<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
- -- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
- -- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition from to
----------- -----------
Commission file number 1-3381
------
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ---------------------------------------
(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)430-9000
Notices and communications from the Securities and Exchange
Commission relating to this Report should be forwarded to:
Michael J. Holden Peter Allman
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>2
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ----------------------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
PAGE
----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
As of December 31, 1998 4
Statement of Net Assets Available for Benefits
As of December 31, 1997 5
Statement of Changes in Net Assets Available for
Benefits for Year Ended December 31, 1998
and Nine Months Ended December 31, 1997 6
Notes to Financial Statements 7 - 11
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1998 12
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 13
<PAGE>3
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
The Pep Boys Savings Plan - Puerto Rico
Philadelphia, Pennsylvania
We have audited the accompanying statements of net assets available for
benefits of The Pep Boys Savings Plan - Puerto Rico (the "Plan") as of
December 31, 1998 and 1997, and the related statements of changes in
net assets available for benefits for year ended December 31, 1998 and the nine
months ended December 31,1997. 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 -
Puerto Rico as of December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31,1998 and the nine months
ended December 31, 1997, 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, 1998, 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 statement of net assets available for benefits and
the statement 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 audit 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
June 29, 1999 and July 12, 1999
<PAGE>4
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998
- ----------------------------------------------
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------
INVESTMENT FUNDS
--------------------------------------------------------------
<CAPTION>
STABLE INDEX THE PEP BOYS
VALUE EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND
---------- ---------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
INVESTMENTS:
Stable Value Fund - American Express Trust $73,723
Index Equity Fund - American Express Trust $97,529
The Pep Boys Stock Fund - At Market $312,341
(Cost $411,367 consisting of 19,534 shares
and cash of $5883)
Balanced Fund - Invesco Total Return $40,690
Loan to Participants 22,717
---------- ---------- ------------ ---------- ----------
Total investments 73,723 97,529 312,341 40,690 22,717
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution
Employer Contribution
---------- ---------- ------------ ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $73,723 $97,529 $312,341 $40,690 $22,717
========== ========== ============ ========== ==========
[RESTUBBED TABLE]
<CAPTION>
CASH TOTAL
----------- -----------
<S> <C> <C>
ASSETS
- ------
INVESTMENTS:
Stable Value Fund - American Express Trust $73,723
Index Equity Fund - American Express Trust 97,529
The Pep Boys Stock Fund 312,341
(Cost $411,367 consisting of 19,534 shares
and cash of $5883)
Balanced Fund - Invesco Total Return 40,690
Loan to Participants 22,717
----------- -----------
Total investments 547,000
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution $10,726 10,726
Employer Contribution 4,964 4,964
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $15,690 $562,690
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>5
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ----------------------------------------------
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 - Invesco Trust $41,460 $41,460
Index Equity Fund - Vanguard Index Trust $32,599 32,599
The Pep Boys Stock Fund - at market (Cost
$237,106 consisting of 8,922 shares) $213,019 213,019
Balanced Fund - SSGA Series $28,018 28,018
Loans to participants $4,594 4,594
---------- ---------- ------------ ---------- --------- ----------
Total investments 41,460 32,599 213,019 28,018 4,594 319,690
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Stable Value Fund - Invesco Trust 846 846
Index Equity Fund - Vanguard Index Trust 1,072 1,072
Balanced Fund - SSGA Series 0
The Pep Boys Stock Fund - at market
(Cost $8,263 consisting of 355 Shares) 8,302 8,302
Transfers 12,577 162 506 13,245
---------- ---------- ------------ ---------- --------- ----------
TOTAL $42,306 $46,248 $221,483 $28,524 $4,594 $343,155
========== ========== ============ ========== ========= ==========
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
- -------------------------------------------------
LIABILITIES:
Transfers $ 13,245 $13,245
------------ ----------
Total liabilities 13,245 13,245
NET ASSETS AVAILABLE FOR BENEFITS 42,306 46,248 208,238 28,524 4,594 329,910
---------- ---------- ------------ ---------- --------- ----------
TOTAL $42,306 $46,248 $221,483 $28,524 $4,594 $343,155
========== ========== ============ ========== ========= ==========
See notes to financial statements.
