<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
-
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
- - COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
-
[ ] Definitive Additional Materials
-
[ ] Soliciting Material Pursuant to (S)240.14-11(c) or (S)240.14a-12
-
THE PEP BOYS - MANNY, MOE & JACK
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE PEP BOYS - MANNY, MOE & JACK
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14-6(i)(2) or
- Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
- 6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
-
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
-
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
- 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
THE PEP BOYS -- MANNY, MOE & JACK
3111 WEST ALLEGHENY AVENUE
PHILADELPHIA, PENNSYLVANIA 19132
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------
TO BE HELD ON WEDNESDAY, MAY 29, 1996 AT 10:00 A.M.
AT
THE SHERATON VALLEY FORGE HOTEL
N. GULPH ROAD AND FIRST AVENUE
KING OF PRUSSIA, PA 19406
----------------
To the Shareholders of The Pep Boys -- Manny, Moe & Jack:
1.To elect three Class III Directors to hold office as specified in the
proxy statement.
2.To approve the appointment of independent auditors.
3.To transact such other business as may properly come before the meeting.
The close of business on Friday, April 5, 1996 has been fixed as the record
date for the meeting. Only shareholders of record as of that date will be
entitled to notice of and to vote at said meeting and any adjournment or
postponement thereof.
The accompanying form of proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached proxy statement for further
information with respect to the business to be transacted at the meeting.
The Board of Directors urges you to date, sign and return promptly the
accompanying form of proxy to give voting instructions with respect to your
shares of Common Stock. You are cordially invited to attend the meeting in
person. The return of the accompanying form of proxy will not affect your
right to vote in person if you do attend the meeting.
Frederick A. Stampone
Senior Vice President, Chief
Administrative Officer and Secretary
April 19, 1996
<PAGE>
THE PEP BOYS -- MANNY, MOE & JACK
3111 WEST ALLEGHENY AVENUE
PHILADELPHIA, PENNSYLVANIA 19132
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 29, 1996
----------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Pep Boys -- Manny, Moe & Jack (the
"Company") for use at the Company's Annual Meeting of Shareholders (the
"meeting") to be held on Wednesday, May 29, 1996 at 10:00 a.m. at The Sheraton
Valley Forge Hotel, North Gulph Road and First Avenue, King of Prussia, PA
19406, for the purposes set forth in the foregoing Notice. This proxy
statement, the foregoing Notice and the enclosed proxy are being sent to
shareholders on or about April 19, 1996.
The Company does not intend to bring any matters before the meeting except
those indicated in the Notice and does not know of any matter which anyone
else proposes to present for action at the meeting. If any other matters
properly come before the meeting, however, the persons named in the
accompanying form of proxy, or their duly constituted substitutes acting at
the meeting, will be deemed authorized to vote or otherwise to act thereon in
accordance with their judgment on such matters. Discretionary authority to
cumulate votes is also being solicited.
If the enclosed proxy is properly executed and returned prior to voting at
the meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. In the absence of instructions, the shares
will be voted "For" the nominees of the Board of Directors in the election of
directors, subject to the discretion of the proxies to cumulate the votes in
accordance with their judgment, and "For" the proposal to approve the
appointment of independent auditors. Any proxy may be revoked at any time
prior to its exercise by notifying the Secretary of the Company in writing, by
delivering a duly authorized proxy bearing a later date, or by attending the
meeting and voting in person.
According to state law and the Company's By-laws, the presence of a quorum
is required to transact business at the meeting. A quorum is defined as the
presence, either in person or by proxy, of a majority of the votes that all
shareholders are entitled to cast on a particular matter. Proxies marked
"Abstain" will be included in determining a quorum. On routine matters,
brokers who hold customer shares in "street name" but have not timely received
voting instructions from such customers have discretion to vote such shares.
Accordingly, the presence of such votes ("broker non-votes") at the meeting
will be included in determining a quorum.
According to state law and the Company's By-laws, proposals must be approved
by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions and broker non-votes are not considered votes cast and therefore
will have no effect on the outcome of the proposals.
1
<PAGE>
OUTSTANDING SHARES, VOTING RIGHTS
AND SHAREHOLDINGS OF CERTAIN PERSONS
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on Friday, April 5, 1996, the record date for the
meeting, there were 62,176,766 outstanding shares of the Company's Common
Stock ("Common Stock"), the only class of voting securities outstanding. Of
these shares, 2,232,500 were held by the trustee under The Pep Boys -- Manny,
Moe & Jack Flexitrust, a flexible employee benefits trust established on April
29, 1994 to fund a portion of the Company's obligations arising from various
employee compensation and benefit plans. Under the terms of the Flexitrust,
all shares held for participating employees by the trustee will be voted or
not as directed by written instructions from the participating employees, and
shares for which no instructions are received will be voted in the same
proportion as the shares for which instructions are received. The record
holders of Common Stock on the record date will be entitled to one vote per
share on all matters (other than the election of directors) voted upon at the
meeting and will be entitled to vote cumulatively in the election of
directors. Cumulative voting entitles each shareholder to a number of votes
equal to the number of shares owned by the shareholder on the record date
multiplied by the number of directors to be elected, and the shareholder may
cast all of his votes for one nominee for director or allocate the votes among
two or more nominees.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information respecting the equity
securities of the Company beneficially owned at the close of business on April
5, 1996 by each holder of 5% or more of Common Stock, by each director and
nominee for director of the Company, by each executive officer of the Company
and by all executive officers and directors of the Company as a group. In
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended,
shares are deemed to be "beneficially owned" by a person, whether or not he
has any economic interest in the shares, if he has or shares the power to vote
or dispose of the shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP PERCENT OF
BENEFICIAL OWNER OF COMMON STOCK CLASS
---------------- -------------------- ----------
<S> <C> <C>
Dietche & Field Advisers, Inc.
