6
7
8
9
Item 1A. | Risk Factors |
10
11
| our ability to obtain additional financing for working capital, capital expenditures, store renovations, acquisitions or general corporate purposes may be impaired in the future; | |
| our failure to comply with the financial and other restrictive covenants governing our debt, which, among other things, require us to maintain a minimum net worth, comply with certain financial ratios and limit our ability to incur additional debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations; and | |
| our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant. |
12
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
13
62
Item 5.
Market
for the Companys Common Equity and Related Stockholder
Matters
Fiscal 2009
Fiscal 2008
High
Low
High
Low
$
18.75
$
15.02
$
25.77
$
22.91
$
23.88
$
15.07
$
25.95
$
22.32
$
24.00
$
16.50
$
23.26
$
18.94
$
27.90
$
21.90
$
19.49
$
15.37
14
Table of Contents
*
$100 invested on 3/31/04 in
stock or index, including reinvestment of dividends. Fiscal year
ending March 31.
Copyright
©
2009 S&P, a division of The McGraw-Hill Companies Inc. All
rights reserved.
3/04
3/05
3/06
3/07
3/08
3/09
100.00
103.28
149.37
142.23
103.81
170.11
100.00
117.34
130.59
139.73
148.74
73.61
100.00
108.51
142.72
153.28
105.13
69.46
15
Table of Contents
Item 6.
Selected
Financial Data
Year Ended Fiscal March
2009
2008
2007
2006
2005
(Amounts in thousands, except per share data)
$
476,106
$
439,389
$
417,226
$
368,727
$
337,409
284,640
264,783
250,804
220,915
200,616
191,466
174,606
166,422
147,812
136,793
148,374
137,338
126,660
108,030
102,379
490
564
1,051
925
765
(1,061
)
(1,670
)
(2,846
)
(973
)
221
147,803
136,232
124,865
107,982
103,365
43,663
38,374
41,557
39,830
33,428
5,979
5,753
4,564
3,478
2,549
(430
)
(799
)
2,529
(454
)
(523
)
38,114
33,420
34,464
36,806
31,402
14,026
11,499
12,193
14,140
11,733
$
24,088
$
21,921
$
22,271
$
22,666
$
19,669
$
1.27
$
1.08
$
1.07
$
1.12
$
1.00
$
1.20
$
1.00
$
.97
$
1.01
$
.90
18,837
20,024
20,818
20,296
19,654
20,099
21,871
22,878
22,533
21,843
$
.24
$
.23
$
.17
$
.10
8.4
%
5.3
%
13.2
%
9.3
%
20.7
%
6.7
%
1.2
%
3.2
%
1.7
%
2.0
%
720
698
625
626
595
710
720
698
625
626
$
23,637
$
20,574
$
22,319
$
16,005
$
18,586
$
30,389
$
34,562
$
29,338
$
31,949
$
27,719
376,751
370,469
339,758
303,395
284,985
97,098
122,585
52,525
46,327
55,438
194,291
174,848
215,119
192,990
167,489
(a)
See Note 10 for calculation of basic and diluted earnings
per share.
(b)
Adjusted in fiscal year 2005 2007 for the effect of
the Companys October 2007
three-for-two
stock split.
(c)
Includes Company-operated stores only no dealer
locations.
16
Table of Contents
(d)
Comparable store sales data is calculated based on the change in
sales of only those stores open as of the beginning of the
preceding fiscal year.
(e)
Amount does not include the funding of the purchase price
related to the Rice and Henderson Acquisitions in fiscal 2005,
the ProCare Acquisition in fiscal 2007 or the Valley Forge,
Craven or Broad Elm Acquisitions in fiscal 2008.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Year Ended Fiscal March
2009
2008
2007
100.0
%
100.0
%
100.0
%
59.8
60.3
60.1
40.2
39.7
39.9
31.2
31.3
30.4
.1
.1
.3
(.2
)
(.4
)
(.7
)
9.2
8.7
10.0
1.3
1.3
1.1
(.1
)
(.2
)
.6
8.0
7.6
8.3
2.9
2.6
3.0
5.1
%
5.0
%
5.3
%
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
23
Table of Contents
24
Table of Contents
Within
Within 2 to
Within 4 to
After
Total
1 Year
3 Years
5 Years
5 Years
(Dollars in thousands)
$
65,710
$
0
$
65,050
$
0
$
660
33,084
1,696
3,245
3,792
24,351
93,719
22,020
31,764
17,928
22,007
93,360
51,868
41,492
0
0
$
285,873
$
75,584
$
141,551
$
21,720
$
47,018
(1)
The total amount of unrecognized tax benefits of
$4.5 million at March 28, 2009 are not reflected in
the table above as the Company can not predict with certainty
the timing of expected payments.
25
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
26
Item 8
.