</TABLE>
<PAGE>6
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ---------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1998 and Nine Months Ended December 31, 1997
- ---------------------------------------------------------------------
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------
INVESTMENT FUNDS
<CAPTION> -----------------------------------------------------------
STABLE INDEX THE PEP BOYS
VALUE EQUITY STOCK BALANCED LOAN
FUND FUND FUND FUND FUND
----------- ---------- ------------ -------- -------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
March 31, 1997 $22,355 $10,806 $117,603 $13,271
Dividend and interest income 1,513 545 553 785
Interest on loans 9 2 74 4
----------- ---------- ------------ --------
NET INVESTMENT INCOME 1,522 547 627 789
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 4,498 (24,367) 2,042
CONTRIBUTIONS:
Participants 22,745 33,007 68,299 13,186
Pep Boys - Manny, Moe & Jack of
Puerto Rico, Inc. 54,731
DISTRIBUTIONS (3,859) (2,217) (5,168) (506) (1)
LOANS:
New loans (511) (409) (3,978) (292) 5,190
Principal repayments 54 16 491 34 (595)
----------- ---------- ------------ -------- -------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1997 $42,306 $46,248 $208,238 $28,524 $4,594
Dividend and interest income 2,575 3,380 34,943 3,473
Interest on loans 74 176 445 78
----------- ---------- ------------ --------
NET INVESTMENT INCOME 2,649 3,556 35,388 3,551
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 814 12,520 (114,317) 2,543
CONTRIBUTIONS:
Participants 40,881 48,340 117,166 24,139
Pep Boys - Manny, Moe & Jack of 0 0 98,044 0
Puerto Rico, Inc.
DISTRIBUTIONS (9,827) (9,736) (27,261) (12,024) 664
LOANS:
New loans (4,458) (4,711) (9,274) (6,937) 25,380
Principal repayments 1,358 1,312 4,357 894 (7,921)
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 0 0 0
Employer Contribution
----------- ---------- ------------ -------- -------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998 $73,723 $97,529 $312,341 $40,690 $22,717
=========== ========== ============ ======== =======
[RESTUBBED TABLE]
CASH TOTAL
---------- ----------
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
March 31, 1997 $164,035
Dividend and interest income 3,396
Interest on loans 89
---------- ----------
NET INVESTMENT INCOME 3,485
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS (17,827)
CONTRIBUTIONS:
Participants 137,237
Pep Boys - Manny, Moe & Jack of
Puerto Rico, Inc. 54,731
DISTRIBUTIONS (11,751)
LOANS:
New loans
Principal repayments
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1997 $329,910
Dividend and interest income 44,371
Interest on loans 773
---------- ----------
NET INVESTMENT INCOME 45,144
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS (98,440)
CONTRIBUTIONS:
Participants 230,526
Pep Boys - Manny, Moe & Jack of 98,044
Puerto Rico, Inc.
DISTRIBUTIONS (58,184)
LOANS:
New loans 0
Principal repayments 0
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 10,726 10,726
Employer Contribution 4,964 4,964
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998 15,690 $562,690
========== ==========
See notes to financial statements.
</TABLE>
<PAGE>7
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- -----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1998 And Nine Months Ended December 31, 1997
- -----------------------------------------------------------------
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
-----------
Certain investments in the Stable Value Fund (Group Annuity Contracts) and
all of the loan fund are stated at cost plus accrued interest(see note 3).
Investments in all other funds are stated at fair value based on quoted
market prices as reported on the last business day of the calendar year.
2. DESCRIPTION OF THE PLAN
-----------------------
The following description of The Pep Boys Savings Plan - Puerto Rico
(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 April 1, 1995. No transactions
occurred in the Plan prior to April 1, 1996. The Plan was amended
to provide for a short plan year in 1997 and to change the plan's year end
from March 31 to December 31. The Plan provides a vehicle for
participating employees of Pep Boys - Manny, Moe & Jack of Puerto Rico,
Inc. (the "Company") 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 any time on or after the start of the quarter,
which immediately follows the employee's anniversary date. These quarter
dates are 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 deduction, may be any
whole percentage from 1% to 10% 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>8
Participant contributions to the Plan, up to $8,000 in 1998 and up to
$7,500 in 1997, are not subject to income tax until their withdrawal from
the Plan. 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.
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 transferred to any of
the fund plans available.
Vesting
-------
Participant's contributions are fully vested when made. The Company's
contribution for a particular year becomes vested 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.