437 Madison Ave., 28th FL.
New York, NY 10022 3,214,600 /(1)/ 5.2%
Mitchell G. Leibovitz 1,712,027 /(2)/
708,415 /(2a)/
---------
2,414,721 /(2b)/ 3.8%
Benjamin Strauss 1,119,412 /(3)/
1,194,310 /(3a)/
---------
2,313,722 3.7%
Lester Rosenfeld 1,089,974 /(4)/
1,151,506 /(4a)/
---------
2,241,480 3.6%
Michael J. Holden 286,450 /(5)/
708,415 /(2a)/
---------
991,670 /(2b)/ 1.6%
Wendel H. Province 211,163 /(6)/ +
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP PERCENT OF
BENEFICIAL OWNER OF COMMON STOCK CLASS
---------------- -------------------- ----------
<S> <C> <C>
Frederick A. Stampone 187,563 /(7)/ +
Mark L. Page 125,611 /(8)/ +
Lennox K. Black 69,115 /(9)/ +
Bernard J. Korman 48,915 /(10)/ +
Pemberton Hutchinson 18,784 /(11)/ +
Myles H. Tanenbaum 16,284 /(12)/ +
J. Richard Leaman, Jr. 16,076 /(13)/ +
David V. Wachs 5,915 /(14)/ +
Malcolmn D. Pryor 2,120 /(15)/ +
Total of all Executive Officers and
Directors as a Group (14 Persons) 7,949,951 /(16)/ 12.4%
</TABLE>
- --------
+ Represents less than 1%.
(1) Based upon information disclosed in Schedule 13-G dated January 12, 1996.
(2) This includes 80,042 shares owned by or for the benefit of Mr. Leibovitz'
children, 2,213 shares owned by Mr. Leibovitz' spouse and 970,000 shares
issuable pursuant to incentive and non-qualified stock options exercisable
within 60 days.
(2a) These shares are owned by trusts for the Company's 401(k) savings plan
and defined benefit pension plan, of which Messrs. Leibovitz and Holden
are co-trustees.
(2b) Totals do not add in order to avoid double counting of beneficial
interest and positions as co-trustee.
(3) This includes 66,384 shares owned by a trust in which Mr. Strauss has a
beneficial interest and 6,875 shares issuable pursuant to non-qualified
stock options exercisable within 60 days.
(3a) These shares are owned by The Strauss Foundation, a non-profit charitable
foundation, of which Mr. Strauss is a co-trustee.
(4) This includes 50,976 shares owned by Mr. Rosenfeld's wife, 45,000 shares
owned by a trust in which Mr. Rosenfeld has a beneficial interest and
8,915 shares issuable pursuant to non-qualified stock options exercisable
within 60 days.
(4a) This includes 569,366 shares owned by the Emanuel Rosenfeld Foundation, a
non-profit charitable foundation of which Mr. Rosenfeld is a co-trustee,
77,500 shares owned by two trusts in which Mr. Rosenfeld and his wife are
co-trustees, 453,712 shares owned by various trusts of which Mr.
Rosenfeld is a co-trustee and 50,928 shares owned by various trusts of
which Mr. Rosenfeld"s wife is a co-trustee.
(5) This includes 227,900 shares issuable pursuant to incentive and non-
qualified stock options exercisable within 60 days.
(6) This includes 209,000 shares issuable pursuant to incentive and non-
qualified stock options exercisable within 60 days.
(7) This includes 180,950 shares issuable pursuant to non-qualified stock
options exercisable within 60 days, and 31 shares owned by Mr. Stampone's
minor son.
(8) This includes 122,300 shares issuable pursuant to incentive and non-
qualified stock options exercisable within 60 days.
(9) This includes 38,915 shares issuable pursuant to non-qualified stock
options exercisable within 60 days and 200 shares owned by Mr. Black's
wife. Mr. Black disclaims beneficial ownership in such stock.
(10) This includes 8,915 shares issuable pursuant to non-qualified stock
options exercisable within 60 days.
(11) This includes 16,284 shares issuable pursuant to non-qualified stock
options exercisable within 60 days.
(12) This includes 7,284 shares issuable pursuant to non-qualified stock
options exercisable within 60 days.
(13) This includes 14,076 shares issuable pursuant to non-qualified stock
options exercisable within 60 days.
(14) This represents shares issuable pursuant to non-qualified stock options
exercisable within 60 days.
(15) This includes 1,720 shares issuable pursuant to non-qualified stock
options exercisable within 60 days and 400 shares owned by Mr. Pryor's
wife.
(16) This includes 1,819,049 shares issuable pursuant to incentive and non-
qualified stock options exercisable within 60 days granted to all
executive officers and directors. Totals do not add in order to avoid
double counting of beneficial interest and positions as co-trustee.
3
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
At the meeting, the shareholders will elect three Class III directors to
hold office, subject to the provisions of the Company's By-laws, until the
Annual Meeting of Shareholders in 1999 and until their respective successors
shall have been duly elected and qualified. The Company's Board of Directors
is presently comprised of ten directors. The Board of Directors is divided
into three classes serving staggered three-year terms, the term of one class
of directors to expire each year. The term of the present Class III directors
expires at the meeting. Unless contrary instructions are given, the persons
named in the enclosed proxy or their substitutes will vote for the election of
the nominees named below, reserving the right to cumulate votes according to
their judgment. The Board of Directors believes that all of the nominees are
willing to serve as directors. However, if any nominee at the time of election
is unable to serve or is otherwise unavailable for election, and as a result
other nominees are designated by the Board of Directors, the persons named in
the enclosed proxy or their substitutes intend to vote for the election of
such designated nominees. The three nominees for director receiving a
plurality of the votes cast will be elected.