Financial
Statements and Supplementary Data
Page
28
29
30
31
32
33
61
EX-10.70
EX-10.71a
EX-10.84c
EX-21.01
EX-23.01
EX-24.01
EX-31.1
EX-31.2
EX-32.1
27
Table of Contents
28
Table of Contents
March 28,
March 29,
2009
2008
(Dollars in thousands)
$
3,336
$
2,108
2,051
2,116
1,268
71,443
66,183
4,076
3,840
19,540
18,626
101,714
92,873
353,113
338,970
(168,052
)
(154,786
)
185,061
184,184
71,816
71,472
16,401
18,764
1,759
3,176
$
376,751
$
370,469
$
1,696
$
1,603
34,751
27,257
914
13,534
10,596
9,495
6,356
4,569
4,086
7,280
7,499
71,325
58,311
97,098
122,585
6,552
6,944
4,350
4,729
3,135
3,052
182,460
195,621
49
97
230
217
(67,454
)
(62,160
)
74,443
66,756
(3,485
)
(1,182
)
190,508
171,120
194,291
174,848
$
376,751
$
370,469
29
Table of Contents
Year Ended Fiscal March
2009
2008
2007
(Amounts in thousands,
except per share data)
$
476,106
$
439,389
$
417,226
284,640
264,783
250,804
191,466
174,606
166,422
148,374
137,338
126,660
490
564
1,051
(1,061
)
(1,670
)
(2,846
)
147,803
136,232
124,865
43,663
38,374
41,557
5,979
5,753
4,564
(430
)
(799
)
2,529
38,114
33,420
34,464
14,026
11,499
12,193
$
24,088
$
21,921
$
22,271
$
1.27
$
1.08
$
1.07
$
1.20
$
1.00
$
.97
18,837
20,024
20,818
20,099
21,871
22,878
30
Table of Contents
Class C
Accumulated
Convertible
Additional
Other
Preferred
Common
Treasury
Paid-In
Retained
Comprehensive
Stock
Stock
Stock
Capital
Earnings
Income
Total
(Dollars in thousands)
$
97
$
140
$
(2,056
)
$
57,661
$
137,148
$
192,990
22,271
22,271
$
(1,478
)
(1,478
)
20,793
(175
)
(175
)
(3,610
)
(3,610
)
1,076
1,076
3
3,606
3,609
523
523
(87
)
(87
)
97
143
(2,143
)
62,866
155,634
(1,478
)
215,119
21,921
21,921
296
296
22,217
(230
)
(230
)
(4,570
)
(4,570
)
587
587
2
1,542
1,544
72
(72
)
0
1,761
1,761
(60,017
)
(60,017
)
(1,563
)
(1,563
)
97
217
(62,160
)
66,756
171,120
(1,182
)
174,848
24,088
24,088
(625
)
(625
)
(1,678
)
(1,678
)
21,785
(213
)
(213
)
(4,487
)
(4,487
)
2,266
2,266
(48
)
5
43
0
8
(5,294
)
3,648
(1,638
)
1,730
1,730
$
49
$
230
$
(67,454
)
$
74,443
$
190,508
$
(3,485
)
$
194,291
(1)
The balance related to the pension liability was $(2,860),
$(1,182) and $(1,478), respectively, at March 28, 2009,
March 29, 2008 and March 31, 2007.
(2)
The balance related to the derivatives contracts was $(625), $0
and $0, respectively, at March 28, 2009, March 29,
2008 and March 31, 2007.
(3)
CSE Common stock equivalent
31
Table of Contents
Year Ended Fiscal March
2009
2008
2007
(Dollars in thousands)
Increase (Decrease) in Cash
$
24,088
$
21,921
$
22,271
20,429
20,421
20,322
2,796
1,730
1,761
523
(2,856
)
(148
)
(511
)
2,468
(1,268
)
816
(1,062
)
(1,670
)
(1,946
)
(900
)
65
109
(499
)
(5,260
)
(2,820
)
(974
)
684
305
(1,484
)
(791
)
(461
)
(7,935
)
7,183
(61
)
1,250
3,246
(1,498
)
3,562
70
636
719
(1,606
)
(408
)
297
196
133
24,496
15,031
16,036
48,584
36,952
38,307
(23,637
)
(20,574
)
(22,319
)
(20,243
)
(13,109
)
1,969
1,084
4,029
450
5,000
(21,668
)
(39,733
)
(25,949
)
127,759
193,630
127,338
(153,329
)
(126,581
)
(142,759
)
(60,017
)
(87
)
1,726
1,544
3,609
2,856
148
511
(4,700
)
(4,800
)
(3,785
)
(25,688
)
3,924
(15,173
)
1,228
1,143
(2,815
)
2,108
965
3,780
$
3,336
$
2,108
$
965
32
Table of Contents
NOTE 1
SIGNIFICANT
ACCOUNTING POLICIES
Year Ended
Fiscal March
2009
2008
2007
21
%
22
%
23
%
6
7
8
12
12
12
29
28
26
32
31
31
100
%
100
%
100
%
33
Table of Contents
34
Table of Contents
35
Table of Contents
36
Table of Contents
Expected life of an award is based on historical experience and
on the terms and conditions of the stock awards granted to
employees;
Expected volatility is measured using historical changes in the
market price of the Companys common stock;
Risk-free interest rate is equivalent to the implied yield on
zero-coupon U.S. Treasury bonds with a remaining maturity
equal to the expected term of the awards;
Forfeitures are based substantially on the history of
cancellations of similar awards granted by the Company in prior
years; and,
Dividend yield is based on historical experience and expected
future changes.
Year Ended Fiscal March
2009
2008
2007
3.10%
4.45%
4.98%
5 years
5 years
6 years
30.2%
28.3%
28.6%
1.38%
1.45%
1.37%
37
Table of Contents
38
Table of Contents
39
Table of Contents
NOTE 2
ACQUISITIONS
40
Table of Contents
NOTE 3
OTHER
CURRENT ASSETS
Year Ended
Fiscal March
2009
2008
(Dollars in thousands)
$
5,912
$
6,222
2,850
2,700
1,824
1,748
1,746
116
1,669
1,132
1,203
1,575
1,155
813
1,014
616
733
1,207
561
1,125
873
1,372
$
19,540
$
18,626
41
Table of Contents
NOTE 4
PROPERTY,
PLANT AND EQUIPMENT
March 28, 2009
March 29, 2008
Assets
Assets
Under
Under
Assets
Capital
Assets
Capital
Owned
Lease
Total
Owned
Lease
Total
(Dollars in thousands)
$
45,833
$
45,833
$
41,721
$
41,721
137,063
$
31,222
168,285
133,775
$
31,338
165,113
122,507
122,507
118,470
118,470
13,017
67
13,084
12,518
80
12,598
3,404
3,404
1,068
1,068
321,824
31,289
353,113
307,552
31,418
338,970
159,602
8,450
168,052
147,990
6,796
154,786
$
162,222
$
22,839
$
185,061
$
159,562
$
24,622
$
184,184
NOTE 5
GOODWILL
AND INTANGIBLE ASSETS
(Dollars in thousands)
$
52,897
18,575
71,472
344
$
71,816
42
Table of Contents
Year Ended Fiscal March
2009
2008
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
$
6,011
$
1,659
$
6,314
$
1,175
2,322
2,322
2,322
2,322
66
36
436
400
8,399
4,017
9,072
3,897
9,363
9,223
907
3,343
1,749
1,023
12,019
13,589
$
20,418
$
4,017
$
22,661
$
3,897
(Dollars in thousands)
$
484
484
392
384
384
2,254
$
4,382
NOTE 6
LONG-TERM
DEBT
March 28,
March 29,
2009
2008
(Dollars in thousands)
$
65,050
$
89,073
660
660
33,084
34,455
98,794
124,188
1,696
1,603
$
97,098
$
122,585
(a)
The London Interbank Offered Rate (LIBOR) at March 28, 2009
was .52%.
