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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 2)
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)
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. 2 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lesser number of shares as are validly tendered and not properly withdrawn) of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:
The Offer expired at 12:00 Midnight, New York City time, on Monday,
Monday, 25, 1999. On January 26, 1999, the Company announced the preliminary
results of the Offer. Based on a preliminary count by the Depositary,
approximately 12,002,000 Shares were tendered and 11,276,502 Shares have been
accepted for purchase at a price of $16.00 per Share. The Company has decided to
exercise its option to purchase an additional 2% of its outstanding Shares. As a
result, the Company increased the number of Shares to be purchased by 1,276,502.
The pro-ration factor is estimated to be approximately 94%, including Shares
tendered pursuant to guaranteed delivery.
The determination of the specific Shares to be purchased and the
Purchase Price are subject to final confirmation and the proper delivery of all
Shares tendered and not withdrawn, including Shares tendered pursuant to the
guaranteed delivery procedure.
The information set forth in the press release dated January 26, 1999,
included herewith as Exhibit (a)(12), is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Form of Press Release issued by the Company, dated January 26, 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: January 26, 1999
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EXHIBIT INDEX
Exhibit No. Description
(a)(12) Form of Press Release issued by the Company,
dated January 26, 1999.
[PEP BOYS LOGO]
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Press Release New York
Stock Exchange "PBY"
For Immediate Release
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January 26, 1999
PEP BOYS ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER
The Pep Boys - Manny, Moe & Jack (NYSE: "PBY") announced today the preliminary
results of its "Dutch Auction" issuer tender offer, which expired at 12:00
Midnight, New York City time, on January 25, 1999. Based on a preliminary count
by American Stock Transfer & Trust Company, the depositary for the tender offer,
approximately 12,002,000 shares of common stock were tendered and 11,276,502
shares have been accepted for purchase at a price of $16.00 per share.
The Company has decided to exercise its option to purchase an additional 2% of
its outstanding shares. As a result, the Company increased the number of shares
to be purchased by 1,276,502.
Due to the over-subscription, shares tendered will be pro-rated, except for "odd
lots" (or holdings of fewer than 100 shares), which will be purchased in full.
The pro-ration factor is estimated to be approximately 94%, including shares
tendered pursuant to guaranteed delivery.
The determination of the specific shares to be purchased and the purchase price
are subject to final confirmation and the proper delivery of all shares tendered
and not withdrawn, including shares tendered pursuant to the guaranteed delivery
procedure.
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.
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 validly tendered and accepted will be made promptly, subject
to proper delivery of shares according to the terms of the offer.
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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
