SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 4)
Monro Muffler Brake, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
610236101
(CUSIP Number)
Peter J. Solomon
767 Fifth Avenue, 26th Floor
New York, New York 10153
(Name, address and telephone number of person
authorized to receive notices and communications)
February 24, 2004
(Date of event which requires filing of this statement).
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 610236101 13D/A Page 2 of 13 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON Peter J. Solomon
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
SC; PF; OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER 420,527 (includes 45,585 shares
of Common Stock underlying presently exercisable stock
SHARES options and 207,900 shares of Common Stock into which
20,000 shares of Class C Preferred Stock are presently
convertible)
--------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,350,110(1) (includes 467,775
shares of Common Stock into which 45,000 shares of Class C
Preferred Stock are presently convertible)
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 420,527 (includes 45,585 shares
of Common Stock underlying presently exercisable stock
options and 207,900 shares of Common Stock into which
20,000 shares of Class C Preferred Stock are presently
convertible)
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,350,110(1) (includes 467,775
shares of Common Stock into which 45,000 shares of Class C
Preferred Stock are presently convertible)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,770,637(1) (includes 45,585
shares of Common Stock underlying presently exercisable
stock options and 675,675 shares of Common Stock into
which 65,000 shares of Class C Preferred Stock are
presently convertible)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 12.6%
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(14) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN
--------------------
(1) As set forth in Item 5(b), Mr. Solomon disclaims beneficial ownership with
respect to 1,350,110 of the shares reported herein.
CUSIP NO. 610236101 13D/A Page 3 of 13 Pages
ITEM 1. SECURITY AND ISSUER.
The Schedule 13D (the "Schedule 13D") initially filed on November 25,
1992 and previously amended on June 9, 1993, March 5, 1996 and September 15,
2003 by the undersigned relating to the common stock, par value $.01 per share
(the "Common Stock"), issued by Monro Muffler Brake, Inc., a New York
corporation (the "Company"), is hereby amended and restated by this Amendment
No. 4 to the Schedule 13D. The Company's principal executive offices are located
at 200 Holleder Parkway, Rochester, New York 14615-3808.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Peter J. Solomon ("Mr. Solomon").
(b)-(c) Mr. Solomon is the Chairman of Peter J. Solomon Company, L.P.,
an investment banking firm located at 767 Fifth Avenue, 26th Floor, New York,
New York 10153. Mr. Solomon is also a director of the Company.
(d) Mr. Solomon has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) Mr. Solomon has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Solomon is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
The net investment cost (including broker's fees and commissions, if
any) of the 167,042 shares of Common Stock (adjusted for stock splits and
dispositions) directly beneficially owned by Mr. Solomon is approximately
$382,650, which came from the personal funds of Mr. Solomon. The beneficial
ownership of 45,585 shares reported herein reflects grants by the Company to Mr.
Solomon of options to purchase shares of Common Stock pursuant to the Company's
Non-Employee Directors' Stock Option Plans. The net investment cost (including
broker's fees and commissions, if any) of the 20,000 shares of the Company's
Class C Convertible Preferred Stock, par value $1.50 per share (the "Class C
Preferred Stock"), directly beneficially owned by Mr. Solomon is approximately
$30,000, which came from the personal funds of Mr. Solomon. One share of Class C
Preferred Stock is presently convertible into 10.395 shares of Common Stock.
Mr. Solomon is the co-trustee of the Joshua N. Solomon 94 Trust, UA
August 19, 1994 (the "Joshua N. Solomon Trust"), which acquired (i) 275,339 of
the shares of Common Stock reported herein (adjusted for stock splits and
dispositions) from Peter J. Solomon and Linda N. Solomon, trustees U/A dated
CUSIP NO. 610236101 13D/A Page 4 of 13 Pages
December 30, 1980, FBO Joshua N. Solomon and (ii) 13,500 shares of the Class C
Preferred Stock from Richard and Linda Solomon, trustees U/A dated December 8,
1983, FBO Joshua N. Solomon, each in a transfer of assets to the Joshua N.
Solomon Trust.