43
Table of Contents
Capital Leases
Aggregate
Imputed
All Other
Amount
Interest
Debt
Total
(Dollars in thousands)
$
4,809
$
(3,113
)
$
1,696
4,578
(2,915
)
1,663
4,349
(2,767
)
$
65,050
66,632
4,393
(2,608
)
1,785
4,427
(2,420
)
2,007
36,746
(12,395
)
660
25,011
$
98,794
NOTE 7
FAIR
VALUE OF FINANCIAL INSTRUMENTS
44
Table of Contents
Significant
Other
Observable
Inputs
(Level 2)
Amount
(Dollars in thousands)
$
967
March 28, 2009
March 29, 2008
Notional
Carrying
Fair
Notional
Carrying
Fair
Amount
Amount
Value
Amount
Amount
Value
(Dollars in thousands)
$
65,710
$
65,554
$
89,733
$
89,541
45
Table of Contents
NOTE 8
INCOME
TAXES
Year Ended Fiscal March
2009
2008
2007
(Dollars in thousands)
$
10,539
$
12,125
$
10,542
1,019
642
835
11,558
12,767
11,377
2,705
(1,248
)
913
(237
)
(20
)
(97
)
2,468
(1,268
)
816
$
14,026
$
11,499
$
12,193
March 28,
March 29,
March 31,
2009
2008
2007
(Dollars in thousands)
$
(3,832
)
$
(2,384
)
$
(1,377
)
(896
)
(839
)
(624
)
(690
)
(168
)
(2,830
)
(305
)
(1,231
)
(997
)
(168
)
(136
)
(124
)
(5,891
)
(4,758
)
(5,952
)
2,466
2,885
1,949
2,319
2,363
2,593
1,508
1,742
1,157
1,457
1,025
874
1,041
1,422
1,679
778
729
369
367
566
1,788
1,241
1,170
11,726
11,774
9,988
(78
)
11,726
11,774
9,910
$
5,835
$
7,016
$
3,958
46
Table of Contents
Year Ended Fiscal March
2009
2008
2007
Amount
Percent
Amount
Percent
Amount
Percent
(Dollars in thousands)
$
13,340
35.0
$
11,697
35.0
$
12,062
35.0
425
1.1
416
1.2
480
1.4
261
.7
(614
)
(1.8
)
(349
)
(1.0
)
$
14,026
36.8
$
11,499
34.4
$
12,193
35.4
47
Table of Contents
NOTE 9
CONVERTIBLE
PREFERRED STOCK AND COMMON STOCK
Class C
Common
Convertible
Stock
Preferred
Treasury
Shares
Stock Shares
Stock
Issued
Issued
Shares
13,976,630
65,000
331,628
365,421
2,500
14,342,051
65,000
334,128
7,219,595
280,445
122,213
2,707,819
21,683,859
65,000
3,322,392
506,755
(32,500
)
808,699
258,437
22,999,313
32,500
3,580,829
48
Table of Contents
49
Table of Contents
Weighted Average
Available
Exercise Price
Outstanding
Exercisable
For Grant
$
8.44
2,569,269
2,569,269
758,433
$
23.38
236,945
47,870
(236,945
)
4,500
$
6.58
(548,132
)
(548,132
)
$
19.76
(21,816
)
(10,041
)
21,547
$
10.37
2,236,266
2,063,466
543,035
582,000
$
21.97
716,958
141,630
(716,958
)
41,709
$
9.03
(170,834
)
(170,834
)
$
19.62
(35,611
)
(17,689
)
18,873
$
13.36
2,746,779
2,058,282
426,950
$
18.66
141,430
47,880
(141,430
)
205,841
$
4.52
(808,698
)
(808,698
)
$
21.75
(22,451
)
(7,337
)
4,275
$
17.11
2,057,060
1,495,968
289,795
Weighted Average
Grant-Date Fair Value
Shares
(per Share)
172,800
$
7.87
716,958
$
6.36
(183,339
)
$
7.09
(17,922
)
$
7.54
688,497
$
6.54
141,430
$
5.29
(253,721
)
$
6.33
(15,114
)
$
6.80
561,092
$
6.32
50
Table of Contents
Options Outstanding
Options Exercisable
Weighted
Weighted
Weighted
Average
Average
Average
Range of
Shares
Remaining
Exercise
Shares
Exercise
Under Option
Life
Price
Under Option
Price
425,210
2.87
$
6.96
425,210
$
6.96
559,289
2.72
$
15.99
552,164
$
15.98
772,173
4.25
$
20.86
374,586
$
21.31
300,388
6.98
$
23.90
144,008
$
24.16
NOTE 10
EARNINGS
PER COMMON SHARE
Year Ended Fiscal March
2009
2008
2007
(Amounts in thousands, except per share data)
$
24,088
$
21,921
$
22,271
(213
)
(230
)
(175
)
$
23,875
$
21,691
$
22,096
18,837
20,024
20,818
812
1,013
1,013
450
834
1,047
20,099
21,871
22,878
$
1.27
$
1.08
$
1.07
$
1.20
$
1.00
$
.97
51
Table of Contents
NOTE 11
OPERATING
LEASES AND OTHER COMMITMENTS
Less
Sublease
Leases
Income
Net
(Dollars in thousands)
$
22,838
$
(818
)
$
22,020
17,724
(488
)
17,236
14,877
(349
)
14,528
11,136
(195
)
10,941
7,064
(77
)
6,987
22,321
(314
)
22,007
$
95,960
$
(2,241
)
$
93,719
52
Table of Contents
NOTE 12
EMPLOYEE
RETIREMENT AND PROFIT SHARING PLANS
53
Table of Contents
Year Ended
Fiscal March
2009
2008
(Dollars in thousands)
$
14,742
$
14,986
(2,544
)
246
0
0
(567
)
(490
)
11,631
14,742
11,399
12,493
751
728
(859
)
(1,332
)
(567
)
(490
)
10,724
11,399
$
907
$
3,343
Year Ended
Fiscal March
2009
2008
(Dollars in thousands)
$
0
$
0
0
0
(2,642
)
493
$
(2,642
)
$
493
Year Ended Fiscal March
2009
2008
2007
(Dollars in thousands)
$
752
$
728
$
718
(1,013
)
(1,178
)
(1,075
)
55
93
286
$
(206
)
$
(357
)
$
(71
)
54
Table of Contents
Year Ended
Fiscal March
2009
2008
7.36
%
6.75
%
Year Ended Fiscal March
2009
2008
2007
6.75
%
6.00
%
5.75
%
7.00
%
8.00
%
8.00
%
Year Ended
Fiscal March
2009
2008
2.9
%
4.6
%
41.6
%
38.4
%
55.5
%
57.0
%
100.0
%
100.0
%
Year Ended
Fiscal March
(Dollars in thousands)
