SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
- -- SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
OR
- -- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. [No Fee Required]
For the transition from to
----------- -----------
Commission file number 1-3381
------
THE PEP BOYS SAVINGS PLAN
- -------------------------
(Full title of the plan)
The Pep Boys - Manny, Moe & Jack
3111 W. Allegheny Avenue
Philadelphia, PA 19132
- --------------------------------
(Name of issuer of the securities held pursuant to
the plan and the address of its
principal executive offices)
Registrant's telephone number, including area code (215)229-9000
Notices and Communications from the Securities and Exchange
Commission relating to this Report should be forwarded to:
Michael J. Holden Jack H. Nusbaum
Executive Vice President & Chief Willkie Farr & Gallagher
Financial Officer & Treasurer One Citicorp Center
The Pep Boys - Manny, Moe & Jack 153 East 53rd Street
3111 West Allegheny Avenue New York, NY 10022-4669
Philadelphia, PA 19132
<PAGE>
THE PEP BOYS SAVINGS PLAN
- -------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
PAGE
----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
As of December 31, 1995 4
Statement of Net Assets Available for Benefits
As of December 31, 1994 5
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1995
and 1994 6
Notes to Financial Statements 7 - 11
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 12
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1995 13
<PAGE>
<PAGE>3
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
The Pep Boys Savings Plan
Philadelphia, Pennsylvania
We have audited the accompanying statements of net assets available for
benefits of The Pep Boys Savings Plan (the "Plan") as of December 31, 1995 and
1994, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of The Pep Boys Savings Plan
as of December 31, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of:
(1) assets held for investment purposes as of December 31, 1995, and
(2) reportable transactions for the year then ended, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
information by fund is presented for the purpose of additional analysis of the
basic financial statements rather than to present the net assets available for
benefits and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements.
The supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
April 11, 1996
<PAGE>
<PAGE>4
<TABLE>
THE PEP BOYS SAVINGS PLAN
- --------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- ----------------------------------------------
SUPPLEMENTAL INFORMATION
INVESTMENT FUNDS
<CAPTION>
FIXED INDEX PEP BOYS
INCOME EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ---------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- -----------
INVESTMENTS:
Fixed Income Fund $20,205,695 $20,205,695
Index Equity Fund - Vanguard Index Trust $5,538,452 5,538,452
The Pep Boys Stock Fund - at market
(Cost $20,384,792 consisting of 667,423 shares) $17,102,717 17,102,717
Balanced Fund - State Street Seven Seas Series $926,576 926,576
Loans to participants $3,325,700 3,325,700
----------- ---------- ----------- -------- ---------- -----------
Total investments 20,205,695 5,538,452 17,102,717 926,576 3,325,700 47,099,140
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Fixed Income Fund 36,842 36,842
Index Equity Fund 175 175
Balanced Fund 3,299 3,299
EMPLOYER AND PARTICIPANT RECEIVABLE:
83,465 shares of The Pep Boys - Manny,
Moe & Jack common stock, cost $2,164,321 2,138,791 2,138,791
----------- ---------- ----------- -------- ---------- -----------
TOTAL $20,242,537 $5,538,627 $19,241,508 $929,875 $3,325,700 $49,278,247
=========== ========== =========== ======== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------
LIABILITIES:
Employer loan $ 2,402,412 $ 2,402,412
Other 20,745 $ 24,831 $ 6,771 $ 358 52,705
----------- ---------- ----------- -------- -----------
Total liabilities 2,423,157 24,831 6,771 358 2,455,117
NET ASSETS AVAILABLE FOR BENEFITS 17,819,380 5,513,796 19,234,737 929,517 $3,325,700 46,823,130
----------- ---------- ----------- -------- ---------- -----------
TOTAL $20,242,537 $5,538,627 $19,241,508 $929,875 $3,325,700 $49,278,247
=========== ========== =========== ======== ========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>5
<TABLE>
THE PEP BOYS SAVINGS PLAN
- ----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- ----------------------------------------------
SUPPLEMENTAL INFORMATION
INVESTMENT FUNDS