The nominees for election as Class III directors to serve until the Annual
Meeting of Shareholders in 1999 and the directors whose terms of office
continue after the meeting, together with certain information about them, are
as follows:
<TABLE>
<CAPTION>
HAS BEEN
A
DIRECTOR TERM PRESENT POSITION
NAME AGE SINCE EXPIRES WITH COMPANY
---- --- -------- ------- ----------------
<S> <C> <C> <C> <C>
Class III Directors
Mitchell G. Leibovitz............ 50 1985 1996 Director, Chairman, CEO
and President
Lester Rosenfeld................. 70 1959 1996 Director
Lennox K. Black.................. 66 1987 1996 Director
Class II Directors
Bernard J. Korman................ 64 1983 1997 Director
Pemberton Hutchinson............. 65 1990 1997 Director
J. Richard Leaman, Jr............ 61 1991 1997 Director
Class I Directors
Benjamin Strauss................. 59 1970 1998 Director
David V. Wachs................... 69 1985 1998 Director
Myles H. Tanenbaum............... 65 1990 1998 Director
Malcolmn D. Pryor................ 49 1994 1998 Director
</TABLE>
OCCUPATIONS AND OTHER DIRECTORSHIPS HELD BY DIRECTORS AND NOMINEES
Mitchell G. Leibovitz has been an executive officer of the Company for more
than the last five years.
Lester Rosenfeld is retired. He was employed as an executive officer of the
Company until December 31, 1981, and served as a part-time consultant to the
Company for 10 years thereafter.
Lennox K. Black is the Chairman of the Board of Teleflex Incorporated, a
diversified technical company active in aerospace, automotive, medical and
industrial markets, the stock of which is traded on the New York Stock
Exchange; until April 1995 he was also the Chief Executive Officer of such
corporation. Mr. Black is also Chairman of the Board and Chief Executive
Officer of Penn Virginia Corporation, and is a director of Quaker Chemical
Corporation and Westmoreland Coal Company.
4
<PAGE>
Bernard J. Korman is Chairman of the Board of NutraMax Products, Inc. and
PCI Services, Inc. Until October 1995, Mr. Korman was President, Chief
Executive Officer and a director of MEDIQ, Incorporated, a healthcare services
company, the stock of which is traded on the American Stock Exchange. Mr.
Korman is also a director of The New America High Income Fund, Inc., Today's
Man, Inc., Omega Healthcare Investors, Inc. and Mental Health Management, Inc.
Pemberton Hutchinson is Chairman of the Board of Westmoreland Coal Company,
a coal mining company, the stock of which is traded on the New York Stock
Exchange. Mr. Hutchinson is also a director of Teleflex Incorporated and
Mellon Bank Corporation. Westmoreland Coal Company, of which Mr. Hutchinson
was an executive officer through June 1993, filed a voluntary petition for
bankruptcy in the Federal Bankruptcy Court, District of Delaware, on November
8, 1994 and emerged from bankruptcy on December 22, 1994.
J. Richard Leaman, Jr. is President of JRL Consulting Company and an
Executive-in-Residence at Widener University. Until May 1995, Mr Leaman was
President, Chief Executive Officer and a director of S.D. Warren Company,
which manufactures and distributes coated and uncoated printing and publishing
papers. He remains on the Board of Directors of S.D. Warren Company. From 1991
until December 1994, Mr. Leaman was Vice Chairman of the Board of Scott Paper
Company. Mr. Leaman is also a director of Church & Dwight Co., Inc. and S.D.
Warren Holdings, Inc.
Benjamin Strauss was an executive officer of the Company for many years
until his retirement on February 1, 1992. He now serves as a part-time
consultant to the Company.
David V. Wachs was Chairman of the Board and Chief Executive Officer of
Charming Shoppes, Inc., a retailer of women's clothing, the stock of which is
traded on the Nasdaq National Market, from which position he retired on May
17, 1995. Mr. Wachs is a director of Developers Diversified Realty
Corporation.
Myles H. Tanenbaum is the President, Chief Executive Officer and a director
of Arbor Property Trust, a New York Stock Exchange listed real estate
investment trust. Mr. Tanenbaum is also a trustee of Universal Health Realty
Income Trust, a New York Stock Exchange listed real estate investment trust.
In addition, he is Chairman of Arbor Enterprises, owner and operator of a
chain of shared office suites.
Malcolmn D. Pryor is Chairman of the Board of Pryor, McClendon, Counts &
Co., Inc., an investment banking firm headquartered in Philadelphia with
offices in numerous cities in the United States. Mr. Pryor is also a director
of PCS Development Corp.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINATED DIRECTORS.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four regularly scheduled meetings during the
last fiscal year.
The Board of Directors has an Audit Committee, a Compensation Committee and
a Nominating Committee.
The directors who are members of the Compensation Committee are Messrs.
Black, Korman and Tanenbaum. The Compensation Committee, which held one
meeting during the last fiscal year, recommends the compensation for all
officers of the Company.
The directors who are members of the Nominating Committee are Messrs.