$
534
527
559
572
577
3,442
$
6,211
55
Table of Contents
NOTE 13
RELATED
PARTY TRANSACTIONS
NOTE 14
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
56
Table of Contents
$
4,661,000
18,124,000
(20,243,000
)
$
2,542,000
57
Table of Contents
$
23,135,000
15,152,000
(1,600,000
)
(13,109,000
)
$
23,578,000
Year Ended Fiscal March
2009
2008
2007
(Dollars in thousands)
$
5,702
$
5,406
$
4,462
$
11,355
$
12,394
$
10,510
NOTE 15
LITIGATION
NOTE 16
DERIVATIVE
FINANCIAL INSTRUMENTS
58
Table of Contents
March 28, 2009
Notional
Amount of
Underlying
Fixed Rate
Year of
Debt
Received
Transaction
Maturity
Fair Value
(Dollars in thousands)
$
10,000
3.29
%
2008
2010
$
(326
)
10,000
3.27
%
2008
2010
(321
)
10,000
3.27
%
2008
2010
(320
)
$
30,000
$
(967
)
Liability Derivatives as of March 28, 2009
Balance Sheet Location
Fair Value
(Dollars in thousands)
Other long-term liabilities
$
967
59
Table of Contents
NOTE 17
COMMITMENT
NOTE 18
PREFERRED
STOCK CONVERSION
NOTE 19
OTHER
ITEMS
NOTE 20
SUBSEQUENT
EVENTS
60
Table of Contents
Fiscal Quarter Ended
June
Sept.
Dec.
March
2008
2008
2008
2009
(Amounts in thousands, except per share data)
$
120,369
$
119,912
$
118,680
$
117,144
69,480
69,511
73,465
72,184
50,889
50,401
45,215
44,960
36,852
36,786
35,694
39,043
123
133
112
121
(32
)
(286
)
(510
)
(233
)
36,943
36,633
35,296
38,931
13,946
13,768
9,919
6,029
1,519
1,592
1,536
1,330
(72
)
(188
)
(99
)
(70
)
12,499
12,364
8,482
4,769
4,705
4,692
2,904
1,725
$
7,794
$
7,672
$
5,578
$
3,044
$
.42
$
.41
$
.29
$
.15
$
.39
$
.38
$
.28
$
.15
18,387
18,531
19,040
19,691
20,105
20,230
20,095
20,199
61
Table of Contents
June
Sept.
Dec.
March
2007
2007
2007
2008
(Amounts in thousands, except per share data)
$
107,622
$
112,043
$
112,514
$
107,211
60,945
66,505
70,065
67,270
46,677
45,538
42,449
39,941
32,684
33,805
34,377
36,473
123
141
149
150
53
101
(1,006
)
(819
)
32,860
34,047
33,520
35,804
13,817
11,492
8,929
4,137
1,189
1,255
1,508
1,801
(415
)
(155
)
(114
)
(114
)
13,043
10,391
7,535
2,450
4,861
3,890
2,233
514
$
8,182
$
6,501
$
5,302
$
1,936
$
.39
$
.31
$
.27
$
.10
$
.36
$
.29
$
.25
$
.10
20,952
20,866
19,718
18,464
22,910
22,791
21,553
20,168
(a)
Earnings per share for each period was computed by dividing net
income by the weighted average number of shares of Common Stock
and Common Stock Equivalents outstanding during the respective
quarters.
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
63
Table of Contents
64
Table of Contents
Item 10.
Directors
and Executive Officers of the Company and Corporate
Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions and Director
Independence
Item 14.
Principal
Accountant Fees and Services
65
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
66
Table of Contents
(Registrant)
By
Executive Vice President-Finance
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
*By
/s/
Robert G.
Gross
67
Table of Contents
3
.01*
Restated Certificate of Incorporation of the Company, dated July
23, 1991, with Certificate of Amendment, dated November 1, 1991.
(1992 Form 10-K, Exhibit No. 3.01)
3
.01a*
Certificate of Change of the Certificate of Incorporation of the
Company, dated January 26, 1996. (August 2004 Form S-3, Exhibit
4.1(b))
3
.01b*
Certificate of Amendment to Restated Certificate of
Incorporation, dated April 15, 2004. (August 2004 Form
S-3, Exhibit No. 4.1(c))
3
.01c*
Certificate of Amendment to Restated Certificate of
Incorporation, dated October 10, 2007. (2008
Form 10-K,
Exhibit 3.01c)
3
.02*
Restated By-Laws of the Company, dated July 23, 1991.
(Amendment No. 1, Exhibit No. 3.04)
10
.01*
2007 Stock Incentive Plan, effective as of June 29, 2007. (May
2008 Form S-8, Exhibit No. 4)**
10
.01a*
Amendment No. 1 to the 2007 Stock Incentive Plan, dated August
9, 2007. (May 2008 Form S-8, Exhibit No. 4.1)**
10
.01b*
Amendment No. 2 to the 2007 Stock Incentive Plan, dated
September 27, 2007. (May 2008 Form S-8, Exhibit No. 4.2)**
10
.02*
1994 Non-Employee Directors Stock Option Plan. (March 2001
Form S-8, Exhibit No. 4.1)**
10
.02a*
Amendment, dated as of May 12, 1997, to the 1994 Non-Employee
Directors Stock Option Plan. (March 2001 Form S-8, Exhibit
No. 4.2)**
10
.02b*
Amendment, dated as of May 18, 1999, to the 1994 Non-Employee
Directors Stock Option Plan. (March 2001 Form S-8, Exhibit
No. 4.3)**
10
.02c*
Amendment, dated as of August 2, 1999, to the 1994 Non-Employee
Directors Stock Option Plan. (2002 Form 10-K, Exhibit No.
