<PAGE> 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):
December 22, 1999
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
<PAGE> 2
Item 5. Other Events.
- ----------------------
The Company announced a share repurchase program authorizing the Company to buy
up to 300,000 shares of its common stock. The Company's press release describing
such events is filed herewith.
Item 7. Financial Statements, Pro Forma Financial Information 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
- ----------- -----------
99.1 Press Release
dated December 22, 1999
<PAGE> 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)
January 11, 2000 /s/ Catherine D'Amico
----------------------------------
Catherine D'Amico
Sr. Vice President-Finance & CFO
<PAGE> 1
Exhibit 99.1
FOR:MONRO MUFFLER BRAKE, INC.
CONTACT: Robert Gross
President and Chief Executive Officer
(716) 647-6400
Catherine D'Amico
Senior Vice President - Finance
Chief Financial Officer
(716) 647-6400
Investor Relations:
Betsy BrodKeith Curtis
Media Contact:
FOR IMMEDIATE RELEASE Jennifer Kirksey
- --------------------- Morgen-Walke Associates, Inc.
(212) 850-5600
MONRO MUFFLER BRAKE ANNOUNCES SHARE REPURCHASE PROGRAM
ROCHESTER, N.Y. - DECEMBER 22, 1999 - MONRO MUFFLER BRAKE, INC.
(NASDAQ: MNRO) announced today that it has received approval from its Board of
Directors for a share repurchase program initially authorizing the Company to
buy up to 300,000 shares of its common stock. Under the plan, the Company may
purchase common stock from time to time in the open market. The amount and
timing of any purchases will depend upon a number of factors, including the
price and availability of the Company's shares and general market conditions.
The shares of common stock will be kept as treasury shares and will be used for
general corporate purposes.
Robert Gross, President and Chief Executive Officer of Monro Muffler
Brake, commented, "After assessing our valuation in the public market, the
Company believes that a conservative share repurchase program is a good
investment of the Company's capital. Our business today is on track and we
believe the outlook for Monro remains bright as we continue to realize benefits
from the Speedy acquisition, implement programs to drive sales performance and
expand our products and services."
Monro Muffler Brake operates a chain of stores providing automotive
undercar repair services in the United States. The Company currently operates
512 stores and has 19 dealer locations in New York, Pennsylvania, Ohio,
Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New
Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island,
Delaware and Michigan. Monro's stores provide a full range of services for brake
systems, steering and suspension systems, exhaust systems and many vehicle
maintenance services.
Certain statements made above may be forward-looking and are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve uncertainties which may
cause the Company's actual results in future periods to differ materially from
those expressed. These uncertainties include, but are not necessarily limited
to, uncertainties affecting retail generally (such as consumer confidence and
demand for auto repair); risks relating to leverage and debt service (including
sensitivity to fluctuations in interest rates); 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; and the risks described from time to time in the Company's SEC
reports which include the report on Form 10K for the fiscal year ended March 31,
1999.
# # #
<PAGE> 2
RESOLUTIONS APPROVED AT THE NOVEMBER 18, 1999
MEETING OF THE BOARD OF DIRECTORS
OF MONRO MUFFLER BRAKE, INC. (THE "COMPANY")
RESOLUTIONS AUTHORIZING STOCK REPURCHASE PROGRAM
- ------------------------------------------------
WHEREAS, the Board of Directors of Monro Muffler Brake, Inc.
(the "Board") believes that it is in the best interest of the Company to
repurchase up to 300,000 shares of common stock of the Company ("Company Stock")
in open market transactions from time to time and such repurchased Common Stock
to be kept as treasury shares of the Company and used for general corporate
purposes (the "Stock Repurchase");
WHEREAS, the Board believes the amount and timing of any
purchases of Company Stock under the Stock Repurchase should be made at the
discretion of the proper officers of the Company based on relevant factors,
including, but not limited to, the price and availability of the Company Stock
and general market conditions; and
WHEREAS, the Company entered into a certain Credit Agreement,
dated September 15, 1998, among the Company, The Chase Manhattan Bank, as agent,
Fleet National Bank, as syndication agent and the lenders named therein, which
prohibits the Company from making any repurchases of stock without the consent
of a majority of such lenders ("Lenders' Consent");
RESOLVED, that subject to and effective upon the Lenders'
Consent, the Stock Repurchase is hereby approved and adopted;
RESOLVED, that the officers of the Company hereby are, and
each of them with full authority to act without the others hereby is, authorized
and directed to procure the Lenders' Consent to the Stock Repurchase;
RESOLVED, that subject to and effective upon the Lenders'
Consent, the officers of the Company hereby are, and each of them with full
authority to act without the others hereby is, authorized with the advice of
counsel to prepare and execute, in the name and on behalf of the Company, to
procure all necessary signatures thereon, and to file with the Securities and
Exchange Commission, a current report on Form 8-K, together with appropriate
exhibits thereto (the "Form 8-K"), with the Securities and Exchange Commission;
and the officers of the Company hereby are, and each of them with full authority
to act without the others hereby is, authorized to prepare and execute, in the
name and on behalf of the Company, any amendments to the Form 8-K as they or he
or she, with advice of counsel, may deem necessary or desirable, to procure all
necessary signatures thereon, and to file such amendments, together with
appropriate exhibits thereto, with the Securities and Exchange Commission; and
RESOLVED, that, subject to and effective upon the Lenders'
Consent, the officers of the Company hereby are, and each of them acting without
the others hereby is, authorized, in the name and on behalf of the Company, to
notify the National Association of Securities Dealers Automated Quotation System
of the Stock Repurchase; and be it
FURTHER RESOLVED, that subject to and effective upon the
Lenders' Consent, the officers of the Company hereby are, and each of them with
full authority to act without the others hereby is, authorized to take all such
further action and to execute and deliver all such further instruments and
documents, in the name and on behalf of the Company and under its corporate seal
or otherwise, and to pay such fees and expenses as in their or his or her
judgment shall be necessary, proper or advisable in order fully to implement the
Stock Repurchase and to carry out the intent and to accomplish the purposes of
the foregoing resolutions, and the execution by any of such officers of any of
such instruments or documents, or the doing by any of them of any act in
connection with the foregoing matters, shall conclusively establish their or his
or her authority therefor from the Company of the instruments and documents so
executed and the actions so taken.