Hutchinson, Strauss and Wachs. The Nominating Committee, which held one
meeting during the last fiscal
5
<PAGE>
year, makes recommendations to the full Board concerning the qualifications
and selection of candidates for election to the Board. The Committee will
consider nominees recommended by shareholders. Such recommendations should be
sent in writing to the Secretary of the Company, 3111 West Allegheny Avenue,
Philadelphia, PA 19132, stating in detail the qualifications of such persons
for nomination.
The directors who are members of the Audit Committee are Messrs. Leaman,
Rosenfeld and Pryor. The Audit Committee, which held two meetings during the
last fiscal year, reviews the audited financial statements of the Company and
makes recommendations to the full Board on matters concerning the Company's
audits.
In the last fiscal year, each director attended at least 75% of the
aggregate number of meetings held by the Board of Directors and meetings held
by the committee on which such director served.
In accordance with the Company's By-laws, a shareholder may be entitled to
nominate one or more persons for election as a director at a meeting of the
shareholders if the shareholder gives timely notice of such intention in
writing to the President of the Company. To be timely, the shareholder's
notice must be delivered personally to, or mailed and received by the Company,
at the principal executive offices of the Company addressed to the attention
of the President, not less than 50 days nor more than 75 days prior to the
annual meeting; provided, however, that in the event that less than 65 days'
notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholder to be timely must be received not
later than the close of business on the 10th day following the day on which
such public disclosure was made. In addition, the shareholder's notice must
set forth the names and addresses of the shareholder making the nomination and
of the proposed nominees, a representation that said shareholder intends to
appear in person or by proxy at the meeting to nominate the proposed nominees,
the proposed nominees' principal occupation(s) for the past 5 years and a
written consent of each proposed nominee to serve as a director of the Company
if so elected. The presiding officer of the meeting may declare invalid any
nomination not made in compliance with the foregoing procedure.
COMPENSATION OF DIRECTORS
At the beginning of fiscal year 1995, non-management directors each were
entitled to receive directors' fees at the rate of $15,000 per annum, plus
$2,500 per annum for each committee of the Board on which such director
served. At the March 31, 1995 meeting of the Board of Directors, the Board
voted to increase the annual directors' fees for each non-management director
to $20,000 per annum. This resulted in a total fee, exclusive of committee
fees, of $18,750 for each non-management director for fiscal year 1995. Under
a deferred compensation plan, directors' fees may be deferred in whole or in
part at the election of the director. Compensation so deferred may be deemed
to be invested in shares of Common Stock determined by reference to the market
price on the date the same is deemed invested, if so designated by the
director. Amounts deemed invested in shares are credited with dividends; other
amounts accrue interest at the prime rate charged by the Company's principal
lender.
Under the 1990 Stock Incentive Plan, upon becoming a non-management
director, each director is granted an option to purchase, at fair market value
on the date of the grant, a number of shares of Common Stock which is equal to
$150,000 divided by the fair market value of the shares on the date of grant.
Thereafter, on the fifth anniversary of the most recent grant of an option to
that non-management director, the director will be granted an option to
purchase, at fair market value on the date of the grant, that number of shares
which is equal to $100,000 divided by the fair market value of the shares on
the date of the grant. Options granted to non-
6
<PAGE>
management directors are exercisable in cumulative installments, one-fifth of
which are immediately exercisable and one-fifth of which become exercisable on
each of the next four anniversary dates.
Benjamin Strauss, an executive officer of the Company for many years,
entered into a consulting and retirement agreement as of February 2, 1992
pursuant to which Mr. Strauss received $122,500 in fiscal year 1995 and will
receive that amount in fiscal year 1996, plus certain additional benefits
payable for a ten year period. Amounts payable to Mr. Strauss are in addition
to the fees and options to which Mr. Strauss is entitled as a non-management
director of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of the
Common Stock to file initial reports of ownership and reports of changes in
ownership of the Common Stock. To the Company's knowledge, based solely upon a
review of copies of such reports furnished to the Company, during fiscal year
1995, all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than ten percent shareholders were complied
with, except that one report required to be filed by Mr. Pryor in connection
with the acquisition of shares of Common Stock was not timely filed.
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer and each of the Company's other executive officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
AWARDS
------------
SECURITIES ALL OTHER
NAME AND FISCAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)(a)
------------------ ------ ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Mitchell G. Leibovitz............. 1995 704,366 -- 500,000 123,912(b)
Chief Executive 1994 650,231 197,100 -- 8,226
Officer & President 1993 620,193 93,750 -- 8,299
Wendel H. Province................ 1995 402,404 -- 25,000 5,284
Executive Vice President & 1994 292,721 93,750 85,000 16,079
Chief Operating Officer 1993 264,616 40,125 15,000 15,397
Michael J. Holden................. 1995 301,221 -- 50,000 6,094
Executive Vice President & 1994 275,644 69,625 -- 6,139
Chief Financial Officer 1993 262,597 39,750 -- 5,976
Frederick A. Stampone............. 1995 214,038 -- -- 4,916
Senior Vice President & 1994 207,885 47,250 -- 5,120
Chief Administrative Officer 1993 198,078 30,000 -- 5,125
Mark L. Page...................... 1995 198,558 -- 25,000 21,386(c)
Senior Vice President-- 1994 169,713 43,750 20,000 13,484
Store Operations 1993 147,346 22,500 50,000 12,738
</TABLE>
7
<PAGE>
- --------
(a) All Other Compensation for fiscal year 1995 includes the following: (1)
$4,380 contributed by the Company to each executive officer's account in
the Company's 401(k) Savings Plan; and (2) the cost of group term life
insurance premiums in excess of $50,000 of coverage provided by the
Company on behalf of each executive officer, as follows: Mr. Leibovitz --
$3,306; Mr. Province -- $904; Mr. Holden -- $1,714; Mr. Stampone -- $536;
and Mr. Page -- $940.