10.02c)**
10
.02d*
Amendment, dated as of June 12, 2002, to the 1994 Non-Employee
Directors Stock Option Plan. (2002 Form 10-K, Exhibit No.
10.02d)**
10
.03*
1989 Employees Incentive Stock Option Plan, as amended
through December 23, 1992. (December 1992 Form S-8, Exhibit No.
4.3)**
10
.03a*
Amendment, dated as of January 25, 1994, to the 1989
Employees Incentive Stock Option Plan. (1994 Form 10-K,
Exhibit No. 10.03a and March 2001 Form S-8, Exhibit No. 4.2)**
10
.03b*
Amendment, dated as of May 17, 1995, to the 1989 Employees
Incentive Stock Option Plan. (1995 Form 10-K, Exhibit No. 10.03b
and March 2001 Form S-8, Exhibit No. 4.3)**
10
.03c*
Amendment, dated as of May 12, 1997, to the 1989 Employees
Incentive Stock Option Plan. (1997 Form 10-K, Exhibit No.
10.03c and March 2001 Form S-8, Exhibit No. 4.4)**
10
.03d*
Amendment, dated as of January 29, 1998, to the 1989
Employees Incentive Stock Option Plan. (1998 Form 10-K,
Exhibit No. 10.03d)**
10
.03e*
Amendment, dated as of September 26, 2007, to the 1989
Employees Incentive Stock Option Plan. (2008 Form 10-K,
Exhibit 10.03e)**
10
.04*
GUST Amendment and Restatement of the Monro Muffler Brake, Inc.
Retirement Plan, dated April 1, 2002. (2007 Form 10-K,
Exhibit No. 10.04)**
10
.04a*
Amendment No. 1 to GUST Restatement, dated as of July 31, 2002.
(2007 Form 10-K, Exhibit No. 10.04a)**
10
.04b*
Amendment No. 2 to GUST Restatement, dated July 31, 2002. (2007
Form 10-K, Exhibit No. 10.04b)**
10
.04c*
Amendment No. 3 to GUST Restatement, dated March 29, 2005. (2007
Form 10-K, Exhibit No. 10.04c)**
10
.04d*
Amendment No. 4 to GUST Restatement, dated December 21, 2006.
(2007 Form 10-K, Exhibit No. 10.04d)**
10
.05*
Profit Sharing Plan, amended and restated as of April 1, 1993.
(1995 Form 10-K, Exhibit No. 10.05)**
10
.05a*
Amendment, dated as of March 1, 2000, to the Profit Sharing
Plan. (June 2001 Form S-8, Exhibit No. 4)**
Table of Contents
10
.06*
Employment Agreement, dated October 1, 2007, between the Company
and Robert G. Gross. (October 2007 Form 8-K, Exhibit No. 99.1)**
10
.07*
Employment Agreement, dated January 10, 2008 and effective
January 1, 2008, between the Company and Joseph Tomarchio, Jr.
(January 2008 Form 8-K, Exhibit No. 99.1)**
10
.08*
1998 Employee Stock Option Plan, effective November 18, 1998.
(December 1998 Form 10-Q, Exhibit No. 10.3 and March
2001 Form S-8, Exhibit No. 4)**
10
.08a*
Amendment, dated May 20, 2003, to the 1998 Employee Stock Option
Plan. (2004 Form 10-K, Exhibit No. 10.08a)**
10
.08b*
Amendment, dated June 8, 2005, to the 1998 Employee Stock Option
Plan. (April 2006 Form S-8 for the 1998 Plan, Exhibit No. 4.2)**
10
.08c*
Amendment, dated September 26, 2007, to the 1998 Employee Stock
Option Plan. (2008 Form 10-K, Exhibit 10.08c)**
10
.09*
Kimmel Automotive, Inc. Pension Plan, as amended and restated
effective January 1, 1989, adopted December 29, 1994. (2003 Form
10-K, Exhibit No. 10.09)**
10
.09a*
First amendment, dated January 1, 1989, to the Kimmel
Automotive, Inc. Pension Plan. (2003 Form 10-K, Exhibit No.
10.09a)**
10
.09b*
Second amendment, dated January 1, 1989, to the Kimmel
Automotive, Inc. Pension Plan. (2003 Form 10-K, Exhibit No.
10.09b)**
10
.09c*
Third amendment, dated May 2001, to the Kimmel Automotive, Inc.
Pension Plan. (2003 Form 10-K, Exhibit No. 10.09c)**
10
.10*
2003 Non-Employee Directors Stock Option Plan, effective
August 5, 2003. (2004 Form 10-K, Exhibit No. 10.10)**
10
.10a*
Amendment, dated June 8, 2005, to the 2003 Non-Employee
Directors Stock Option Plan. (April 2006 Form S-8 for the
2003 Plan, Exhibit No. 4.1)**
10
.11*
Credit Agreement, dated as of July 13, 2005, by and among the
Company, Charter One Bank, N.A., as Administrative Agent, and
certain lenders party thereto. (June 2005 Form 10-Q, Exhibit
No. 10.1)
10
.11a*
Amendment No. 1 to Credit Agreement, dated January 12, 2007, by
and among the Company, Charter One Bank, N.A., as Administrative
Agent, and certain lenders party thereto. (December 2006 Form
10-Q,
Exhibit No. 10.11a)
10
.11b*
Amendment No. 2 to Credit Agreement, dated June 6, 2008, by and
among the Company and RBS Citizens, N.A. (successor by merger to
Charter One Bank, N.A.), as Administrative Agent for lenders
party thereto. (June 2008 Form 8-K, Exhibit No. 10.11b)
10
.12*
Security Agreement, dated as of July 13, 2005, by and among the
Company, Monro Service Corporation, Monro Leasing, LLC and
Charter One Bank, N.A., as Administrative Agent for the lenders
party to the Credit Agreement. (June 2005 Form 10-Q, Exhibit No.
