SecProbe.io

May 27, 2005

Via US Mail and Facsimile

Scott A. Deininger
Senior Vice President of Finance and Administration
American Tire Distributors Holdings, Inc.
12200 Herbert Wayne Court, Suite 150
Huntersville, North Carolina 28078

Re: American Tire Distributors, Inc.
 Form 10-K for the year ended January 1, 2005
 Commission File Number:  333-61713

 American Tire Distributors Holdings, Inc.
Form S-4 filed May 12, 2005
 Commission File Number:

Dear Mr. Deininger:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall  disclosure in your filings.  We look forward
to working with you in these respects and welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

  As appropriate, please amend your regi stration statement in response to these
comments.  You may wish to provide us with ma rked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may ha ve additional comments after
reviewing your amendment and responses to our comments.

Mr. Scott D eininge r
American Tire Distributors Holdings, Inc.
May 27, 2005
Page 2

American Tire Distributors, Inc.

Form 10-K for the year ended December 31, 2004

Nature of Business, page 36

1. You indicate in your response letter dated May 12, 2004. that  you have determined your
operating segments are represented by your geogr aphic regions.  You have also determined
that these operating segments are properly aggreg ated into one reportable segment.  If true,
please clarify this fact in your filing and provide the disclosu res required by paragraph 26 of
SFAS 131.  Please also explain why you believe that the segments have similar economic
characteristics, why aggregation is consistent  with the objectives a nd basic principles of
SFAS 131 and how the segments are similar in each  of the areas specified in paragraph 17 of
the statement in your disclosures.

American Tire Distributors Holdings, Inc.

Form S-4 filed May 13, 2005

General

Guarantees, page 4

2. Please clarify in the filing, if  true, that the guarantees ar e both full and unconditional and
joint and several.

Summary Historical and Una udited Pro Forma Consolidated Financial Data, page 16

3. Please review your Pro Forma net income for accuracy.  It appears the column does not
properly calculate net income.

4. Please revise your presentation to present Othe r Financial Data in the position of least
prominence in accordance with Section 2 of FR  65. Specifically, Balance Sheet Data should
be placed above Other Financial Data.  Simila r revisions should be made throughout your
filing.

5. We note that you have presented Pro Forma Indenture EBITDA and have reconciled this
measure to pro forma net income as no pro forma statement of cash flows is presented.  As you are unable to reconcile this non-GAAP meas ure to the most comparable GAAP measure,
please remove Pro Forma Indenture EB ITDA from your tabul ar presentation.

Mr. Scott D eininge r
American Tire Distributors Holdings, Inc.
May 27, 2005
Page 3

Use of Proceeds, page 43

6. It is unclear from your explanation in f ootnote (1) how the $170.5 million related to the
amended and restated credit facili ty was calculated.  It appears that this amount differs from
the $155.7 million “drawn at closing” due to th e variance in total debt from January 1, 2005
(the “as-of” date of the table)  and the closing date.  If our understanding is correct, please
revise your footnote (1) to incl ude an explanation of this difference including the total
difference in debt.  If our understa nding is not corr ect, please advise.

7. Please revise your tabular presenta tion in footnote (5) to  present separately the funding of the
Series D senior notes ($28.6 million) and the prepayment penalty ($1 million,) with a cross-
reference to footnote (8), as the current presentati on does not indicate the reason for the $0.5
million difference in the total amount as presented on page 13.

The Acquisition

The Related Transactions, page 44

8. Your current discussion of the rela ted transactions is difficult to  associate to the table on page
42.  Please make the following revisions to th e discussion here, on page 13, and in footnote
(1) to your notes to the pro forma co nsolidated balance sheet for clarity:

a. Please revise your discussion of the $238.0 milli on equity contribution to Holdings to
detail the components of th e contribution.  Specificall y, you should state that the
contribution is comprised of $210 million of gross proceeds from the sale of common
stock by Holdings, $8 million from manageme nt’s equity in Holdings, and $20 million
from the issuance by Holdings of 8% cumu lative mandatorily redeemable preferred
stock.

b. Please revise your discussion of the Series A, C, and D preferred stock to include, by
series, the value and type of consideration give n related to the transactions.  Specifically,
you should state that Series A preferred stock of $5.5 million was redeemed as well as the
amount of merger considerati on given to the Series C and D holders on a common stock
equivalent basis.

Unaudited  Pro Forma Condensed Consolidated Balance Sheet, page 47

9. Refer to your footnote (1)(v) on page 48.  Suppl ementally reconcile th e information in the
table to the information in Note 15 of the hi storical financial statements on page F-26.

10. Refer to your footnote (2).  Supplementally explain to us how you have considered the
impact of the change in contro l resulting from the transactio ns on your deferred tax assets.
We may have further comment on your response.

Mr. Scott D eininge r
American Tire Distributors Holdings, Inc.
May 27, 2005
Page 4

11. Refer to your footnote (3).  It appears the explanation (i) to your footnot e (3) is incorrect.
Debt Assumed or Refinanced of $206,798 and Funding of Series D Senior Note Obligations of $29,552 totals $236,350.  This amount appears to include the capital lease obligation of
$14,787 while your explanation (i) states it is ex cluded.  Please revise your explanation as
appropriate.  Also, presentation of a narrative explanat ion and different aggregation for these
amounts is confusing in light of your previous tabular disclosure (see footnote (1)).  Please
revise your presentation here to include the specific components in tabular form similar to the
detail presented in your f ootnote (1) for clarity.

12. Please define “aggregate enterprise value” and explain and illustrate  how it is derived.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

13. Refer to your footnote (2).  Please expand your  explanation of the calculation of the $2,339
interest expense related to the capital leases assumed and reduction from the value of the interest rate swap so the calculation is transpar ent to the reader of the financial statements.
This revised explanation should include the amount  attributable to each source (capital lease,
interest rate swap) and the material terms used in th e calculation of each amount.

Index to Consolidated Financial Statements, page F-1

14. You indicate that you acquired Big State and Target Tire in fiscal 2004.  Rule 3-10 (g) of
Regulation S-X requires that financial statements  for recently acquired subsidiary issuers or
subsidiary guarantors be include d in the Securities Act registra tion statement of the parent in
certain circumstances.  Please supplementally e xplain why no historical financial statements
are required for either of these recently acquire d entities.  Provide numerical support in your
response.

15. Please update your filing to comply with Rule 3-12 of Regulation S-X.

Exhibit Index

16. An updated accountant’s consent should be provided with your next amendment.

Form 10-Q for the Period Ended April 2, 2005

Note 3. Acquisition, page 9

Mr. Scott D eininge r
American Tire Distributors Holdings, Inc.
May 27, 2005
Page 5

17. We note from your Note 3 in your Form 10- Q that warrants to purchase common stock
comprise part of the consideration in the transaction given to Investcor p.  Please explain to us
why this is not reflected in your Form S-4 and revise the document, as necessary.

Note 5. Goodwill and Other Intangible Assets, page 11

18. If you elect to attribute your  purchase price allocations to  third party appraisals, your
registration statement should iden tify the third party appraiser as  an expert and include his
consent as an exhibit.  Please re vise or advise, as appropriate.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that  they have provided a ll information investors
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.

Please file your response to our comments via EDGAR within ten business days from the date of this letter.  Please understand that we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-551-3304 or Margery Reich at 202-551-3347 if
you have questions or me at 202-551-3211 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey

Mr. Scott D eininge r
American Tire Distributors Holdings, Inc.
May 27, 2005
Page 6

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