<CAPTION>
FIXED INDEX PEP BOYS
INCOME EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
---------- ---------- ----------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- -----------
INVESTMENTS:
Fixed Income Fund $18,073,338 $18,073,338
Index Equity Fund - Vanguard Index Trust $3,438,364 3,438,364
The Pep Boys Stock Fund - at market
(Cost $14,974,244 consisting of 565,249 shares) $17,522,719 17,522,719
Balanced Fund - State Street Seven Seas Series $359,722 359,722
Loans to participants $2,875,733 2,875,733
----------- ---------- ----------- -------- ---------- ----------
Total investments 18,073,338 3,438,364 17,522,719 359,722 2,875,733 42,269,876
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Fixed Income Fund 28,783 28,783
Index Equity Fund 787 787
Balanced Fund 10,586 10,586
EMPLOYER AND PARTICIPANT RECEIVABLE:
26,008 shares of The Pep Boys - Manny,
Moe & Jack common stock, cost $797,648 806,167 806,167
----------- ---------- ----------- -------- ---------- -----------
TOTAL $18,102,121 $3,439,151 $18,328,886 $370,308 $2,875,733 $43,116,199
=========== ========== =========== ======== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------
LIABILITIES:
Employer loan $ 2,402,412 $ 2,402,412
Other 137,253 $ 34,664 $ 1,735 173,652
----------- ---------- ----------- -----------
Total liabilities 2,539,665 34,664 1,735 2,576,064
NET ASSETS AVAILABLE FOR BENEFITS 15,562,456 3,404,487 18,327,151 $370,308 $2,875,733 40,540,135
----------- ---------- ----------- -------- ---------- -----------
TOTAL $18,102,121 $3,439,151 $18,328,886 $370,308 $2,875,733 $43,116,199
=========== ========== =========== ======== ========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>6
<TABLE>
THE PEP BOYS SAVINGS PLAN
- ----------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ----------------------------------------------------------
SUPPLEMENTAL INFORMATION
INVESTMENT FUNDS
<CAPTION>
FIXED INDEX PEP BOYS
INCOME EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
------------ ----------- ------------ --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
JANUARY 1, 1994 $14,627,681 $2,832,115 $13,808,704 $ 80,120 $2,062,390 $33,411,010
Dividend and interest income 1,076,665 100,292 91,376 1,268,333
Interest on loans 85,218 19,126 48,543 2,871 155,758
------------ ----------- ------------ --------- ------------
NET INVESTMENT INCOME 1,161,883 119,418 139,919 2,871 1,424,091
NET REALIZED (LOSS)/GAIN ON SALE OF
INVESTMENTS AND UNREALIZED (DEPRECIATION)/
APPRECIATION OF INVESTMENTS (60,556) 2,557,063 1,969 2,498,476
CONTRIBUTIONS:
Participants 2,832,074 1,075,938 2,225,155 317,319 6,450,486
The Pep Boys - Manny, Moe & Jack 28,783 2,478,856 2,507,639
TERMINATIONS/HARDSHIP WITHDRAWALS (2,538,432) (430,585) (2,399,163) (32,581) (350,806) (5,751,567)
LOANS:
New loans (1,135,989) (256,331) (785,351) (19,893) 2,197,564
Principal repayments 586,456 124,488 301,968 20,503 (1,033,415)
------------ ----------- ----------- --------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1994 15,562,456 3,404,487 18,327,151 370,308 2,875,733 40,540,135
Dividend and interest income 1,138,193 128,381 113,954 30,529 1,411,057
Interest on loans 117,234 26,586 76,083 4,525 224,428
------------ ----------- ----------- --------- ------------
NET INVESTMENT INCOME 1,255,427 154,967 190,037 35,054 1,635,485
NET REALIZED GAIN/(LOSS) ON SALE OF
INVESTMENTS AND UNREALIZED APPRECIATION/
(DEPRECIATION) OF INVESTMENTS 1,275,864 (3,307,572) 116,339 (1,915,369)
CONTRIBUTIONS:
Participants 3,353,989 1,201,923 2,931,029 517,146 8,004,087
The Pep Boys - Manny, Moe & Jack 31,666 3,057,577 3,089,243
TERMINATIONS/HARDSHIP WITHDRAWALS (1,926,365) (386,855) (1,694,621) (92,522) (430,088) (4,530,451)
LOANS:
New loans (1,081,307) (268,736) (659,106) (43,028) 2,052,177
Principal repayments 623,514 132,146 390,242 26,220 (1,172,122)
------------ ----------- ------------ --------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1995 $17,819,380 $5,513,796 $19,234,737 $929,517 $3,325,700 $46,823,130
============ =========== ============ ========= =========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>7
THE PEP BOYS SAVINGS PLAN
- -------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Investments
-----------
Investments in The Pep Boys - Manny, Moe & Jack common stock, Vanguard
Index Trust and Balanced Fund are valued at the last reported sales
price on the last business day of the period. Investments in Group
Annuity Contracts are stated at cost plus accrued interest. (See Note 3.)