Mr. Solomon is the co-trustee of the Abigail R. Solomon 95 Trust, UA
April 10, 1995 (the "Abigail R. Solomon Trust"), which acquired (i) 277,799 of
the shares of Common Stock reported herein (adjusted for stock splits and
dispositions) from Peter J. Solomon and Linda N. Solomon, trustees U/A dated
December 30, 1980, FBO Abigail R. Solomon and (ii) 14,500 shares of Class C
Preferred Stock from Richard and Linda Solomon, trustees U/A dated December 8,
1983, FBO Abigail R. Solomon, each in a transfer of assets to the Abigail R.
Solomon Trust.
Mr. Solomon is the co-trustee of the Kate J. Solomon 97 Trust, FBO Kate
J. Solomon Trust UAD July 21, 1997 (the "Kate J. Solomon Trust," and
collectively with the Joshua N. Solomon Trust and the Abigail R. Solomon Trust,
the "Trusts"), which acquired (i) 269,197 of the shares of Common Stock reported
herein (adjusted for stock splits and dispositions) from Peter J. Solomon and
Linda N. Solomon, trustees U/A dated December 30, 1980, FBO Kate J. Solomon and
(ii) 17,000 shares of Class C Preferred Stock from Richard and Linda Solomon,
trustees U/A dated December 8, 1983, FBO Kate J. Solomon, each in a transfer of
assets to the Kate J. Solomon Trust.
Mr. Solomon is the co-trustee of the Joshua N. Solomon Foundation
(the "Joshua N. Solomon Foundation") and the Peter J. Solomon Family Foundation
(the "Peter J. Solomon Foundation" and together with the Joshua N. Solomon
Foundation, the "Foundations"), each a charitable foundation. The Joshua N.
Solomon Foundation acquired 20,000 of the shares of Common Stock reported herein
from the Joshua N. Solomon Trust on November 24, 2003. The Peter J. Solomon
Foundation acquired 20,000 of the shares of Common Stock reported herein from
the Abigail R. Solomon Trust and 20,000 of the shares of Common Stock reported
herein from the Kate J. Solomon Trust, each on November 24, 2003.
ITEM 4. PURPOSE OF TRANSACTION.
The Company's securities were acquired for investment. Mr. Solomon may
make further purchases of shares of Common Stock from time to time and may
dispose of any or all of such shares at any time. Mr. Solomon is not currently
involved in, and has no present intention to become involved in the formulation
of, any plan or proposal that relates to, or could result in, any of the matters
referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D. Mr. Solomon
may, at any time and from time to time, review or reconsider his position with
respect to the Company, and formulate plans or proposals with respect to any of
such matters, but has no present intention of doing so.
As further discussed in Item 5, Mr. Solomon may be deemed to be the
beneficial owner of 65,000 shares of Class C Preferred Stock, which constitute
all of the shares of Class C Preferred Stock outstanding as of the date hereof.
Pursuant to the Company's Certificate of Incorporation, the vote of the holders
of at least 60% of the shares of Class C Preferred Stock at the time
outstanding, voting separately as a class, or, alternatively, the written
consent of the holders of all outstanding shares of Class C Preferred Stock, is
needed to effect or validate any action approved by a vote of the holders of
shares of Common Stock. Therefore, the holders of the Class C Preferred Stock
CUSIP NO. 610236101 13D/A Page 5 of 13 Pages
have an effective veto over all matters put to a vote of the holders of the
Common Stock. Accordingly, Mr. Solomon has the power to, from time to time or at
any time, vote such preferred shares, or grant or withhold consent, in a manner
designed to block actions approved by the holders of the Common Stock. Mr.
Solomon has no present intention to block any such action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Peter J. Solomon may be deemed to be the
beneficial owner of 1,770,637 shares of Common Stock, constituting 12.6% of
the Common Stock outstanding.(1) The percentages throughout this Item 5 are
based upon 14,030,552 outstanding shares of Common Stock, which includes
(i) 13,309,292 shares of Common Stock reported to be outstanding as of
January 24, 2004, as reflected in the Company's Form 10-Q for the quarter
ended December 27, 2003 and (ii) 721,260 shares of Common Stock that would be
outstanding upon (x) the conversion of 65,000 shares of Class C Preferred Stock
beneficially owned by Mr. Solomon and the Trusts and (y) the exercise of
options for 45,585 shares of Common Stock held by Mr. Solomon.