(b) Included in this amount is $116,226 in net premiums for a split-dollar
life insurance policy on behalf of Mr. Leibovitz, which will be repaid to
the Company upon surrender of the policy during Mr. Leibovitz's lifetime
or upon his death.
(c) Included in this amount in fiscal year 1995 is $16,066 representing
forgiveness of 40% of the total amount of advances made by the Company to
Mr. Page in connection with his relocation from Dallas to Los Angeles.
CHANGE IN CONTROL AGREEMENTS
During fiscal years 1988, 1989, 1993 and 1995, the Company entered into
agreements with Messrs. Leibovitz, Holden, Stampone, Province and Page,
executive officers of the Company, which generally become effective upon a
"change in control" of the Company. The agreements will become effective for a
term of three years in the case of Mr. Leibovitz and two years with respect to
each of the other executives. During the term of the agreement, each of the
executives would be entitled to compensation at a rate not less than his
compensation immediately prior to the agreement becoming effective, to
benefits comparable to those available prior to the change in control and to a
position with authority, status and responsibilities comparable in all
material respects to those held previously. If the executive's position is
changed after the agreement becomes effective, he has the right to terminate
the agreement and receive a lump sum payment equal to the salary to which he
is entitled for the remaining term of the agreement, and he and his family are
to receive the benefits to which he is entitled for the remaining term of the
agreement or a payment equal to the value of those benefits. A trust agreement
has been established to better assure executive officers of payment under
these agreements if a change of control of the Company should occur.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1994, the Company made advances to Mr. Province,
Executive Vice President & Chief Operating Officer, totaling $540,587. On May
25, 1994, Mr. Province delivered an unsecured promissory note for the amount
of the indebtedness, providing for interest at the prime rate, which interest
will be capitalized at the end of each fiscal year of the Company and added to
the principal balance outstanding and shall thereafter be deemed principal and
shall bear interest. The balance outstanding on this note on February 3, 1996,
including capitalized interest through that date, was $620,068. The note
provides for repayment by December 31, 1999.
During fiscal years 1991 and 1992, the Company made advances to Mr. Page,
Senior Vice President -- Store Operations, for use in connection with his
relocation from Dallas to Los Angeles, aggregating $40,175. In February, 1991,
Mr. Page delivered an unsecured promissory note for the amount of the
indebtedness, providing for principal repayment on February 3, 1996, a
proportionate amount of forgiveness on each anniversary of the note, and
imputed interest at the statutory rate during the term of the note. At the
beginning of fiscal year 1995 the outstanding balance of such indebtedness was
$16,066. During fiscal year 1995 the outstanding balance of $16,066 was
forgiven by the Company in installments of $8,033 on April 28, 1995 and $8,033
on February 3, 1996. During fiscal year 1993, the Company made advances to Mr.
Page for use in connection with his relocation from Los Angeles to
Philadelphia, aggregating $65,000. Mr. Page delivered a promissory note to the
Company for the amount of the indebtedness, providing for principal repayment,
if not paid earlier, on May 31, 1998, and for interest payments during the
term of the note at the rate of 5.2% per annum. The note was secured by a
second mortgage on Mr. Page's principal residence. The loan was repaid in full
in April, 1996.
During fiscal year 1995 the Company purchased four adjacent tracts of land
in Norristown, Pennsylvania for the aggregate sum of $505,000. Four of the
adult children of Mr. Wachs, a
8
<PAGE>
director of the Company, owned in the aggregate approximately 35% of the stock
and partnership interests in the sellers. At the regularly scheduled meeting
of the Board of Directors on September 7, 1995, the Board of Directors, with
Mr. Wachs recusing himself, approved such transaction. The purchase price paid
by the Company was negotiated with the sellers in the ordinary course of
business by the Company's real estate department based upon comparisons to the
sales prices of similarly situated properties in the vicinity of the property.
STOCK OPTION GRANTS
The following table sets forth information concerning the grant of stock
options under the Company's 1990 Stock Incentive Plan to the Company's Chief
Executive Officer and each of the Company's other executive officers during
fiscal year 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------
NAME GRANTED (#)(A) FISCAL YEAR(B) ($/SH) DATE 5% ($) 10% ($)
---- -------------- -------------- ----------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mitchell G. Leibovitz... 500,000 48.1% $31.125 3/30/05 9,787,173 24,802,617
Wendel H. Province...... 25,000 2.4% $31.125 3/30/05 489,359 1,240,131
Michael J. Holden....... 50,000 4.8% $31.125 3/30/05 978,717 2,480,262
Mark L. Page............ 25,000 2.4% $31.125 3/30/05 489,359 1,240,131
</TABLE>
- --------
(a) The options to Messrs. Leibovitz, Province, Holden and Page were granted
at a price equal to fair market value on the date of grant and provide
that 20% is exercisable immediately and an additional 20% is exercisable
on each of the following four anniversaries of the date of grant.
(b) In fiscal year 1995, options to purchase 1,040,470 shares of Common Stock
were granted to 1,266 individuals, including store and service department
managers and their supervisors.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during fiscal year 1995 by the Company's Chief Executive Officer and each of
the Company's other executive officers, and the number and value of options
held by such individuals on February 3, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(A)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mitchell G. Leibovitz... 389,240(b) 8,210,531(b) 886,500 430,000 10,107,563 172,500
Wendel H. Province...... 11,000 187,125 188,000 84,000 2,171,750 84,813
Michael J. Holden....... 5,000 86,875 217,400 40,000 2,983,794 --
Frederick A. Stampone.. -- -- 186,200 -- 2,851,584 --
Mark L. Page............ 2,000 35,250 94,300 57,000 846,792 152,312
</TABLE>
- --------
(a) Amounts are based on the fair market value of Common Stock on February 3,
1996, which was $28.625.