10.2)
10
.13*
Guaranty, dated as of July 13, 2005, of Monro Service
Corporation. (June 2005 Form 10-Q, Exhibit No. 10.3)
10
.15*
Negative Pledge Agreement, dated as of July 13, 2005, by and
among the Company, Monro Service Corporation, Monro Leasing, LLC
and Charter One Bank, N.A., as Administrative Agent for the
lenders party to the Credit Agreement. (June 2005 Form 10-Q,
Exhibit No. 10.5)
10
.18*
Resale Restriction Agreement by and between the Company and each
of its executive officers and certain senior-level managers,
effective as of March 24, 2006. (March 2006 Form 8-K/A,
Exhibit No. 10.1)
10
.62*
Mortgage Agreement, dated September 28, 1994, between the
Company and the City of Rochester, New York. (1995 Form
10-K, Exhibit No. 10.60)
10
.63*
Lease Agreement, dated October 11, 1994, between the Company and
the City of Rochester, New York. (1995 Form 10-K, Exhibit No.
10.61)
10
.66*
Amendment to Lease Agreement, dated September 19, 1995, between
the Company and the County of Monroe Industrial Development
Agency. (September 1995 Form 10-Q, Exhibit No. 10.00)
10
.67*
Employment Agreement, dated January 10, 2008 and effective as of
January 1, 2008, between the Company and John W. Van Heel.
(January 2008 Form 8-K, Exhibit No. 99.2)**
Table of Contents
10
.68*
Employment Agreement, dated January 11, 2008 and effective as of
January 1, 2008, between the Company and Catherine
DAmico. (January 2008 Form 8-K, Exhibit No. 99.3)**
10
.69*
Supply Agreement, by and between the Company and The Valvoline
Company, dated July 10, 2006 and effective as of April 1, 2006.
(September 2006 Form 10-Q, Exhibit No. 10.1)
10
.70
Agreement of Purchase and Sale, by and among the Company, as
Buyer, and BSA II LLC, CJA I LLC, Lane Dworkin Properties, LLC,
AA&L II LLC, Seven Cousins of Rochester, LLC, Forus
Properties LLC, Stoneridge 7 Partnership, 35 Howard Road Joint
Venture, August, August, Lane of Rochester, LLC, The Charles J.
and Burton S. August Family Foundation, Barbara S. Lane and
Wendy Dworkin as Trustees under the Will of Sheldon A. Lane
f/b/o Barbara A. Lane, Charles J. August and Burton S. August,
as Sellers, dated as of March 14, 2008, with respect to Store
Nos. 3, 7, 9, 10, 12, 14, 15, 17, 23, 25, 28, 29, 30, 31, 33,
34, 35, 36, 43, 44, 48, 49, 51, 52, 53, 54, 55, 57, 58 and 60.
10
.71*
Supply Agreement, dated April 11, 2007 and effective as of
February 1, 2007, by and between Monro Service Corporation and
AP Exhaust Products, Inc. (2007 Form 10-K, Exhibit No. 10.71)
10
.71a
Amendment to Supply Agreement, dated as of February 20, 2009.
10
.76*
Tenneco Automotive Ride Control Products Supply Agreement
between Tenneco Automotive Operating Company Inc. and Monro
Service Corporation, effective July 1, 2001. (2002 Form 10-K,
Exhibit No. 10.76)
10
.77*
Management Incentive Compensation Plan, effective as of June 1,
2002. (2002 Form 10-K, Exhibit No. 10.77)**
10
.79*
Agreement, dated January 1, 1998, between F&J Properties,
Inc. and Mr. Tire, Inc., as predecessor-in-interest to the
Company, effective January 1, 1998, with respect to Store No.
750. (2004
Form 10-K,
Exhibit No. 10.79)
10
.79a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 750.
(2004 Form 10-K, Exhibit No. 10.79a)
10
.79b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by F&J Properties, Inc., with respect to
Store No. 750. (2004 Form 10-K, Exhibit No. 10.79b)
10
.79c*
Renewal Letter, dated April 16, 2007, from the Company to
F&J Properties, Inc. with respect to Store No. 750.
(2007 Form 10-K, Exhibit No. 10.79c)
10
.80*
Agreement, dated January 1, 1997, between The Three Marquees and
Mr. Tire, Inc., as predecessor-in-interest to the Company, with
respect to Store No. 753. (2004 Form 10-K, Exhibit No. 10.80)
10
.80a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 753.
(2004 Form 10-K, Exhibit No. 10.80a)
10
.80b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by The Three Marquees, with respect to Store
No. 753. (2004 Form 10-K, Exhibit No. 10.80b)
10
.80c*
Renewal Letter, dated March 6, 2006, from the Company to The
Three Marquees, with respect to Store No. 753. (2006 Form 10-K,
Exhibit No. 10.80c)
10
.81*
Agreement, dated April 1, 1998, between 425 Manchester Road, LLC
and Mr. Tire, Inc., as predecessor-in-interest to the Company,
with respect to Store No. 754. (2004 Form 10-K, Exhibit No.
10.81)
10
.81a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 754.
(2004 Form 10-K, Exhibit No. 10.81a)
10
.81b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by 425 Manchester Road, LLC, with respect to
Store No. 754. (2004 Form 10-K, Exhibit No. 10.81b)
10
.81c*
Renewal Letter, dated June 8, 2007, from the Company to 425
Manchester Road LLC, with respect to Store No. 754. (2008 Form
10-K, Exhibit No. 10.81c)
10
.82*
Agreement, dated January 1, 1997, between The Three Marquees and
Mr. Tire, Inc., as predecessor-in-interest to the Company, with
respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82)
10
.82a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 756.
(2004 Form 10-K, Exhibit No. 10.82a)
10
.82b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by The Three Marquees, with respect to Store
No. 756. (2004 Form 10-K, Exhibit No. 10.82b)
10
.82c*
Renewal Letter, dated March 6, 2006, from the Company to The
Three Marquees, with respect to Store No. 756. (2006 Form
10-K, Exhibit No. 10.82c)
Table of Contents
10
.83*
Agreement, dated January 1, 1997, between The Three Marquees and
Mr. Tire, Inc., as predecessor-in-interest to the Company, with
respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83)
10
.83a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 758.
