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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.
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(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
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Item 5. Other Events.
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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.
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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
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10.1 Amendment No. 1 to the Asset 4
Purchase Agreement dated
August 11, 1998
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SIGNATURES
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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.
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(Registrant)
August 11, 1998 /s/ Catherine D'Amico
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Catherine D'Amico
Sr. Vice President-Finance & CFO
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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:
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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."
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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
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Name: Mary Jane Allen
Title: Treasurer
BLOOR AUTOMOTIVE INC.
By: /s/ Mary Jane Allen
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Name: Mary Jane Allen
Title: Controller
SPEEDY CAR-X INC.
By: /s/ Mary Jane Allen
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Name: Mary Jane Allen
Title: Controller
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SPEEDY (U.S.A.), INC.
By: /s/ Mary Jane Allen
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Name: Mary Jane Allen
Title: Controller
SPEEDY HOLDING CORP.
By: /s/ Catherine D'Amico
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Name: Catherine D'Amico
Title: Secretary
MONRO MUFFLER BRAKE, INC.
By: /s/ Catherine D'Amico
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Name: Catherine D'Amico
Title: Chief Financial Officer
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