(b) Mr. Solomon has the sole power to vote and to dispose of 420,527
shares (3.0%) of Common Stock (including 207,900 shares of Common Stock into
which 20,000 shares of Class C Preferred Stock are presently convertible).
Mr. Solomon shares the power to vote and dispose of 415,672 shares
(3.0%) of Common Stock (including 140,333 shares of Common Stock into which
13,500 shares of Class C Preferred Stock are presently convertible) with Joshua
N. Solomon, who is co-trustee and the sole beneficiary of the Joshua N. Solomon
Trust.
Mr. Solomon shares the power to vote and dispose of 428,526 shares
(3.1%) of Common Stock (including 150,727 shares of Common Stock into which
14,500 shares of Class C Preferred Stock are presently convertible) with Abigail
R. Solomon, who is co-trustee and the sole beneficiary of the Abigail R. Solomon
Trust.
Mr. Solomon shares the power to vote and dispose of 445,912 shares
(3.2%) of Common Stock (including 176,715 shares of Common Stock into which
17,000 shares of Class C Preferred Stock are presently convertible) with Kate J.
Solomon, who is co-trustee and the sole beneficiary of the Kate J. Solomon
Trust.
Mr. Solomon shares the power to vote and dispose of 20,000 shares
(0.1%) of Common Stock with Joshua N. Solomon, who is co-trustee of the Joshua
N. Solomon Foundation. Mr. Solomon shares the power to vote and dispose of
40,000 shares (0.3%) of Common Stock with Susan Solomon, Kate J. Solomon,
Abigail R. Solomon and Joshua N. Solomon, who are each co-trustees of the Peter
J. Solomon Foundation.
(1) All beneficial ownership reported on this Amendment No. 4 to the
Schedule 13D reflects a 3-for-2 stock split distributed by the Company on
October 31, 2003.
CUSIP NO. 610236101 13D/A Page 6 of 13 Pages
Joshua N. Solomon is employed by The Young Women's Leadership School as
an Assistant Principal and his business address is 105 East 106th Street, New
York, New York 10029. Abigail R. Solomon resides at 410 1/2 North Genesee
Avenue, Los Angeles, California 90036 and is currently employed as an actress.
Kate J. Solomon is employed by L'Oreal as a Marketing Director and her business
address is 575 Fifth Avenue, New York, New York 10017. Susan Solomon resides at
810 Fifth Avenue, New York, New York 10021.
Neither Joshua N. Solomon, Abigail R. Solomon, Kate J. Solomon nor
Susan Solomon has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Joshua N. Solomon, Abigail R. Solomon,
Kate J. Solomon and Susan Solomon are each citizens of the United States.
Mr. Solomon disclaims beneficial ownership of the 1,290,110 shares of
Common Stock (including 467,775 shares of Common Stock into which 45,000 shares
of Class C Preferred Stock are presently convertible) held by the Trusts and the
60,000 shares of Common Stock held by the Foundations.
(c) During the past sixty days, each of the Trusts has effected
dispositions, pursuant to a previously adopted plan intended to comply with Rule
10b5-1(c) under the Act, of shares of Common Stock held by the Trusts. See
SCHEDULE A for a listing of all such transactions. Mr. Solomon is a co-trustee
of the Trusts and, accordingly, may be deemed to have a beneficial interest
therein. As set forth in Item 5(b), Mr. Solomon expressly disclaims beneficial
ownership with respect to all securities held by the Trusts.
(d) Pursuant to the agreements governing the Trusts, the beneficiary of
each Trust has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of securities owned by the Trust.
Pursuant to the agreements governing the Foundations, the trustees of each
Foundation have the power to direct the receipt of dividends from or the
proceeds from the sale of securities owned by such Foundation but do not have
the right to receive such dividends or proceeds.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or loss
or the giving or withholding of proxies.