(2004 Form 10-K, Exhibit No. 10.83a)
10
.83b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by The Three Marquees, with respect to Store
No. 758. (2004 Form 10-K, Exhibit No. 10.83b)
10
.83c*
Renewal Letter, dated March 6, 2006, from the Company to The
Three Marquees, with respect to Store No. 758. (2006 Form 10-K,
Exhibit No. 10.83c)
10
.84*
Agreement, dated September 2, 1999, between LPR Associates and
Mr. Tire, Inc., as predecessor-in-interest to the Company, with
respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84)
10
.84a*
Assignment and Assumption of Lease, dated March 1, 2004, between
Mr. Tire, Inc. and the Company, with respect to Store No. 765.
(2004 Form 10-K, Exhibit No. 10.84a)
10
.84b*
Landlords Consent and Estoppel Certificate, dated as of
February 27, 2004, by LPR Associates, with respect to Store No.
765. (2004 Form 10-K, Exhibit No. 10.84b)
10
.84c
Renewal Letter, dated October 29, 2008, from the Company to LPR
Associates with respect to Store No. 765.
10
.86*
Supply Agreement by and between the Company and Wagner Brake, a
division of Federal-Mogul Corporation, dated as of November 2,
2004 and effective as of February 1, 2005. (December 2004
Form 10-Q,
Exhibit No. 10.86)
21
.01
Subsidiaries of the Company.
23
.01
Consent of PricewaterhouseCoopers LLP.
24
.01
Powers of Attorney.
31
.1
Certification of Robert G. Gross, Chief Executive Officer.
31
.2
Certification of Catherine DAmico, Executive Vice
President Finance and Chief Financial Officer.
32
.1
Certification Pursuant to 18 U.S.C. Section 1350 (Section
906 of the Sarbanes-Oxley Act of 2002).
**
Management contract or compensatory plan or arrangement required
to be filed as an exhibit to this
Form 10-K
pursuant to Item 14(c) hereof.
An asterisk * following an exhibit number indicates
that the exhibit is incorporated herein by reference to an
exhibit to one of the following documents: (1) the
Companys Registration Statement on Form
S-1
(Registration
No. 33-41290),
filed with the Securities and Exchange Commission on
June 19, 1991
(Form S-1);
(2) Amendment No. 1 thereto, filed July 22, 1991
(Amendment No. 1); (3) the Companys
Annual Report on
Form 10-K
for the fiscal year ended March 31, 1992 (1992 Form
10-K);
(4) the Companys Registration Statement on
Form S-8,
filed with the Securities and Exchange Commission on
December 24, 1992 (December 1992
Form S-8);
(5) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 1994 (1994
Form 10-K);
(6) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 1995 (1995
Form 10-K);
(7) the Companys Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 30, 1995
(September 1995 Form
10-Q);
(8) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 1997 (1997
Form 10-K);
(9) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 1998 (1998 Form
10-K);
(10) the Companys Quarterly Report on
Form 10-Q
for the fiscal quarter ended December 31, 1998
(December 1998
Form 10-Q);
(11) the Companys Registration Statements on
Forms S-8,
filed with the Securities and Exchange Commission on
March 22, 2001 (each a March 2001
Form S-8);
(12) the Companys Registration Statement on
Form S-8,
filed with the Securities and Exchange Commission on
June 26, 2001 (June 2001
Form S-8);
(13) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 30, 2002 (2002
Form 10-K);
(14) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 28, 2003 (2003 Form
10-K);
(15) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 27, 2004 (2004
Form 10-K);
(16) the Companys Registration Statement on
Form S-3
(Registration
No. 333-118176),
filed with the Securities and Exchange Commission on
August 12, 2004 (August 2004
Form S-3);
(17) the Companys Quarterly Report on
Form 10-Q
for the fiscal quarter ended December 25, 2004
(December 2004
Form 10-Q);
(18) the Companys Quarterly Report on
Form 10-Q
for the fiscal
Table of Contents
quarter ended June 25, 2005 (June 2005
Form 10-Q);
(19) the Companys Current Report on
Form 8-K,
filed March 31, 2006 (March 2006
Form 8-K/A);
(20) the Companys Registration Statement on
Form S-8
(Registration No.
333-133044)
filed with the Securities and Exchange Commission on
April 6, 2006. (April 2006
Form S-8
for 2003 Plan); (21) the Companys Registration
Statement on
Form S-8
(Registration
No. 333-133045)
filed with the Securities and Exchange Commission on
April 6, 2006. (April 2006
Form S-8
for 1998 Plan); (22) the Companys Annual Report
on Form
10-K
for the fiscal year ended March 25, 2006 (2006
Form 10-K);
(23) the Companys Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 23, 2006
(September 2006
Form 10-Q);
(24) the Companys Quarterly Report on
Form 10-Q
for the fiscal quarter ended December 23, 2006
(December 2006
Form 10-Q);
(25) the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2007 (2007
Form 10-K);
(26) the Companys Current Report on
Form 8-K,
filed October 4, 2007 (October 2007
Form 8-K);
(27) the Companys Current Report on Form
8-K,
filed
January 14, 2008 (January 2008
Form 8-K);
(28) the Companys Annual Report on
Form 10-K
for fiscal year ended March 29, 2008 (2008
Form 10-K);
(29) the Companys Registration Statement on
Form S-8
(Registration
No. 333-151196)
filed with the Securities and Exchange Commission on
May 27, 2008 (May 2008
Form S-8);
and (30) the Companys Current Report on Form 8,
filed on June 11, 2008 (June 2008
Form 8-K).
The appropriate document and exhibit number are indicated in
parentheses.