(b) Represents the pre-tax appreciation on 389,240 non-qualified stock options
that were granted to Mr. Leibovitz on March 22, 1985 at the fair market
value of $5.9063 per share and were exercised on July 6, 1995 at $27.00
per share. During the same period of time, the aggregate value of all
outstanding Common Stock increased from approximately $278,000,000 to
approximately $1,660,000,000.
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Lennox K. Black, Bernard J. Korman
and Myles H. Tanenbaum. There are no relationships of a nature required to be
disclosed herein.
REPORT OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee (the "Committee") is comprised of three non-
management directors of the Company. The Committee reviews and recommends to
the Board of Directors compensation for the executive officers of the Company
named in the Summary Compensation Table and other officers of the Company.
Individual performance is evaluated based on the specific responsibilities of
the executive and the value of the services provided, the executive's
management skills and experience and the individual's contribution to the
overall performance and profitability of the Company. At the present time,
executive compensation consists of base salary, bonus compensation under the
Company's Executive Incentive Bonus Plan ("Bonus Plan") and stock options
under the Company's 1990 Stock Incentive Plan ("Option Plan"). Base salaries
are reviewed annually to properly reflect the experience, performance and
scope of responsibility of the executives and to be sure that the salaries are
at levels which are appropriate to attract and retain high quality
individuals.
In order to determine the Company's competitive position on each element of
compensation for the Chief Executive Officer and the other executive officers,
the Company retained the services of Towers Perrin, a nationally recognized
executive compensation consulting firm. The consultant's recommendations,
which were issued in March 1995, were based on a comparison of the Company's
compensation levels to a proprietary database comprised of over 500 companies,
many of which are included in the S&P 500 Stock Index. Additionally, the
consultant made comparisons to the publicly available data for the other eight
companies in the S&P Specialty Retail Index, in which the Company is also
included. Based upon the report of Towers Perrin, the Company presented to the
Shareholders an amendment to the Company's Bonus Plan which was approved at
the May 31, 1995 Annual Meeting of Shareholders.
Under the Company's Bonus Plan, eligible participants are grouped into five
classes, with each class having a different range of bonus payments for
achieving specified pre-tax earnings targets, exclusive of extraordinary items
("EBT"), as follows: (i) for the Chief Executive Officer, bonus payments range
from 50% of base salary at the 20% EBT increase level to 100% of base salary
at the 40% EBT increase level; (ii) for Group "A", which for fiscal year 1995
included Mr. Province, bonus payments range from 33.75% of base salary at the
20% EBT increase level to 67.5% of base salary at the 40% EBT increase level;
(iii) for Group "B", which for fiscal year 1995 included Mr. Holden, bonus
payments range from 30% of base salary at the 20% EBT increase level to 56.25%
of base salary at the 40% EBT increase level; (iv) for Group "C", which for
fiscal year 1995 included Messrs. Stampone, Page and another officer, bonus
payments range from 22.5% of base salary at the 20% EBT increase level to 45%
of base salary at the 40% EBT increase level; and (v) for Group "D", which for
fiscal year 1995 included the other eligible participants, bonus payments
range from 18.75% of base salary at the 20% EBT increase level to 37.5% of
base salary at the 40% EBT increase level. If the minimum 20% EBT increase
level is achieved, the Bonus Plan also affords the Chief Executive Officer the
discretion to increase the bonus for each officer, excluding the Chief
Executive Officer, by an additional one-third of the percentage set forth
above based upon individual performance. No bonuses are awarded under the
Bonus Plan unless the EBT for the current fiscal year exceeds EBT for the
prior fiscal year by at least 20%.
The Bonus Plan is administered by the Compensation Committee, which has the
power and authority to take all actions and make all determinations which it
deems necessary or desirable to effectuate, administer or interpret the Bonus
Plan, including the power and authority to extend, amend, modify or terminate
the Bonus Plan at any time and to change award periods and
10
<PAGE>
determine the time or times for payment of bonuses. The Compensation Committee
establishes the bonus targets and performance goals, and establishes any other
measures as may be necessary to meet the objectives of the Bonus Plan.
Compensation through stock options, which directly aligns the interests of
management with those of shareholders, is a very significant part of the
Company's executive compensation. The Company's practice is to make periodic
grants of stock options to its executives. In making grants of stock options,
the Committee considers both the performance of the executive, competitive
data on grant levels provided by the independent consultant and the time since
the most recent grant. The intention is to provide a long-term incentive
opportunity equal to the median of the broad industry and specialty retail
databases. The Company's Stock Incentive Plan provides for the grant of non-
qualified and incentive stock options at exercise prices equal to the fair
market value on the date of grant. Options granted to the Chief Executive
Officer and the other executive officers are generally exercisable for ten
years, absent earlier termination of employment. All outstanding options held
by executive officers provide for deferred vesting over four years. The
provisions of the Stock Incentive Plan provide executive officers of the
Company with a significant interest in long-term growth in the price of the
Company's Common Stock.
On March 31, 1995, the Committee granted options to purchase 500,000,
50,000, 25,000 and 25,000 shares to Messrs. Leibovitz, Holden, Province and
Page, respectively.