CUSIP NO. 610236101 13D/A Page 7 of 13 Pages
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
CUSIP NO. 610236101 13D/A Page 8 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 3, 2004
/S/ PETER J. SOLOMON
-----------------------------------
Peter J. Solomon
CUSIP NO. 610236101 13D/A Page 9 of 13 Pages
SCHEDULE A
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DATE OF TRANSACTION NUMBER OF SHARES SOLD(1) PRICE PER SHARE ($)
01/05/04 300 $20.0800
01/05/04 3,121 $20.1500
01/05/04 11 $20.5000
01/06/04 900 $19.9800
01/06/04 3,300 $20.0000
01/06/04 51 $20.0500
01/06/04 2,700 $20.1000
01/06/04 57 $20.1500
01/07/04 900 $20.0000
01/07/04 900 $20.1000
01/07/04 300 $20.1500
01/07/04 3,804 $20.2500
01/07/04 96 $20.2600
01/07/04 900 $20.3000
01/07/04 300 $20.3500
01/07/04 300 $20.5000
01/07/04 7,300 $20.7500
01/07/04 800 $20.7600
01/07/04 2,076 $20.8000
01/07/04 600 $20.9000
01/08/04 600 $20.7500
01/08/04 300 $20.8500
01/08/04 450 $20.9000
01/08/04 300 $20.9500
01/08/04 600 $21.0000
01/08/04 600 $21.1000
01/08/04 900 $21.1500
01/08/04 400 $21.2400
01/08/04 101 $21.2500
01/08/04 999 $21.3000
01/08/04 600 $21.3500
01/08/04 600 $21.3900
01/08/04 1,800 $21.4000
01/08/04 300 $21.4500
01/08/04 600 $21.4600
01/08/04 6,199 $21.5000
01/08/04 101 $21.5100
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(1) The amounts shown in this column represent the aggregate number of shares
disposed of by all three of the Trusts on the stated date and at the stated
price.
CUSIP NO. 610236101 13D/A Page 10 of 13 Pages
DATE OF TRANSACTION NUMBER OF SHARES SOLD(1) PRICE PER SHARE ($)
01/08/04 400 $21.5500
01/09/04 9,300 $21.3500
01/09/04 8,400 $21.5000
01/09/04 256 $21.6000
01/20/04 98 $22.4050
01/20/04 251 $22.4450
01/20/04 1,000 $22.5700
01/20/04 200 $22.8800
01/20/04 500 $23.0000
01/20/04 300 $23.1500
01/20/04 400 $23.2000
01/20/04 51 $23.2400
01/20/04 100 $23.2500
01/20/04 100 $23.2650
01/20/04 300 $23.3000
01/21/04 300 $22.9000
01/21/04 100 $22.9500
01/21/04 300 $23.1300
01/21/04 300 $23.1700
01/21/04 600 $23.1800
01/22/04 300 $22.6500
01/22/04 1,200 $22.7000
01/22/04 300 $22.7450
01/22/04 300 $22.7950
01/22/04 900 $22.8000
01/22/04 300 $23.0300
01/22/04 300 $23.0400
01/23/04 1,500 $22.5000
01/23/04 300 $22.5150
01/23/04 300 $22.6200
01/23/04 300 $22.7650
01/23/04 300 $22.7700
01/23/04 1,200 $22.8000
01/23/04 300 $22.8250
01/23/04 300 $22.8350
01/23/04 1,450 $22.8500
01/23/04 50 $22.8600
01/23/04 29 $22.9000
01/23/04 300 $22.9500
01/23/04 600 $22.9550
01/23/04 500 $23.0500
01/23/04 300 $23.0750
01/23/04 200 $23.0850
CUSIP NO. 610236101 13D/A Page 11 of 13 Pages