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|
If to the Buyer: | Monro Muffler Brake, Inc. | ||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
|
Attn: Vice President of Real Estate and | |||
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General Counsel | |||
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||||
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John W. Crowe, Esq. | |||
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with additional copies to: | Underberg & Kessler LLP | ||
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300 Bausch & Lomb Place | |||
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Rochester, NY 14604 | |||
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||||
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If to Sellers: | BSA II LLC | ||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
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CJA I LLC |
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72 Canfield Road | |||
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Pittsford, NY 14534 | |||
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Lane Dworkin Properties, LLC | |||
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415 Park Avenue | |||
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Rochester, NY 14607 | |||
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35 Howard Road Joint Venture | |||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
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Stoneridge 7 Partnership | |||
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200 Holleder Road | |||
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Rochester, NY 14615 | |||
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August, August, Lane of Rochester, LLC | |||
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200 Holleder Road | |||
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Rochester, NY 14615 | |||
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AA&L II LLC | |||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
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Seven Cousins of Rochester LLC | |||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
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Forus Properties LLC | |||
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415 Park Avenue | |||
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Rochester, NY 14607 | |||
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August, August, Lane of Rochester, LLC | |||
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200 Holleder Parkway | |||
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Rochester, NY 14615 | |||
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The Charles J. and Burton S. August | |||
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Family Foundation | |||
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200 Holleder Parkway | |||
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Rochester, NY 14615 |
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BUYER:
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MONRO MUFFLER BRAKE, INC. | |||||
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DATED: 3/14/08
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BY: |
/s/ Thomas M. Aspenleiter
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Vice President Real Estate | |||||
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SELLERS:
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BSA II LLC | |||||
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DATED: 3/14/08
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BY: |
/s/ Burton S. August
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CJA I LLC | |||||
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DATED: 3/14/08
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BY: |
/s/ Andrew August as POA
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LANE DWORKIN PROPERTIES, LLC | |||||
DATED: 3/15/08
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BY: Barbara S. Lane and Wendy Dworkin, | |||||
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as Trustees Under the Will of Sheldon A. Lane | |||||
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f/b/o Barbara S. Lane |
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BY: |
/s/ Barbara S. Lane
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BY: |
/s/ Wendy Dworkin, Trustee
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- 37 -
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AA&L II LLC | |||||
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DATED: 3/14/08
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BY: |
/s/ Burton S. August
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SEVEN COUSINS OF ROCHESTER LLC | |||||
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DATED: 3/14/08
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BY: |
/s/ Andrew August
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DATED: 3/14/08
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BY: |
/s/ Jan August
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DATED: 3/14/08
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BY: |
/s/ Susan A. Eastwood
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DATED: 3/14/08
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BY: |
/s/ John August
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DATED: 3/15/08
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BY: |
/s/ Burton S. August, Jr.
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DATED: 3/14/08
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BY: |
/s/ Robert W. August
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DATED: 3/14/08
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BY: |
/s/ Elizabeth August
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FORUS PROPERTIES LLC | |||||
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DATED: 3/15/08
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BY: |
/s/ Wendy Dworkin, Member
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STONERIDGE 7 PARTNERSHIP | |||||
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||||||
DATED: 3/15/08
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BY: | Barbara S. Lane and Wendy Dworkin, | ||||
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as Trustees Under the Will of Sheldon A. Lane | |||||
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f/b/o Barbara S. Lane | |||||
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||||||
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BY: |
/s/ Barbara S. Lane, Trustee
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||||||
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BY: |
/s/ Wendy Dworkin, Trustee
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The Charles J. and Burton S. August | |||||
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Family Foundation | |||||
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||||||
DATED: 3/14/08
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BY: |
/s/ Burton S. August
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DATED: 3/14/08
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BY: |
/s/ Andrew August as POA
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||||||
DATED: 3/14/08
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/s/ Andrew August as POA
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|||||
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DATED: 3/14/08
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/s/ Burton S. August
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- 39 -
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35 HOWARD ROAD JOINT VENTURE | |||||
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||||||
DATED: 3/15/08
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BY: | Barbara S. Lane and Wendy Dworkin, | ||||
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as Trustees Under the Will of Sheldon A. Lane | |||||
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f/b/o Barbara S. Lane | |||||
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||||||
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BY: |
/s/ Barbara S. Lane, Trustee
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||||||
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BY: |
/s/ Wendy Dworkin, Trustee
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||||||
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The Charles J. and Burton S. August | |||||
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Family Foundation | |||||
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||||||
DATED: 3/14/08
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BY: |
/s/ Burton S. August
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||||||
DATED: 3/14/08
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BY: |
/s/ Andrew August as POA
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||||||
DATED: 3/14/08
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/s/ Andrew August as POA
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AUGUST, AUGUST, LANE OF ROCHESTER, LLC | ||||||
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DATED: 3/14/08
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BY: |
/s/ John August
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- 40 -
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THE CHARLES J. AND BURTON S. AUGUST | |||||
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FAMILY FOUNDATION | |||||
|
||||||
DATED: 3/14/08
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BY: |
/s/ Burton S. August
|
||||
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||||||
DATED: 3/14/08
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BY: |
/s/ Andrew August as POA
|
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||||||
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Barbara S. Lane and Wendy Dworkin | |||||
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As Trustees Under the Will of | |||||
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Sheldon A. Land f/b/o | |||||
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Barbara S. Lane | |||||
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BY: |
/s/ Barbara S. Lane, Trustee
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||||||
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BY: |
/s/ Wendy Dworkin, Trustee
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- 41 -
300 DIXIE TRAIL
GOLDSBORO, NC 27530 919-580-2000 |
MONRO SERVICE CORPORATION | AP EXHAUST PRODUCTS, INC. | |||||||||
|
||||||||||
By:
|
/s/ John Van Heel | By: | /s/ Vange Proimos | |||||||
|
|
|
||||||||
|
||||||||||
Print Name:
|
John Van Heel | Print Name: | Vange Proimos | |||||||
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||||||||||
Title:
|
President | Title: | President | |||||||
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||||||||
|
||||||||||
Witness:
|
/s/ David M. Baier | Witness: | Alicia Hauck | |||||||
|
|
|
RE:
|
Lease Agreement dated September 2, 1999 by and between Mt. Airy South Main Street, LLC, successor in interest to LPR Associates (Landlord) and Monro Muffler Brake, Inc., successor in interest to Mr. Tire, Inc. (Tenant) for premises situate at 1312 South Main Street, Mt. Airy, MD [MMB #765] |
/s/ Richard A. Berenson
|
||
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||
|
||
/s/ Frederick M. Danziger
|
||
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||
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||
/s/ Donald Glickman
|
||
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||
|
||
/s/ Peter J. Solomon
|
||
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||
|
||
/s/ Lionel B. Spiro
|
||
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||
|
||
/s/ Francis R. Strawbridge
|
||
|
||
|
||
/s/ Elizabeth A. Wolszon
|
||
|
1. | I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
1. | I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ Robert
G. Gross
|
Dated: June 11, 2009 | |||
Chief Executive Officer and Chairman of the Board
|
||||
/s/ Catherine
DAmico
|
Dated: June 11, 2009 | |||
Executive Vice President Finance and Chief
Financial Officer
|