2. DESCRIPTION OF THE PLAN
-----------------------
The Pep Boys Savings Plan (the "Plan"), was established on September 1,
1987. The Plan provides a vehicle for participating Company employees
to increase savings. The Plan was structured to comply with the require-
ments of the Employee Retirement Income Security Act of 1974 ("ERISA").
Participation
-------------
All employees of The Pep Boys - Manny, Moe & Jack and subsidiaries (the
"Company") who have attained both the age of 21 and completed one year of
service as defined by the Plan, other than those employees whose terms
and conditions of employment are determined by a collective bargaining
agreement unless such collective bargaining agreement provides to the
contrary, may join the Plan on any January 1, April 1, July 1, or
October 1.
Funding
-------
Contributions to the Plan are made by employees and the Company.
Employee contributions, made through salary reduction, may be any whole
percentage from 1% to 12% of their compensation as defined by the Plan.
The Company contributes the lesser of 50% of the first 6% of the
participant's pre-tax contributions or a maximum 3% of the participant's
compensation.
Effective January 1, 1993, Company contributions are deposited in The Pep
Boys Stock Fund. Employees age 55 or over have the option to make an
irrevocable election to have 100% of the Company's contribution deposited
into the Fixed Income Fund.
Vesting
-------
The Plan provides that the participant's contributions are fully vested
when made. The Company's contribution for a particular year is made if
the participant is actively employed on December 31 of that year or if
<PAGE>
<PAGE>8
the participant's employment terminated due to death, disability or
retirement prior to December 31. The Company's contributions are fully
vested when made.
Loan Provisions
---------------
Participants may borrow 50% of their account balance subject to a minimum
of $500 and a maximum of $50,000. The maximum duration of a loan is five
years. The interest rate is commensurate with current fixed rates
charged by institutions in the business of lending money for similar
types of loans.
Priorities upon Termination
---------------------------
In the event of termination of the Plan, the interest of the
participating employees or their beneficiaries will remain fully vested
and not be subject to forfeiture in whole or in part and distributions
shall be made to them in cash and/or stock as applicable.
Income Tax Status
-----------------
The Internal Revenue Service has issued a determination letter
(February 28, 1996) indicating that the Plan meets the requirements of
Sections 401(a) and 401(k) of the Internal Revenue Code (the "Code").
Accordingly, the Plan's related trust is exempt from Federal Taxation
under Section 501(a) of the Code. The Plan has been amended in order to
comply with the Tax Reform Act of 1986 and subsequent regulations. The
Plan Committee believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code.
Employee contributions to the Plan, up to $9,240 during 1994 and 1995,
are not subject to income tax until their withdrawal from the Plan. For
1996, this limit increased to $9,500. Additionally, employees are not
subject to tax on the Company's contributions to the Plan, appreciation
in Plan assets or income earned thereon until withdrawn from the Plan.
Administration
--------------
All costs associated with administering the Plan are borne by the
Company.
The Plan is administered by a Plan Committee of three employees of the
Company.