A combination of base salary, the Bonus Plan and the Option Plan reflects
the short and long term goals of the Company and aligns executive financial
rewards with those of the Company's shareholders. The Committee's philosophy
is that overall compensation should be significantly related to the Company's
performance in terms of earnings and increases in the Company's value as
reflected by its stock price.
The Committee's current policy is that compensation payable to the Company's
named executive officers should generally meet the conditions required for
full deductibility under Section 162(m) of the Internal Revenue Code. All
compensation earned by executive officers for fiscal year 1995 was fully
deductible. The Bonus Plan and the Option Plan are structured with the
intention that compensation payable pursuant to those plans qualifies as
"performance based" compensation which is not subject to the $1 million
deductibility limit under Section 162(m).
This report is submitted by the Compensation Committee:
Lennox K. Black
Bernard J. Korman
Myles H. Tanenbaum
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
shares over the past five fiscal years with the cumulative total return on
shares of companies in the Standard & Poor's 500 Index and the Standard &
Poor's Retail Specialty Index. The Standard & Poor's Retail Specialty Index is
composed of the following companies (in addition to the Company): Circuit City
Stores, The Home Depot, Lowe's, Melville, Price/Costco, Tandy, Toys R Us and
Woolworth.
Comparison of Five-Year Cumulative Total Return Among
the Company, the S&P 500 Index and the S&P Retail Specialty Index
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Jan. Jan. Jan. Jan. Jan. Jan.
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PEP BOYS $100 $166 $242 $275 $323 $288
S&P 500 INDEX $100 $123 $136 $153 $154 $213
S&P RETAIL
SPECIALTY INDEX $100 $135 $178 $174 $173 $161
</TABLE>
Source: Standard & Poor's Compustat
PENSION AND OTHER BENEFIT PLANS
The Company has a qualified defined benefit pension plan for all employees
hired prior to February 2, 1992. The amount of contribution for each
individual is not readily ascertainable. Benefits under this plan are not
subject to deduction for Social Security or other offset amounts.
The Company also has an executive supplemental pension plan, which is an
unfunded deferred compensation plan for eligible employees who are key
employees designated by the Board of Directors. All current executive officers
of the Company are covered by this plan. The executive supplemental pension
plan provides retirement and death benefits, which are not subject to
deduction for Social Security or other offset amounts. The employees covered
by this plan have a vested interest after five years as a participant in the
plan. Death benefits under the plan are in the annual amount of 50% of the
base salary of the eligible employee on the date of his death and are payable
for 15 years or until his normal retirement date, whichever is later. The plan
also
12
<PAGE>
provides for the lump sum distribution of the present value of the accrued
benefits of an eligible employee following a termination of employment in
connection with a "change in control" of the Company. A "change in control"
shall be deemed to have taken place if: (i) any person, including a "group" as
such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes (other than as a result of a purchase from the Company) the beneficial
owner of shares of the Company having 20% or more of the total number of votes
that may be cast for the election of directors of the Company (excluding
shares of the Company owned by such person prior to the date of the executive
supplemental pension plan), and such beneficial ownership continues for five
consecutive days, or (ii) within a period of two consecutive years, as the
result of, or in connection with, any cash tender or exchange offer (other
than by the Company), merger or other business combination, sale of assets or
contested election or any combination of the foregoing transactions, the
persons who were directors of the Company prior to such event shall cease for
any reason to constitute at least a majority of the Board of Directors of the
Company or any successor. A trust agreement has been established to better
assure executive officers of payment of these benefits if such events occur.
The executive supplemental pension is based upon the highest average
compensation of the executive officer for a five year period, except in the
case of the Company's chief executive officer, in which event it is based on
the highest average compensation for a three year period. For fiscal years
prior to 1995, base salary only is included in such determination; for fiscal
year 1995 and thereafter, both base salary and the executive officer's bonus
under the Bonus Plan is included. The following chart shows, based on the
highest average salary for the appropriate time period, including bonus where
applicable, the approximate annuity under both pension plans, commencing at
the employee's normal retirement date (age 65) and payable for the longer of
ten years or life:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT INCOME ($)
YEARS OF SERVICE
----------------------------------------
25
AVERAGE INCLUDED COMPENSATION 5 10 15 20 AND OVER
- ----------------------------- - -- -- -- --------
<S> <C> <C> <C> <C> <C>
125,000.............................. 12,500 25,000 37,500 50,000 62,500
175,000.............................. 17,500 35,000 52,500 70,000 87,500
225,000.............................. 22,500 45,000 67,500 90,000 112,500
275,000.............................. 27,500 55,000 82,500 110,000 137,500
325,000.............................. 32,500 65,000 97,500 130,000 162,500
375,000.............................. 37,500 75,000 112,500 150,000 187,500
425,000.............................. 42,500 85,000 127,500 170,000 212,500
475,000.............................. 47,500 95,000 142,500 190,000 237,500
525,000.............................. 52,500 105,000 157,500 210,000 262,500
625,000.............................. 62,500 125,000 187,500 250,000 312,500
725,000.............................. 72,500 145,000 217,500 290,000 362,500
825,000.............................. 82,500 165,000 247,500 330,000 412,500
925,000.............................. 92,500 185,000 277,500 370,000 462,500
1,025,000.............................. 102,500 205,000 307,500 410,000 512,500
1,125,000.............................. 112,500 225,000 337,500 450,000 562,500
1,225,000.............................. 122,500 245,000 367,500 490,000 612,500
1,325,000.............................. 132,500 265,000 397,500 530,000 662,500
1,425,000.............................. 142,500 285,000 427,500 570,000 712,500
</TABLE>
Covered compensation under the pension plans for executive officers is equal
to the salaries and, beginning with fiscal year 1995, bonuses of the executive
officers as set forth in the applicable columns of the Summary Compensation
Table. The credited years of service under the pension plans for each of those
individuals, in the order in which they are named on the Summary Compensation
Table, are 17, 6, 16, 13 and 20, respectively.