Loan Provisions
---------------
Participants may borrow up to 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, unless the loan is used to fund the purchase of a
primary residence. In this case, the loan term is permitted up to 30 years
(effective October 1, 1998). 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 Puerto Rico Department of Treasury has issued a determination letter
(March 24, 1999) indicating that the Plan meets the requirements of
Sections 1165(a) and 1165(e) of the Puerto Rico Internal Revenue Code of
1994, (the "Code"). Accordingly, the Plan's related trust is exempt from
taxation under Section 1165(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>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, 1998, 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, 1998, 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
Oriental Trust Oriental Bank & Trust (Co-Trustee)
Effective November 13, 1997, the trust agreement was modified to
substitute the above trustees solely with Oriental Bank & Trust.
Under the provisions of ERISA, all of the above are "parties-in-interest."
<PAGE>10
3. INVESTMENT PROGRAMS
-------------------
Participant contributions - Beginning October 1, 1998, each participant,
through an interactive voice response system, may direct that his/her
contributions be invested in one or more of the following investment
programs in increments of 1%. Prior to that date, the participant was
limited to selecting a contribution distribution in increments of 10%
only during initial enrollment or a re-enrollment period.
STABLE VALUE FUND
-----------------
During 1997 through September 30, 1998, contributions to the Stable
Value Fund were 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. The average yield on the Stable Value
Fund at December 31, 1998 and December 31, 1997 was 6.15% and 6.32%
respectively.
As of October 1, 1998, the Stable Value Fund transferred the proceeds of
all matured Group Annuity Contracts to the AMEX Trust Stable Value Fund II.
The AMEX Trust Stable Value Fund II is designed to provide the lowest risk
of all seven funds. This fund's goal is to preserve principal and income
while maximizing current income. To meet this goal, the fund invests
primarily in stable value contracts, as well as short-term investments and
the American Express Trust Stable Value Fund I (a stable value pooled
fund). The remaining Group Annuity Contracts will be converted to the
American Express Trust Stable Value Fund II as the contracts come to
maturity.
INDEX EQUITY FUND
-----------------
The Index Equity Fund was invested in the Vanguard Index Trust during
1997 and through September 30, 1998. The Vanguard Index Trust 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.
As of October 1, 1998, investments in the Index Equity Fund were
converted from the Vanguard Index Trust to the AMEX Trust Equity Index II
Fund. The AMEX Trust Equity Index II Fund seeks to achieve a rate of
return as close as possible to the return of the Standard & Poor's 500
Stock Index (S&P 500). To mirror this return, the fund invests primarily
in some or all of the securities that make up the S&P 500. Because the S&P
500 contains many large, well-established companies, representing most
major industries, this type of fund is less volatile than a growth fund
like the IDS Small Company Index Fund or Templeton Foreign Stock Fund.
THE PEP BOYS STOCK FUND
-----------------------
The Pep Boys-Manny Moe & Jack Common Stock Fund is invested primarily in
the Pep Boys-Manny, Moe & Jack Common Stock. This fund gives the
participant the opportunity to acquire an ownership interest in the
Company. The value of the amounts invested in this fund will depend on the
price of the stock at any given time and can go up or down.
Prior to November 17, 1997, the shares in The Pep Boys Stock Fund were
not registered with the U.S. Securities and Exchange Commission.
Accordingly, all participant contributions used to purchase shares in
this fund prior to the effective date of the Form S-8 Registration
Statement had the right to rescind their transaction. Management
states that the right to rescind had no material impact on the
financial statements.
BALANCED FUND
-------------
During 1997 and through September 30, 1998, the Balanced Fund was
managed by SSGA Funds in Boston, Massachusetts, and invested 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.
On October 1, 1998, investments in the Balanced Fund were converted
from the SSGA Funds to the Invesco Total Return Fund. The Invesco Total
Return Fund seeks to provide long-term growth of capital, as well as
current income. To meet this objective, the fund invests in common stocks
of companies generally listed on major exchanges. Although the fund
manager looks for stocks that perform well over a variety of market cycles,
the value of the contributions to the plan may go up or down as stock
market values change.