At December 31, 1995 the members of the Plan Committee and their
positions with the Company were:
Michael J. Holden Executive Vice President and Chief
Financial Officer & Treasurer
Roger A. Rendin Vice President - Human Resources
Bernard K. McElroy Assistant Vice President - Finance &
Assistant Secretary
Under the provisions of ERISA, all of the above individuals are
"parties-in-interest."
<PAGE>
<PAGE>9
3. INVESTMENT PROGRAMS
-------------------
Participant contributions - Upon enrollment or re-enrollment, each
participant shall direct that his/her contributions be invested in one or
more of the following investment programs in increments of 10%.
Fixed Income Fund
-----------------
The Fixed Income Fund has invested in several Group Annuity
Contracts issued by insurance companies. The contracts seek to
provide a fixed rate of interest for a specific period of time.
These investments contractually stipulate a rate of return and do
not guarantee a return of principal.
On April 11, 1991, Executive Life Insurance Company of California
("Executive Life") was placed into conservatorship by the State of
California at which time the Plan discontinued accruing interest on
the investment. On May 22, 1991, the Company guaranteed the
Executive Life portion of all participants' account balances as
of March 31, 1991. Accordingly, no adjustment has been made to the
carrying amount since that date. Under the terms of the Company's
guarantee to the participants, proceeds received in excess of the
Executive Life Group Annuity Contract will be allocated to the
participants' account balances. The Plan had $2,402,412 invested
with Executive Life on December 31, 1994 and December 31, 1995. (See
Note 4).
Effective July 1, 1992, participants' contributions to this fund are
invested in a blended fund comprised of various Group Annuity
Contracts. Each contract provides a fixed interest rate in effect
until maturity. Individual participants receive a blended rate of
interest based upon the overall rate of return.
Balanced Fund
-------------
The Balanced Fund is managed by State Street Bank in Boston,
Massachusetts, and invests 50% in stocks and 50% in bonds. State
Street's Seven Seas S&P 500 Index Fund seeks to duplicate the
capital growth and dividend income of the Standard and Poor's 500
Composite Stock Price Index. The State Street Seven Seas
Intermediate Fund Bond Market Fund is intended to perform similar to
the Lehman Brothers Intermediate Bond Index.
Index Equity Fund
-----------------
The Index Equity Fund has invested in the Vanguard Index Trust which
seeks to provide investment results that correspond to the price and
yield performance of publicly traded common stocks in the aggregate.
The Vanguard Index Trust uses the Standard and Poor's 500 Composite
Stock Price Index as the standard comparison and attempts to
duplicate the capital growth and dividend income of that Index.
The Pep Boys Stock Fund
-----------------------
This fund is invested in the common stock of the The Pep Boys -
Manny, Moe & Jack.
<PAGE>
<PAGE>10
<TABLE>
The number of participants in each investment program at
December 31, was as follows:
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Executive Life Insurance Company
#CG01321A3A 1,158 1,307
Massachusetts Mutual Life Insurance
Company GAC#6260 0 1,797
Continental Assurance Company
#GP12674 2,102 2,435
Blended Fund 5,770 5,307
Balanced Fund 1,243 761
Index Equity Fund 2,633 2,133
The Pep Boys Stock Fund 6,863 5,976
The total number of participants in the Plan was less than the sum
of the number of participants shown above because many were
participating in more than one fund.
