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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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THE PEP BOYS - MANNY, MOE & JACK
(NAME OF ISSUER)
THE PEP BOYS - MANNY, MOE & JACK
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
713278109
(CUSIP NUMBER OF CLASS OF SECURITIES)
MITCHELL G. LEIBOVITZ
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
THE PEP BOYS - MANNY, MOE & JACK
3111 WEST ALLEGHENY AVENUE
PHILADELPHIA, PENNSYLVANIA 19132
(215) 229-9000
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copies To:
DANIEL D. RUBINO, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
(212) 728-8000
DECEMBER 23, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$160,000,000 $32,000
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* Calculated solely for the purpose of determining the filing fee,
based upon the purchase of 10,000,000 shares of Common Stock at
the maximum tender offer price per share of $16.00.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
Amount Previously Paid: $32,000
Form or Registration No. : Schedule 13E-4
Filing Party: The Pep Boys - Manny, Moe & Jack
Date Filed: December 23, 1998
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This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated December 23, 1998 filed by
The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the "Company"),
relating to the offer by the Company to purchase 10,000,000 shares (or such
lesser number of shares as are validly tendered and not properly withdrawn) of
its common stock, par value $1.00 per share ("Common Stock") (shares of Common
Stock, together with associated common stock purchase rights issued pursuant to
the Rights Agreement, dated as of December 5, 1997, between the Company and
First Union National Bank, as Rights Agent, are hereinafter referred to as
"Shares"), 63,825,110 of which Shares were outstanding as of December 22, 1998,
at a price not greater than $16.00 nor less than $13.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 23, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal, which, as
amended or supplemented from time to time, together constitute the "Offer",
copies of which are attached as Exhibit (a)(1) and (a)(2), respectively, to the
Statement. Capitalized terms defined in the Statement and not otherwise defined
herein shall have the meanings specified in the Statement.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is amended by adding the following paragraphs:
Pursuant to the Offer, the Company accepted for payment 11,276,698
Shares at $16.00 per Share, which is the Purchase Price for the Offer. The Offer
was oversubscribed, with 11,942,456 Shares validly tendered and not properly
withdrawn at or below the Purchase Price. The Company exercised its option to
purchase an additional 2%, or 1,276,698, of its outstanding Shares. The final
proration factor for the Offer is 97.3149%, which does not apply to Odd Lots.
Approximately 355,000 Shares conditionally tendered pursuant to Section 6 were
not accepted for payment because the condition was not satisfied. Following the
purchase of Shares tendered, the Company will have approximately 52,549,000
Shares outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Form of Press Release issued by the Company, dated February 1, 1999
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
THE PEP BOYS - MANNY, MOE & JACK
By: /s/ Michael J. Holden
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Michael J. Holden
Executive Vice President and
Chief Financial Officer
Dated: February 2, 1999
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EXHIBIT INDEX
Exhibit No. Description
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(a)(13) Form of Press Release issued by the Company, dated February 1, 1999.
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Exhibit (a)(13)
[PEP BOYS LOGO]
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Press Release New York Stock Exchange "PBY"
For Immediate Release
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February 1, 1999
PEP BOYS ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER
The Pep Boys - Manny, Moe & Jack (NYSE: "PBY") announced today the final results
of its "Dutch Auction" issuer tender offer. Since 11,942,456 shares of common
stock were validly tendered and not properly withdrawn, the offer was
oversubscribed. Therefore, shares tendered will be pro-rated, except for "odd
lots" (or holdings of fewer than 100 shares), which will be purchased in full.
The final pro-ration factor is 97.3149%, as determined by American Stock
Transfer & Trust Company, the Depositary for the tender offer.
The Company exercised its option to purchase an additional 2%, or 1,276,502, of
its outstanding shares. As a result, and in accordance with its January 26, 1999
release of preliminary results, the company accepted for purchase 11,276,502
shares at a price of $16.00 per share.
Pep Boys commenced the tender offer on December 23, 1998, at which time it
announced its intention to purchase up to 10,000,000 shares of its common stock
at a purchase price not greater than $16.00 nor less than $13.50 per share. The
tender offer expired at 12:00 Midnight, New York City time, on January 25, 1999.
Prior to the tender offer, Pep Boys had 63,825,110 shares of common stock
outstanding. Following the purchase of shares tendered, Pep Boys will have
approximately 52,549,000 shares of common stock outstanding.
Payment for shares accepted, and the return of all other shares tendered, will
be made promptly.
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Contact: Nancy R. Kyle, Director of Investor Relations [Pep Boys logo
3111 West Allegheny Avenue, Philadelphia, PA 19132 with caricatures]
Phone: 215-430-9720 Fax: 215-223-5267
E-mail address: [email protected]
Internet: http://www.pepboys.com