THE LOAN FUND
-------------
The Loan Fund is the cumulative balance of all employee loans
outstanding. This fund is not a fund available to participants for
investing purposes, but instead is a result of a participant utilizing the
loan provision previously defined in an earlier section. The interest rate
is commensurate with current fixed rates charged by institutions in the
business of lending money for similar types of loans.
<PAGE>11
<TABLE>
Investments that represent 5% or more of the net assets
available for benefits at December 31, 1998 and December 31, 1997
are as follows:
<CAPTION>
12/31/98 12/31/97
-------- --------
<S> <C> <C>
STABLE VALUE FUND(1) $73,723 $41,460
======== ========
INDEX EQUITY FUND(2) $97,529 $32,599
======== ========
BALANCED FUND(3) $40,690 $28,018
======== ========
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack common stock $312,341 $213,019
======== ========
(1) The Stable Value Fund, during 1997 through September 30, 1998,
consisted of investments in the Invesco Trust Company. On
October 1, 1998, the Stable Value Fund's investments were converted to
AMEX Trust Stable Value Fund II.
(2) The Index Equity Fund, during 1997 through September 30, 1998,
consisted of investments in the Vanguard Index Trust. On
October 1, 1998, the Stable Value Fund transferred its assets to the
AMEX Trust Equity Index II Fund.
(3) The Balanced Fund, during 1997 through September 30, 1998,
consisted of investments in the SSGA Funds. On October 1, 1998, the
Stable Value Fund transferred its assets to the Invesco Total Return
Fund.
</TABLE>
<PAGE>12
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ---------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
- --------------------------------------------------------------------------------
<CAPTION>
CURRENT
IDENTITY/DESCRIPTION COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
STABLE VALUE FUND - AMEX Stable Capital Fund II $72,743 $73,723
INDEX EQUITY FUND - AMEX Index Trust 81,666 97,529
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock* 411,367 312,341
BALANCED FUND - Invesco Total Return 38,694 40,690
LOANS TO PARTICIPANTS - 9.50% 1998-2002 22,717 22,717
----------- -----------
$627,187 $547,000
=========== ===========
* Indicates party-in-interest to the Plan
</TABLE>
<PAGE>13
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
- ---------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED December 31, 1998
- ----------------------------------------------
Aggregate of transactions involving the same security exceeding 5% of net
assets at January 1, 1998:
<TABLE>
<CAPTION>
Number of Aggregate
Identity of Party Description Transactions Change
- ------------------------ --------------------- ------------ ----------
<S> <C> <C> <C>
Invesco Stable Capital Stable Value Fund 66 ($43,111)
AMEX Stable Capital Fund Stable Value Fund 88 72,346
Vanguard Equity Index Index Equity Trust 57 (30,673)
AMEX Trust Equity Index Index Equity Trust 70 82,696
The Pep Boys -
Manny, Moe & Jack Common Stock 171 178,062
SSGA Funds Balanced Fund 59 (29,828)
Invesco Total Return Balanced Fund 67 37,119
</TABLE>
Individual security transactions for 1998 exceeding 5% of net assets at
January 1, 1998:
<TABLE>
<CAPTION>
Identity of Party Description Sale Purchase
- ------------------------ --------------------- ---------- ----------
<S> <C> <C> <C>
Invesco Stable Capital (1) Stable Value Fund $64,903
AMEX Stable Capital Fund Stable Value Fund $64,903
Vanguard Equity Index (1) Index Equity Trust 64,788
AMEX Trust Equity Index Index Equity Trust 64,788
SSGA FUNDS (1) Balanced Fund 35,375
Invesco Total Return Balanced Fund 35,375
The Pep Boys -
Manny, Moe & Jack Common Stock 68,846
(1) Cost not determinable
</TABLE>
<PAGE>14
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 - PUERTO RICO
---------------------------------------
DATE: July 12, 1999 BY: /s/Bernard K. McElroy
------------- ----------------------------
Bernard K. McElroy
Member of the Administrative
Committee
<PAGE>15
EXHIBIT INDEX
=============
Exhibit No. Item Page
----------- ---- ----
23 Consent of Deloitte & Touche LLP 16
<PAGE>16
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement
No. 333-40363 of The Pep Boys - Manny, Moe & Jack on Form S-8 of our report
dated June 23, 1999 appearing in the Annual Report on Form 11-K of The Pep
Boys Savings Plan - Puerto Rico for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 12, 1999
