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, 1997
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 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, 1997 4
Statement of Net Assets Available for Benefits
As of December 31, 1996 5
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1997
and 1996 6
Notes to Financial Statements 7 - 12
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 13
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1997 14
<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, 1997 and
1996, 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, 1997 and 1996, 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
assets held for investment purposes as of December 31, 1997, and
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 in the statements of the net assets available for benefits
and the statements of changes in net assets available for benefits is presented
for the purpose of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of the
individual funds. Such 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 29, 1998
<PAGE>
<PAGE>4
<TABLE>
THE PEP BOYS SAVINGS PLAN
- ----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
- ----------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
----------------
<CAPTION>
STABLE INDEX THE PEP BOYS
VALUE EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ----------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
INVESTMENTS:
Stable Value Fund $23,838,014 $23,838,014
Index Equity Fund - Vanguard Index Trust $12,767,417 12,767,417
The Pep Boys Stock Fund - at market (Cost
$30,698,376 consisting of 1,038,416 shares) $24,792,194 24,792,194
Balanced Fund - SSGA Series $2,989,057 2,989,057
Loans to participants $4,983,354 4,983,354
----------- ----------- ----------- ---------- ---------- -----------
Total investments 23,838,014 12,767,417 24,792,194 2,989,057 4,983,354 69,370,036
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Stable Value Fund 22,324 22,324
Index Equity Fund 82,088 82,088
Balanced Fund 848 848
EMPLOYER RECEIVABLE:
39,796 shares of The Pep Boys - Manny,
Moe & Jack common stock, cost $931,665 954,418 954,418
Transfers 132,482 62,660 43,758 238,900
----------- ----------- ----------- ---------- ---------- -----------
TOTAL $23,860,338 $12,981,987 $25,809,272 $3,033,663 $4,983,354 $70,668,614
=========== =========== =========== ========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------
LIABILITIES:
Employer loan $ 883,843 $ 883,843
Transfers 238,900 238,900
Other 10,256 $ 15,848 $ 22,574 $ 2,207 50,885
----------- ----------- ----------- ---------- -----------
Total liabilities 1,132,999 15,848 22,574 2,207 1,173,628
NET ASSETS AVAILABLE FOR BENEFITS 22,727,339 12,966,139 25,786,698 3,031,456 $4,983,354 69,494,986
----------- ----------- ----------- ---------- ---------- -----------
TOTAL $23,860,338 $12,981,987 $25,809,272 $3,033,663 $4,983,354 $70,668,614
=========== =========== =========== ========== ========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>5
<TABLE>
THE PEP BOYS SAVINGS PLAN
- ----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
- ----------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
----------------
<CAPTION>
STABLE INDEX THE PEP BOYS
VALUE EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ---------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
INVESTMENTS:
Stable Value Fund $20,976,648 $20,976,648
Index Equity Fund - Vanguard Index Trust $8,204,526 8,204,526
The Pep Boys Stock Fund - at market (Cost
$22,749,083 consisting of 851,277 shares) $26,123,551 26,123,551
Balanced Fund - SSGA Series $1,643,679 1,643,679
Loans to participants $4,473,214 4,473,214
----------- ---------- ----------- ---------- ---------- -----------
Total investments 20,976,648 8,204,526 26,123,551 1,643,679 4,473,214 61,421,618
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Stable Value Fund 43,875 43,875
Index Equity Fund 790 790
Balanced Fund 727 727
EMPLOYER RECEIVABLE:
9,795 shares of The Pep Boys - Manny,
Moe & Jack common stock, cost $313,236 300,590 300,590
Transfers 40,925 57,247 98,172
----------- ---------- ----------- ---------- ---------- -----------
TOTAL $21,020,523 $8,205,316 $26,465,066 $1,701,653 $4,473,214 $61,865,772
=========== ========== =========== ========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------
LIABILITIES:
Employer loan $ 912,106 $ 912,106
Transfers 34,497 $ 72,457 106,954
----------- ---------- -----------
Total liabilities 946,603 72,457 1,019,060
NET ASSETS AVAILABLE FOR BENEFITS 20,073,920 8,132,859 $26,465,066 $1,701,653 $4,473,214 60,846,712
----------- ---------- ----------- ---------- ---------- -----------
TOTAL $21,020,523 $8,205,316 $26,465,066 $1,701,653 $4,473,214 $61,865,772
=========== ========== =========== ========== ========== ===========
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, 1997 AND 1996
- ----------------------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
<CAPTION> ----------------
STABLE INDEX THE PEP BOYS
VALUE EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ----------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
Dividend and interest income 1,240,582 168,831 144,285 85,888 1,639,586
Interest on loans 152,111 39,039 101,752 9,202 302,104
----------- ----------- ----------- ---------- ---------- -----------
NET INVESTMENT INCOME 1,392,693 207,870 246,037 95,090 1,941,690
NET APPRECIATION
IN FAIR VALUE OF INVESTMENTS 1,367,220 3,354,262 97,215 4,818,697
CONTRIBUTIONS:
Participants 3,722,801 2,034,531 3,140,047 792,125 9,689,504
The Pep Boys - Manny, Moe & Jack 35,368 3,561,312 3,596,680