13
<PAGE>
PROPOSAL TO APPROVE THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board of Directors, upon the
recommendation of the Audit Committee, has selected the firm of Deloitte &
Touche LLP, which served as the Company's independent auditors for the last
fiscal year, to serve as the Company's independent auditors with respect to
the consolidated financial statements of the Company and its subsidiaries for
the current fiscal year. If the shareholders do not approve this selection by
the affirmative vote of a majority of the votes cast at the meeting, other
independent auditors will be considered by the Board upon the recommendation
of the Audit Committee.
A representative of Deloitte & Touche LLP is expected to be present at the
meeting and will have the opportunity to make a statement if he or she desires
to do so. The representative is also expected to be available to respond to
appropriate questions of shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
COST OF SOLICITATION OF PROXIES
The accompanying form of proxy will be voted as specified at the meeting.
The expense of the solicitation of the proxies, including the cost of
preparing and distributing material, the handling and tabulation of proxies
received and charges of brokerage houses and other institutions in forwarding
such documents to beneficial owners, will be paid by the Company. In addition
to the mailing of the proxy material, said solicitation may be made in person
or by telephone or telegraph by directors, officers or regular employees of
the Company or other persons who may be engaged to perform soliciting
activities.
PROPOSALS OF SHAREHOLDERS
All proposals which any shareholder of the Company desires to present at the
next annual meeting and to have included in the next Board of Directors' Proxy
Statement and form of proxy relating to that meeting must be received by
Frederick A. Stampone, Senior Vice President -- Chief Administrative Officer
and Secretary of the Company, at the address of the Company appearing on the
first page of the Proxy Statement, no later than December 20, 1996.
In addition to the foregoing, the Company's By-laws provide that a
shareholder may be entitled to present an item of business at a meeting of the
shareholders if the shareholder gives timely notice of such intention in
writing to the President of the Company. To be timely, the shareholder's
notice must be delivered to, or mailed and received by, the Company, addressed
to the attention of the President, at the principal executive offices of the
Company not fewer than 50 days nor more than 75 days prior to the annual
meeting; provided, however, that in the event that less than 65 days notice or
prior public disclosure (including but not limited to the mailing of the
meeting notice) of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received by the Company not
later than the close of business on the 10th day following the day on which
such public disclosure was made. The shareholder's notice must set forth a
general description of each item of business proposed to be brought before the
meeting, the name and address of the shareholder proposing to bring such item
of business before the meeting and a representation that the shareholder
intends to appear in person or by proxy at the meeting. The presiding officer
of the meeting may refuse to consider any business that shall be brought
before any meeting of shareholders of the Company otherwise than as provided
herein.
14
<PAGE>
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THE
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO
FREDERICK A. STAMPONE, SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER AND
SECRETARY, AT THE ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS
PROXY STATEMENT.
15
<PAGE>
- --------------------------------------------------------------------------------
Pep Boys will discontinue mailing its traditional quarterly shareholder
reports in 1996. Instead, we will send our quarterly earnings releases to
those shareholders who request them. If you would like to receive such
information for fiscal year 1996, please provide the information below, affix
the appropriate postage, and return this card to us by MAY 20, 1996.
PLEASE PRINT CLEARLY
Name ______________________________ Fax Number _______________________________
Address ___________________________ E-Mail Address ___________________________
City ____________________ State _____________________ Zip ____________________
WOULD YOU PREFER THAT THE INFORMATION BE: (PLEASE CIRCLE ONE)
Mailed Faxed E-mailed
We will try to accommodate your preference.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Please
affix
Postage
Investor Relations
The Pep Boys--Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, PA 19132
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE PEP BOYS - MANNY, MOE & JACK
ANNUAL MEETING OF STOCKHOLDERS - TO BE HELD MAY 29, 1996
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) Mitchell G. Leibovitz, Michael J. Holden,
and each of them, attorney, agent and proxy of the undersigned, with full power
of substitution, to vote all shares of common stock of The Pep Boys -- Manny,
Moe & Jack that the undersigned would be entitled to vote if personally present
at the 1996 Annual Meeting of Stockholders of the Company, and at any
postponement or adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR LISTED ON THE REVERSE SIDE, FOR PROPOSAL NUMBER 2, AND ACCORDING TO
THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
(TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
[X] PLEASE MARK YOUR + + +
VOTES AS IN THIS + +
EXAMPLE. ++++
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
FOR all WITHHOLD AUTHORITY
NOMINEES for all nominees
1. Election of [ ] [ ] NOMINEES: Mitchell G. Leibovitz,
Directors. [ ] [ ] Lester Rosenfeld,
Lennox K. Black.
FOR AGAINST ABSTAIN
2. To approve the appointment of Deloitte [ ] [ ] [ ]
& Touche LLP as the Company's [ ] [ ] [ ]
independent auditors.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below)
--------------
Signature(s): _______________ Date: ____ Signature(s):______________ Date: ____
NOTE: PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS ON THE FORM AND MAIL
THE PROXY PROMPTLY. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH, IF SHARES ARE
HELD JOINTLY, BOTH SHOULD SIGN.
- --------------------------------------------------------------------------------
