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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
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
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3111 West Allegheny Avenue
Philadelphia, PA 19132
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(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
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Rights to Purchase New York Stock Exchange
Common Stock
If this Form relates to the registration of a class of securities pursuant to
Section 12 (b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12 (g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
(if applicable)
---------------
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The Board of Directors of The Pep Boys - Manny, Moe & Jack (the "Company")
has declared a dividend distribution of one Right for each outstanding share of
common stock, par value $1.00 per share (the "Common Shares"), of the Company.
The distribution is payable on December 31, 1997 to shareholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one Common Share at a price of $125 per share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement"), dated as of December 5, 1997,
between the Company and First Union National Bank, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the Common Shares
(an "Acquiring Person") or (ii) ten days following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in any person's becoming an Acquiring Person
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of December 31, 1997, by such Common Share certificate. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after December 31, 1997 upon transfer or new issuance of the
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 31, 2007, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Common
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Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or convertible securities at less than
the current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
cash dividends at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or dividends payable in Common Shares)
or of subscription rights or warrants (other than those referred to above).
In the event that the Company were acquired in a merger or other business
combination transaction, except upon certain conditions, including the approval
of the Company's Independent Directors(as defined below), or more than 50% of
its assets or earning power were sold, proper provision shall be made so that
each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the exercise price of the
Right. In the event that the Company were the surviving corporation in a merger
with an Acquiring Person and its Common Shares were not changed or exchanged, or
in the event that an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement, or in the event that, unless
approved by the Company's Independent Directors, any person becomes the
beneficial owner of 15% or more of the Common Shares, proper provision shall be
made so that each holder of a Right, other than Rights that were beneficially
owned by the Acquiring Person on the earlier of the Distribution Date or the
date an Acquiring Person becomes an Acquiring Person (which Rights will
thereafter be void), shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
Common Shares having a market value of two times the exercise price of the
Right.
"Independent Director" means a director who is not an Acquiring Person or a
representative or nominee of an Acquiring Person and either was a member of the
Board prior to adoption of the Rights Agreement or subsequently became a member
of the Board and whose initial election or initial nomination for election by
the Company's shareholders subsequent to such date was approved by a vote of a
majority of the Board, and by a majority of the Independent Directors then on
the Board or, if at such time there shall be only one Independent Director, by
such sole remaining Independent Director.
Rights are redeemable at $.01 per Right by resolution of the Board,
provided that such resolution is approved by a majority of Independent Directors
at any time prior to the tenth day following the date a person becomes an
Acquiring Person.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) or for common stock of
the acquiring company as set forth above.
Prior to the Distribution Date, the Company and the Rights Agent may, if
the Company so directs, supplement or amend any provision of the Rights
Agreement without the approval of any holders of certificates representing the
Rights. From and after the Distribution Date, the Company and the Rights Agent
may, if the Company so directs, supplement or amend the Right Agreement without
the approval of any holders of Rights Certificates in order to make changes
which do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person).
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit A thereto the Form of Rights
Certificate, is incorporated herein by reference in Exhibit 1. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
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Item 2. Exhibits.
1. Rights Agreement, dated as of December 5, 1997, between The Pep Boys
Manny, Moe & Jack and First Union National Bank, as Rights Agent ,
including Form of Right Certificate (incorporated by reference as
Exhibit 1 to the Registration Statement on Form 8-A, File No.
001-03381, filed on December 8, 1997).
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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.
THE PEP BOYS - MANNY, MOE & JACK
By:/s/ Bernard K. McElroy
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Name: Bernard K. McElroy
Title: Assistant Secretary
Date: December 19, 1997
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