DISTRIBUTIONS (2,022,032) (750,035) (2,561,848) (166,550) (522,524) (6,022,989)
LOANS:
New loans (1,636,374) (435,796) (1,051,997) (101,411) 3,225,578
Principal repayments 762,084 195,273 542,516 55,667 (1,555,540)
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1996 $20,073,920 $ 8,132,859 $26,465,066 $1,701,653 $4,473,214 $60,846,712
Dividend and interest income 1,378,337 257,829 204,491 130,883 1,971,540
Interest on loans 176,881 59,319 130,170 15,800 382,170
----------- ----------- ----------- ---------- -----------
NET INVESTMENT INCOME 1,555,218 317,148 334,661 146,683 2,353,710
NET APPRECIATION/(DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 2,693,653 (5,878,569) 278,792 (2,906,124)
CONTRIBUTIONS:
Participants 3,586,703 3,306,746 3,644,819 1,306,225 11,844,493
The Pep Boys - Manny, Moe & Jack 23,532 4,307,844 4,331,376
DISTRIBUTIONS (2,079,838) (1,138,100) (2,724,027) (285,770) (747,446) (6,975,181)
LOANS:
New loans (1,285,684) (633,798) (991,921) (195,230) 3,106,633
Principal repayments 853,488 287,631 628,825 79,103 (1,849,047)
----------- ----------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 $22,727,339 $12,966,139 $25,786,698 $3,031,456 $4,983,354 $69,494,986
=========== =========== =========== ========== ========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>7
THE PEP BOYS SAVINGS PLAN
- -------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results may differ from
those estimates and assumptions.
Investments
-----------
Investments in The Pep Boys - Manny, Moe & Jack common stock, Vanguard
Index Trust and Balanced Fund are stated at fair value based on quoted
market prices as reported on the last business day of the calender year.
Investments in Group Annuity Contracts are stated at cost plus accrued
interest. (See Note 3.)
2. DESCRIPTION OF THE PLAN
-----------------------
The following description of the Pep Boys Savings Plan (the "Plan"),
provides general information only. The participant should refer to the
Plan document for a more complete description of the Plan provisions.
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 requirements 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 participants and the Company.
Participant's 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.
<PAGE>
<PAGE>8
Participant contributions to the Plan, up to $9,500 during 1997 and 1996,
are not subject to income tax until their withdrawal from the
Plan. This limit will increase to $10,000 for 1998. Additionally,
participants 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.
Effective January 1, 1993, Company contributions are deposited in The Pep
Boys Stock Fund. Participants age 55 or over have the option to make an
irrevocable election to have 100% of the Company's contribution deposited
into the Stable Value 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
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.
Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
In the event of termination of the Plan, the interest of the
participants 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 Committee believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
<PAGE>
<PAGE>9
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, 1997, the members of the Plan Committee
and their positions with the Company were:
Michael J. Holden Executive Vice President and Chief
Financial Officer
Roger A. Rendin Vice President - Human Resources
Bernard K. McElroy Assistant Vice President - Finance &
Assistant Secretary
At December 31, 1997, the Plan trustees and their positions with the
Company were:
Mitchell G. Leibovitz Chairman of the Board, Chief Executive
Officer & President
Michael J. Holden Executive Vice President and Chief
Financial Officer
Under the provisions of ERISA, all of the above individuals are
"parties-in-interest."
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%.
Stable Value Fund (Formerly: Fixed Income Fund)
-----------------------------------------------
From Plan inception, the Stable Value Fund has invested in several
fully benefit-responsive Group Annuity Contracts issued by insurance
companies with fair values approximating contract values at
December 31, 1997 and 1996. 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. Current contributions to the Stable Value Fund are
invested with Invesco Trust Company ("ITC"). The ITC - Stable Value
Fund invests primarily in fully benefit-responsive general insurance
contracts, insurance company separate account products, and
synthetic products. The Fund seeks to provide a positive consistent
return over time while preserving principal, however, the Fund does
not guarantee interest or a return of principal. Effective July 1,
1992, participants' contributions to this fund are invested in a
blended fund comprised of various Group Annuity Contracts and the
ITC - Stable Value Fund. Individual participants receive a blended
rate of interest based upon the overall rate of return. The average
yield on the Stable Value Fund for the year ended December 31, 1997
and 1996 was 6.2% and 6.0% respectively. The average yield on the
Stable Value Fund at December 31, 1997 and 1996 was 6.2% and 6.5%,
respectively.
<PAGE>
<PAGE>10
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 $883,843 and
$912,106 invested with Executive Life on December 31, 1997 and
December 31, 1996, respectively. (See Note 4).
Balanced Fund
-------------
The Balanced Fund is managed by SSGA Funds in Boston, Massachusetts,
and invests 50% in stocks and 50% in bonds. SSGA 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 SSGA
Intermediate 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 Pep Boys -
Manny, Moe & Jack.