Investments that represent 5% or more of the net assets
available for benefits at December 31, 1995 and 1994 are as
follows:
1995 1994
---- ----
FIXED INCOME FUND:
Group Annuity Contracts:
Principal Mutual Life Insurance
Company #4-8601 $ 2,768,485 $ 2,616,426
Provident Life and Accident
Insurance Company #627-05414 4,328,914 4,054,808
Metropolitan Life Insurance
Company #GAC-13211 2,807,274 2,619,703
New York Life Insurance Company
#GA30139 3,628,561
Massachusetts Mutual Life
Insurance Company GAC#6260 2,013,500
Continental Assurance Company
#GP12674 2,236,116 2,444,420
Executive Life Insurance Company
#CG01321A3A 2,402,412 2,402,412
John Hancock Mutual Life Insurance
Company #GAC7299 2,033,933 1,922,069
---------- ----------
Total Fixed Income Fund $20,205,695 $18,073,338
========== ==========
INDEX EQUITY FUND - Vanguard Index Trust $ 5,538,452 $ 3,438,364
========== ==========
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock $17,102,717 $17,522,719
========== ==========
<PAGE>
<PAGE>11
4. PARTY-IN-INTEREST TRANSACTIONS
------------------------------
Pursuant to a written agreement between the Company and the Plan
Trustees, the Company loaned $2,402,412 in January 1993 to the Trust for
the balance invested with Executive Life (see Note 3). Under the
provisions of ERISA, the Company is a "party-in-interest". The Plan's
counsel has determined that this loan transaction between the Trust and
the Company does fall within the scope of Prohibited Transactions Class
Exemption 80-26. In addition, the Company has entered into a closing
agreement with the Internal Revenue Service pursuant to Revenue Procedure
92-16. This agreement states that, subject to certain conditions, which
the plan administrator indicates have been met, the loan transaction will
not cause the Plan to fail to meet the qualification requirements of the
Code and will not result in the imposition of excise taxes under Code
Sections 4980 and 4972. This agreement also indicates that should there
be a shortfall in amounts ultimately recovered, the Company may treat
such shortfall as a tax deductible contribution.
<PAGE>
<PAGE>12
</TABLE>
<TABLE>
THE PEP BOYS SAVINGS PLAN
- ---------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<CAPTION>
CURRENT
IDENTITY DESCRIPTION COST VALUE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Principal Mutual Life Insurance Company 5.82% 06/30/98 $2,768,485 $ 2,768,485
Provident Life and Accident Insurance Company 6.76% 12/31/97 4,328,914 4,328,914
Metropolitan Life Insurance Company 7.16% 06/30/97 2,807,274 2,807,274
New York Life Insurance Company 8.10% 12/31/99 3,628,561 3,628,561
Continental Assurance Company 8.20% 06/30/96 2,236,116 2,236,116
Executive Life Insurance Company 5.34% 09/03/98 2,402,412 2,402,412
John Hancock Mutual Life Insurance Company 5.82% 12/31/98 2,033,933 2,033,933
Vanguard Index Trust N/A N/A 4,262,587 5,538,452
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock N/A N/A 20,384,792 17,102,717
BALANCED FUND - State Street's Seven Seas
S&P 500 Index Fund and Intermediate Bond Fund N/A N/A 810,236 926,576
LOANS TO PARTICIPANTS 7.00%-8.75% N/A 3,325,700 3,325,700
-------------- --------------
$48,989,010 $47,099,140
===== =====
</TABLE>
<PAGE>
<PAGE13>
THE PEP BOYS SAVINGS PLAN
- -------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- ----------------------------------------------
Aggregate of transactions involving the same security exceeding 5% of net
assets at January 1, 1995:
Purchase
Identity of Party Description Price
----------------- ----------- --------
The Pep Boys - Manny, Moe & Jack
Common Stock N/A N/A $2,703,395
New York Life Insurance Company 8.10% 12/31/99 50% $3,489,379
06/30/00 Rem.
Individual transactions in 1995 involving the same security exceeding 5% of
net assets at January 1, 1995:
Purchase
Identity of Party Description Price
----------------- ----------- --------
The Pep Boys - Manny, Moe & Jack
Common Stock N/A N/A $2,703,395
<PAGE>
<PAGE>14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused
this Annual Report to be signed by the undersigned hereunto duly
authorized.
THE PEP BOYS SAVINGS PLAN
-------------------------
DATE: May 22, 1996 BY: /s/Bernard K. McElroy
---------------------- ----------------------------
Bernard K. McElroy
Member of the Administrative
Committee
<PAGE>
<PAGE>15
EXHIBIT INDEX
=============
Exhibit No. Item Page
----------- ---- ----
24.1 Consent of Deloitte & Touche LLP 16
<PAGE>16
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement
No. 33-31765 of The Pep Boys - Manny, Moe and Jack on Form S-8 of our
report dated April 11, 1996 appearing in the Annual Report on Form 11-K
of The Pep Boys Savings Plan for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
May 17, 1996
