UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON,~~ ~~D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~PURSUANT~~REPORT ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto Section 13 ~~report~~or 15(~~date~~d) of ~~earliest~~ the ~~event~~Securities ~~reported):~~Exchange ~~September 2,~~Act ~~2004~~ of 1934

Date of Report (Date of earliest event reported): February 4, 2005

AMERICAN TIRE DISTRIBUTORS, INC.

(Exact ~~Name~~name of ~~Registrant~~ registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	333-61713	56-0754594
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification Number)

Delaware

12200 Herbert Wayne Court, Suite 150 (28078), P.O. Box 3145
Huntersville, North Carolina		28070-3145
(Address of Principal Executive Offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)

~~(704) 992-2000 (Registrant’s~~Commission ~~Telephone~~File Number,: ~~Including Area Code)~~ 333-61713

~~N/A (Former~~I.R.S. ~~Name~~Employer orIdentification ~~Former~~Number: ~~Address,~~56-0754594 ~~if Changed Since Last Report)~~

12200 Herbert Wayne Court, Suite 150 (28078)

P.O. Box 3145

Huntersville, North Carolina 28070-3145

Telephone: (704) 992-2000

Address of principal executive offices and telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oITEM ~~Soliciting~~1.01 ~~material~~ENTRY ~~pursuant~~INTO toA ~~Rule 14a-12~~MATERIAL ~~under~~DEFINITIVE ~~the Exchange Act (17 CFR 240.14a-12)~~ AGREEMENT

oAmerican ~~Pre-commencement~~Tire ~~communications~~Distributors, Inc., ~~pursuant~~a toDelaware ~~Rule 14d-2~~corporation (b“ATD” or the “Company”), has entered into an Agreement ~~under~~and Plan of Merger, dated as of February 4, 2005 (the ~~Exchange~~“Merger ~~Act~~Agreement”), by and among, ATD MergerSub, Inc., a Delaware corporation (17“MergerSub”), ~~CFR~~American ~~240~~Tire Distributors Holdings, Inc.~~14d-2~~ (b“Buyer”), Charlesbank Equity Fund IV, Limited Partnership, a Massachusetts limited partnership (“Charlesbank”), Charlesbank Capital Partners, LLC, a Massachusetts limited liability company, solely in its capacity as representative of the holders of the Company’s capital stock (“Stockholders’ Representative”), and the Company, providing for the merger of MergerSub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. Buyer is an affiliate of Investcorp, a global investment group.

oUpon ~~Pre-commencement~~consummation ~~communications~~of ~~pursuant~~the Merger, Buyer will pay, or cause to ~~Rule 13e-4~~be paid, consideration for the outstanding ATD equity (cincluding stock options and warrants) consisting of aggregate cash ~~under~~payments of $710 million less the ~~Exchange~~amount ~~Act~~of ~~(17~~ATD’s ~~CFR~~debt ~~240~~outstanding at January 1, 2005, ATD’s transaction expenses and certain payments to ATD management.~~13e-4(c))~~ In connection with the consummation of the Merger, it is expected that ATD’s senior bank debt will be refinanced and its Series D 10% Senior Notes will be repaid.

~~Item~~The 2consummation of the Merger, which is expected to occur in late March, is subject to customary conditions, including the receipt of required antitrust approvals or clearances.03 ~~Creation~~The Merger is not conditioned upon receipt of afinancing ~~Direct~~by ~~Financial~~Buyer. In ~~Obligation~~connection orwith anthe ~~Obligation~~Merger ~~under~~Agreement, anCharlesbank, ~~Off-Balance~~the ~~Sheet~~majority ~~Arrangement~~owner of ATD’s outstanding capital stock, consented to the adoption of the Merger Agreement and approval of the Merger. As a ~~Registrant~~result, no further stockholder action will be required to adopt the Merger Agreement or approve the Merger.

On ~~September~~February 28, ~~2004~~2005, ATD ~~American~~issued ~~Tire Distributors, Inc. (the “Company”) executed~~ a ~~Second~~press ~~Amendment~~release ~~(the~~announcing ~~“Amendment”) to~~ the ~~Third~~execution ~~Amended~~of ~~and Restated Loan and Security Agreement (~~the ~~“Loan~~Merger Agreement”). ~~The~~A copy ~~Amendment~~of ~~provided~~ the ~~Company with~~press arelease ~~$20.0 million Loan to facilitate an acquisition. The Loan will be evidenced by a promissory note and~~ is ~~due~~attached ~~and payable, in full, no later than March 1, 2005. Borrowings under the Loan will bear interest at (i) the Base Rate,~~ as ~~defined,~~Exhibit ~~plus the applicable margin or (ii) the Eurodollar Rate, as defined, plus the applicable margin~~99.1 ~~The applicable margin is 6.0% for Base Rate loans and 7.5% for Eurodollar Rate loans. The Loan is subject~~ to ~~acceleration~~ ~~prior~~this ~~to maturity upon default of the Loan Agreement~~report. ~~The Company may prepay the Loan in whole or in part at any time.~~

2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~SIGNATURE~~(a) Financial Statements of Businesses Acquired.

~~Pursuant~~Not toApplicable ~~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.~~

Date: September 9, 2004
		AMERICAN TIRE DISTRIBUTORS, INC.
		/s/ SCOTT A. DEININGER
		Scott A. Deininger
		Senior Vice President of Finance and Administration

(b) Pro Forma Financial Information.

3 Not Applicable

99.1 Company press release dated February 8, 2005

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.

	AMERICAN TIRE DISTRIBUTORS, INC.

	By:	/s/ Scott A. Deininger
		Scott A. Deininger
		Senior Vice President of Finance and Administration


Date: February 8, 2005

EXHIBITS

Exhibit No.		Description
99.1		Company press release dated February 8, 2005

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