<PAGE>
<PAGE>11
<TABLE>
Investments that represent 5% or more of the net assets
available for benefits at December 31, 1997 and 1996 are as
follows:
<CAPTION>
1997 1996
---------- -----------
<S> <C> <C>
STABLE VALUE FUND:
Group Annuity Contracts:
Principal Mutual Life Insurance
Company #4-8601 $ 3,100,357 $ 2,929,840
Provident Life and Accident
Insurance Company #627-05414 4,621,548
Metropolitan Life Insurance
Company #GAC-13211 2,984,143
New York Life Insurance Company
#GA30139 3,668,813 3,393,910
Invesco Funds Group, Inc.
#8008896-0-87 11,710,965 1,903,792
Providian Capital Management
#BDA00572FR 2,196,463 2,079,000
Executive Life Insurance Company
#CG01321A3A 883,843 912,106
John Hancock Mutual Life Insurance
Company #GAC7299 2,277,573 2,152,309
---------- ----------
Total Stable Value Fund $23,838,014 $20,976,648
=========== ===========
INDEX EQUITY FUND - Vanguard Index Trust $12,767,417 $ 8,204,526
=========== ===========
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock $24,792,194 $26,123,551
=========== ===========
LOANS $ 4,983,354 $ 4,473,214
=========== ===========
</TABLE>
<PAGE>
<PAGE>12
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), of which
$883,843 remains outstanding at December 31, 1997. 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>13
<TABLE>
THE PEP BOYS SAVINGS PLAN
- -------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
CURRENT
IDENTITY DESCRIPTION COST VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Principal Mutual Life Insurance Company 5.82% 06/30/98 $ 3,100,357 $ 3,100,357
New York Life Insurance Company 8.10% 12/31/99 3,668,813 3,668,813
Invesco Funds Group, Inc. N/A N/A 11,710,965 11,710,965
Providian Capital Management 5.65% 06/30/99 2,196,463 2,196,463
Executive Life Insurance Company 5.34% 09/03/98 883,843 883,843
John Hancock Mutual Life Insurance Company 5.82% 12/31/98 2,277,573 2,277,573
Vanguard Index Trust N/A N/A 10,074,340 12,767,417
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock * N/A N/A 30,698,376 24,792,194
BALANCED FUND - SSGA
S&P 500 Index Fund and Intermediate Bond Fund N/A N/A 2,709,808 2,989,057
LOANS TO PARTICIPANTS 7.00%-10.00% 1998-2002 4,983,354 4,983,354
----------- -----------
$72,303,892 $69,370,036
=========== ===========
* Indicates party-in-interest to the Plan
</TABLE>
<PAGE>
<PAGE>14
<TABLE>
THE PEP BOYS SAVINGS PLAN
- -------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- ----------------------------------------------
Aggregate of transactions involving the same security exceeding 5% of net
assets at January 1, 1997
<CAPTION>
Current
Cost Value on Net
Number of Purchase of Transaction Gain
Identity of Party Transactions Description Price Asset Date (Loss)
- ------------------------------- ------------ --------------------- ----------- ---------- ------------ -------
Purchases:
- ----------
<S> <C> <C> <C> <C> <C> <C>
The Pep Boys - Manny, Moe & Jack 2 Common Stock $ 4,898,354
Invesco Retirement Trust Funds 31 IRT Stable Value Fund $12,683,205
The Vanguard Group 33 Index 500 Trust $ 3,278,781
Sales:
- ------
Provident Life and Accident
Insurance Company 1 #627-05414 $4,933,965 $4,933,965 $0
Metropolitan Life Insurance 1 #GAC-13211 $3,087,666 $3,087,666 $0
Invesco Retirement Trust Funds 36 IRT Stable Value Fund $3,161,228 $3,161,228 $0
Individual transactions in 1997 involving the same security exceeding 5% of
net assets at January 1, 1997:
</TABLE>
<TABLE>
<CAPTION>
Current
Cost Value on Net
Purchase of Transaction Gain
Identity of Party Description Price Asset Date (Loss)
- ------------------------------- --------------------- ----------- ---------- ----------- -------
Purchases:
- ----------
<S> <C> <C> <C> <C> <C>
Invesco Retirement Trust Funds IRT Stable Value Fund $ 3,087,666
Invesco Retirement Trust Funds IRT Stable Value Fund $ 4,933,965
Sales:
- ------
Provident Life and Accident
Insurance Company #627-05414 $4,933,965 $4,933,965 $0
Metropolitan Life Insurance #GAC-13211 $3,087,666 $3,087,666 $0
</TABLE>
<PAGE>
<PAGE>15
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: June 23, 1998 BY: /s/Bernard K. McElroy
------------- -----------------------------
Bernard K. McElroy
Member of the Administrative
Committee
<PAGE>
<PAGE>16
EXHIBIT INDEX
=============
Exhibit No. Item Page
----------- ---- ----
24.1 Consent of Deloitte & Touche LLP 17
<PAGE>17
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement
No. 33-31765 and No. 333-51585 of The Pep Boys - Manny, Moe and Jack on Form S-8
of our report dated April 29, 1998 appearing in the Annual Report on Form 11-K
of The Pep Boys Savings Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 23, 1998
