DISCOUNT AUTO PARTS INC
8-K, 2000-11-27
AUTO & HOME SUPPLY STORES
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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) November 21, 2000



                           DISCOUNT AUTO PARTS, INC.
--------------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)



           Florida                         001-11276             59-1447420
---------------------------------    ---------------------    ------------------
(State or Other Jurisdiction of     (Commission File No.)       (IRS Employer
        Incorporation)                                       Identification No.)



4900 Frontage Road, South, Lakeland, Florida                    33815
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)




Registrant's telephone number, including area code:  (863) 687-9226




--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 5.  OTHER EVENTS.

     On November 21, 2000,  the Board of Directors of Discount Auto Parts,  Inc.
(the  "Company")  declared a dividend  distribution of one right (a "Right") for
each share of Common  Stock,  par value $0.01 per share (the "Common  Stock") of
the Company  outstanding  at the close of  business  on  December  14, 2000 (the
"Record  Date"),  pursuant  to the  terms  of a  Rights  Agreement,  dated as of
November 21, 2000 (the "Rights Agreement"),  between the Company and ChaseMellon
Shareholder  Services,  L.L.C.,  as Rights  Agent.  The  Rights  Agreement  also
provides,  subject to specified  exceptions and  limitations,  that Common Stock
issued or delivered after the Record Date will be entitled to and accompanied by
Rights. The Rights are in all respects subject to and governed by the provisions
of the Rights  Agreement,  a copy of which  (including all exhibits  thereto) is
filed as Exhibit 4.1 hereto and incorporated herein by this reference. A summary
description  of the  Rights  Agreement  is set forth in  Exhibit C to the Rights
Agreement.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Financial Statements of Businesses Acquired:  None

         (b)      Pro Forma Financial Information:  None

         (c)      Exhibits:

                  Exhibit
                  Number   Exhibit
                  ------   -------

                  4.1               Stockholder Rights Agreement
                                    (including Exhibits thereto)
                                    (filed as Exhibit 4.1 to the Company's
                                    Form 8-A on November 27, 2000
                                    and incorporated by reference herein)

                  99.1              Press Release, dated November 27, 2000
                                    (filed as Exhibit 99.1 to the Company's
                                    Form 8-A on November 27, 2000
                                    and incorporated by reference herein)

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        DISCOUNT AUTO PARTS, INC.


                                        By: /s/ Peter J. Fontaine
                                          Name: Peter J. Fontaine
                                         Title: Chairman of the Board and
                                                Chief Executive Officer




Date:   November 27, 2000


<PAGE>

                               INDEX TO EXHIBITS


        EXHIBIT
        NUMBER          EXHIBIT
        ------          -------

         4.1            Stockholder Rights Agreement
                        (including Exhibits thereto)
                        (filed as Exhibit 4.1 to the Company's
                        Form 8-A on November 27, 2000
                        and incorporated by reference herein)

         99.1           Press Release, dated November 27, 2000
                        (filed as Exhibit 4.1 to the Company's
                        Form 8-A on November 27, 2000
                        and incorporated by reference herein)



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