Advance Auto Parts and Western Auto Supply Co., Subsidiary of Sears, Announce Merger Plans

Growing Auto Parts Retailer and Wholesaler Will Have $2.1 Billion in Sales,

Over 1,500 Retail Stores

Aug 17, 1998, 01:00 ET from Sears, Roebuck and Co.

    ROANOKE, Va., and HOFFMAN ESTATES, Ill., Aug. 17 /PRNewswire/ -- Advance
 Auto Parts ("Advance") and Sears, Roebuck and Co. (NYSE:   S) today announced
 the signing of a definitive agreement under which the Western Auto subsidiary
 of Sears, including both the retail and wholesale operations, will merge with
     Advance operates 915 automotive parts and accessories stores in 17 states.
 Western Auto, based in Kansas City, Mo., is a specialty retailer of automotive
 parts and accessories, operating 590 stores in the U.S. under the Parts
 America name, 40 stores primarily in Puerto Rico under the Western Auto name,
 and an extensive Western Auto wholesale dealer network.  Advance had sales for
 fiscal 1997 of $848.1 million and Western Auto had 1997 sales of $1.3 billion,
 which includes $248 million from the wholesale dealer network and $193 million
 from its stores in Puerto Rico.
     In exchange for its holdings in Western Auto, Sears will receive
 approximately $175 million of cash and will hold approximately 40 percent of
 the common stock of Advance.  Current investors in Advance, including an
 investment fund organized by Freeman Spogli & Co. Incorporated, will invest an
 additional $70 million in Advance.  The merger is expected to close by year
 end, subject to certain regulatory approvals.
     The combined entity will operate domestic retail stores under the Advance
 Auto Parts name in most markets.  The wholesale dealer network and Puerto Rico
 stores will continue to operate primarily under the Western Auto banner.  The
 combination draws on the strengths of both companies by developing a much
 stronger entity that can provide more customers with high level service, top
 quality auto parts and competitive prices through over 1,500 retail stores in
 36 states and nearly 800 'dealer' stores in 48 states.  Advance will maintain
 its headquarters in Roanoke and will be headed by Garnett E. Smith, President
 and Chief Executive Officer of Advance.  Nicholas F. Taubman will continue as
 Chairman of the Board of Directors of Advance.  Certain functions will remain
 in Kansas City.
     "The combination of Advance Auto Parts and Western Auto/Parts America will
 further strengthen Advance's position as a leading specialty retailer and
 distributor of automotive parts and accessories in the U.S.," Mr. Smith
 stated.  "Both companies share a culture that focuses on outstanding customer
 service, along with a broad product selection and competitive prices.  Our
 markets are contiguous, and the merger will expand Advance's geographic reach
 from the Southeast to the Northeast, Midwest, and Southwest.  In short, we
 will have a solid platform upon which to continue our growth in an attractive
 market segment."
     "Following the successful repositioning of Western Auto as a parts-only
 format, we explored ways to continue its growth without diverting capital from
 Sears core businesses," said Arthur C. Martinez, Chairman and CEO of Sears,
 Roebuck and Co.  "By retaining an equity position in the new company, Sears
 will participate in the upside potential of this merger and create more value
 for our shareholders."
     Mr. Smith added, "We are pleased that Sears will be a 40 percent
 stockholder in the combined company, and that our current investors are
 providing additional capital to support our growth, representing a strong vote
 of confidence in Advance's operating formula and long-term potential."
                                   FACT SHEET
                         Advance Auto
                             Parts            Western Auto Supply Co.
     STORE NAMES         Advance Auto Parts   Parts America
                                              Western Auto
     HEADQUARTERS        Roanoke, Va.         Kansas City, Mo.
     REVENUES (FY97)     $848.1 million       $1.3 billion (including
                                              amounts below)
                                              -- Wholesale:   $248 million
                                              -- Puerto Rico: $193 million
     NO. OF STORES       915                  590 Parts America
                                              40 Western Auto
                                              767 Western Auto wholesale stores
     NO. OF EMPLOYEES     13,000              10,000
     OWNERSHIP            Investment Funds,   Subsidiary of Sears,
                          Management          Roebuck and Co.

SOURCE Sears, Roebuck and Co.