DATE OF TRANSACTION NUMBER OF SHARES SOLD(1) PRICE PER SHARE ($)
01/26/04 300 $23.0000
01/26/04 900 $23.0250
01/26/04 300 $23.0300
01/26/04 300 $23.0350
01/26/04 300 $23.0400
01/26/04 300 $23.0500
01/26/04 300 $23.0750
01/26/04 300 $23.0800
01/26/04 300 $23.1000
01/26/04 300 $23.1050
01/26/04 300 $23.1100
01/26/04 100 $23.1200
01/26/04 600 $23.1700
01/26/04 581 $23.1900
01/26/04 319 $23.1950
01/26/04 700 $23.2000
01/26/04 300 $23.2100
01/27/04 1,200 $23.2250
01/27/04 300 $23.2500
01/27/04 300 $23.2600
01/27/04 400 $23.2650
01/27/04 300 $23.2750
01/27/04 300 $23.3000
01/27/04 300 $23.3250
01/27/04 78 $23.3500
01/27/04 1,500 $23.5000
01/27/04 300 $23.5800
01/27/04 900 $23.6500
01/27/04 100 $24.0000
01/27/04 200 $24.0800
01/28/04 290 $23.0000
01/28/04 610 $23.0300
01/28/04 300 $23.0400
01/28/04 600 $23.1000
01/28/04 600 $23.1200
01/28/04 600 $23.1350
01/28/04 1,200 $23.1500
01/28/04 300 $23.2000
01/28/04 500 $23.2500
01/28/04 300 $23.2550
01/28/04 300 $23.2650
01/28/04 300 $23.2750
01/29/04 300 $23.1000
CUSIP NO. 610236101 13D/A Page 12 of 13 Pages
DATE OF TRANSACTION NUMBER OF SHARES SOLD(1) PRICE PER SHARE ($)
01/29/04 600 $23.1500
01/29/04 300 $23.2500
01/29/04 600 $23.3000
01/29/04 300 $23.3050
01/29/04 600 $23.3250
01/29/04 300 $23.3550
01/29/04 300 $23.3500
01/30/04 570 $23.2000
01/30/04 300 $23.2100
01/30/04 600 $23.2200
01/30/04 300 $23.2500
01/30/04 600 $23.3000
01/30/04 300 $23.4500
01/30/04 900 $23.5000
02/24/04 600 $24.0000
02/24/04 200 $24.0200
02/24/04 100 $24.0400
02/24/04 597 $24.0500
02/24/04 800 $24.0600
02/24/04 300 $24.0700
02/24/04 1,359 $24.0900
02/24/04 1,114 $24.0950
02/24/04 300 $24.1000
02/24/04 300 $24.2050
02/24/04 300 $24.2500
02/24/04 300 $24.2900
02/24/04 200 $24.3250
02/25/04 100 $23.9700
02/25/04 600 $23.9800
02/25/04 300 $23.9900
02/25/04 324 $24.0000
02/25/04 300 $24.0100
02/25/04 1,100 $24.0150
02/25/04 800 $24.0200
02/25/04 776 $24.0500
02/25/04 300 $24.0600
02/25/04 100 $24.0300
02/25/04 100 $24.0400
02/26/04 300 $24.0000
02/26/04 300 $24.0300
02/26/04 1,800 $24.0500
02/26/04 500 $24.0600
02/26/04 600 $24.0700
CUSIP NO. 610236101 13D/A Page 13 of 13 Pages
DATE OF TRANSACTION NUMBER OF SHARES SOLD(1) PRICE PER SHARE ($)
02/26/04 500 $24.1000
02/26/04 701 $24.1100
02/26/04 12 $24.1500
02/26/04 300 $24.1700
02/26/04 88 $24.2000
02/26/04 100 $24.2100
02/26/04 200 $24.2110
02/26/04 100 $24.3310
02/26/04 100 $24.3710
02/26/04 200 $24.3720
02/26/04 200 $24.3800
02/27/04 86 $23.8300
02/27/04 526 $24.1100
02/27/04 318 $24.1200
02/27/04 300 $24.1210
02/27/04 214 $24.1300
02/27/04 520 $24.1400
02/27/04 1,300 $24.1500
02/27/04 380 $24.1550
02/27/04 300 $24.1700
02/27/04 374 $24.1800