-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfSEiI5VH5J9t9ZJcqGBDbPSr0RE3rLRqgWhQf/9bDXNizFbX+3CsKGCsbSglSgB 8044h1acXthBGa3y2iYF2Q== 0000734259-98-000017.txt : 19980218 0000734259-98-000017.hdr.sgml : 19980218 ACCESSION NUMBER: 0000734259-98-000017 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONRO MUFFLER BRAKE INC CENTRAL INDEX KEY: 0000876427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 160838627 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41923 FILM NUMBER: 98541491 BUSINESS ADDRESS: STREET 1: 200 HOLLEDER PKWY CITY: ROCHESTER STATE: NY ZIP: 14615-3808 BUSINESS PHONE: 7166476100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKEFELLER & CO INC /ADV CENTRAL INDEX KEY: 0000734259 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133006584 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: RM 5425 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 SC 13G 1 INITIAL SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT of 1934 (AMENDMENT NO. )* Monro Muffler Brake, Inc. (NAME OF ISSUER) $.01 par value Common Stock (TITLE OF CLASS OF SECURITIES) 610236101 (CUSIP NUMBER) Check the following box if a fee is being paid with this statement |_X_|. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the purpose 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 13G PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rockefeller & Co., Inc. I.R.S. Identification No.: 13-3006584 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not applicable (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF 423,019 SHARES 6 SHARED VOTING POWER Not applicable. BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY 423,019 EACH REPORTING 8 SHARED DISPOSITIVE POWER Not applicable. PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,019 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not applicable. 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! PAGE 3 of 5 PAGES Item 1(a). Name of Issuer: Monro Muffler Brake, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 200 Holleder Parkway Rochester, NY 14615 Item 2(a). Name of Person Filing: Rockefeller & Co., Inc. Item 2(b). Address of Principal Business Office: 30 Rockefeller Plaza, New York, New York 10112 Item 2(c). Citizenship: New York Item 2(d). Title of Class of Securities: $.01 par value Common Stock Item 2(e). CUSIP Number: 610236101 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or Dealer registered under Section 15 of the Act, (b) Bank as defined in Section 3(a)(6) of the Act, (c) Insurance Company as defined in Section 3(a)(19) of the Act, (d) Investment Company registered under Section 8 of the Investment Company Act, (e) X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-(b)(1)(ii)(F), (g) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H). PAGE 4 of 5 PAGES Item 4. Ownership As of December 31, 1997: (a) Amount Beneficially Owned: 423,019 (b) Percent of Class: 5.4% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 423,019, (ii) shared power to vote or to direct the vote -0-, (iii)sole power to dispose or to direct the disposition of 423,019, (iv) shared power to dispose or to direct the disposition of -0-. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Rockefeller & Co., Inc. ("R&Co.") is making this filing on behalf of certain clients for which it is the investment manager (collectively, the "R&Co. clients"). Each of these R&Co. clients, individually, owns less than 5% of this security. PAGE 5 of 5 PAGES Each of these R&Co. clients has executed investment management agreements granting R&Co. the right to exercise full discretion with respect to all matters relating to the stock of the Issuer held by them (including sole voting and dispositive power). Thus, while R&Co. is for purposes of this filing regarded as the beneficial owner of the shares of the Issuer held by each of the R&Co. clients, each of the R&Co. clients has the sole right to receive dividends from, and the proceeds from the sale of, the securities of the Issuer owned of record by each of them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 1998 (Date) /S/David A. Strawbridge (Signature) David A. Strawbridge, Vice President (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----