<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Pep Boys - Manny, Moe & Jack
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0962915
---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
---------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
___% Convertible Subordinated New York Stock Exchange, Inc.
Debentures due 1999
Securities to be registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------------------------------
(Title of Class)
<PAGE>
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Convertible Subordinated Notes due
1999 being registered hereby is contained in the section entitled
"Description of Notes" in the registrant's registration statement
on Form S-3 (Registration No. 33-55115) filed on August 17, 1994
pursuant to the Securities Act of 1933, as amended (the "Act"),
and is incorporated herein by reference, and such section in the
related prospectus to be filed pursuant to Rule 424(b) of the Act
shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS
1. Form of Indenture between the registrant and
First Fidelity Bank, National Association, as
Trustee, including form of Note (incorporated
by reference to Exhibit 4.1 of the
registrant's registration statement on Form
S-3 (Registration No. 33-55115)).
2. Indenture, dated as of March 22, 1991, between
the registrant and Bank America Trust Company
of New York, as Trustee, including form of
Debt Security (incorporated by reference to
Exhibit 4 of the registrant's registration
statement on Form S-3 (Registration No. 33-
39225)).
3. Rights Agreement, dated as of December 17,
1987, between the registrant and the
Philadelphia National Bank, including form of
Right Certificate and Summary of Rights to
Purchase Common Stock (incorporated by
reference to Exhibit 1 to the registrant's
Current Report on Form 8-K dated December 17,
1987).
4. Amendment to Rights Agreement, dated as of
June 6, 1989, between the registrant and The
Philadelphia National Bank (incorporated by
reference to Exhibit 1 to the registrant's
Current Report on Form 8-K dated June 6,
1989).
<PAGE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: August 19, 1994
THE PEP BOYS - MANNY, MOE & JACK
By:/s/ Michael J. Holden
------------------------------
Name: Michael J. Holden
Title: Senior Vice President
and Chief Financial
Officer
<PAGE>
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1. Form of Indenture between the registrant and First
Fidelity Bank, National Association, as Trustee,
including form of Note (incorporated by reference to
Exhibit 4.1 of the registrant's registration statement
on Form S-3 (Registration No. 33-55115)).
2. Indenture, dated as of March 22, 1991, between the
registrant and Bank America Trust Company of New York,
as Trustee, including form of Debt Security
(incorporated by reference to Exhibit 4 of the
registrant's registration statement on Form S-3
(Registration No. 33-39225)).
3. Rights Agreement, dated as of December 17, 1987, between
the registrant and the Philadelphia National Bank,
including form of Right Certificate and Summary of
Rights to Purchase Common Stock (incorporated by
reference to Exhibit 1 to the registrant's Current
Report on Form 8-K dated December 17, 1987).
4. Amendment to Rights Agreement, dated as of June 6, 1989,
between the registrant and The Philadelphia National
Bank (incorporated by reference to Exhibit 1 to the
registrant's Current Report on Form 8-K dated June 6,
1989).
<PAGE>
