<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, 1999
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:
George Babich Peter Allman
Senior Vice President & Willkie Farr & Gallagher
Chief 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, 1999 4
Statement of Net Assets Available for Benefits
As of December 31, 1998 5
Statement of Changes in Net Assets Available for
Benefits for Year Ended December 31, 1999
and Nine Months Ended December 31, 1998 6
Notes to Financial Statements 7 - 11
SUPPLEMENTAL SCHEDULES:
Item 4i - Schedule of Assets Held for Investment
Purposes as of December 31, 1999 12
Item 4j - Schedule of Reportable Transactions for
the Year Ended December 31, 1999 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, 1999 and 1998, 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 auditing standards generally accepted
in the United States of America. 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, 1999 and 1998, and the changes in net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
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, 1999, 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 16, 2000
<PAGE>4
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999
----------------------------------------------
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------
INVESTMENT FUNDS
--------------------------------------------------------------
<CAPTION>
STABLE INDEX THE PEP BOYS INVESCO AXP SMALL
VALUE EQUITY STOCK TOTAL AXP BOND COMPANY
FUND FUND FUND RETURN FUND FUND (Y) INDEX FUND
---------- ---------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund - American Express Trust $116,104
Index Equity Fund - American Express Trust $152,964
The Pep Boys Stock Fund - At Market $300,588
(Cost $560,014 consisting of 32,315 shares
and cash of $5,683)
Invesco Total Return Fund $61,954
AXP Bond Fund (Y) $1,844
AXP Small Company Index Fund (Y) $1,201
Templeton Foreign Fund (A)
Loan to Participants
---------- ---------- ------------ ---------- ---------- ----------
Total investments 116,104 152,964 300,588 61,954 1,844 1,201
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution
Employer Contribution
---------- ---------- ------------ ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $116,104 $152,964 $300,588 $61,954 $1,844 $1,201
========== ========== ============ ========== ========== ==========
[RESTUBBED TABLE]
<CAPTION>
TEMPLETON LOAN
FOREIGN FUND FUND CASH TOTAL
------------ ----------- ---------- -----------
<S> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund - American Express Trust $116,104
Index Equity Fund - American Express Trust $152,964
The Pep Boys Stock Fund - At Market $300,588
(Cost $560,014 consisting of 32,315 shares
and cash of $5,683)
Invesco Total Return Fund $61,954
AXP Bond Fund (Y) $1,844
AXP Small Company Index Fund (Y) $1,201
Templeton Foreign Fund (A) $9,950 $9,950
Loan to Participants $65,781 $65,781
----------- ----------- ---------- -----------
Total investments 9,950 65,781 $710,386
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution $11,489 11,489
Employer Contribution 5,338 5,338
---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $9,950 $65,781 $16,827 $727,213
========== =========== =========== ===========
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, 1998
----------------------------------------------
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------
INVESTMENT FUNDS
--------------------------------------------------------------
<CAPTION>
STABLE INDEX THE PEP BOYS INVESCO
VALUE EQUITY STOCK TOTAL LOAN
FUND FUND FUND RETURN 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 $5,883)
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 - At Market 312,341
(Cost $411,367 consisting of 19,534 shares
and cash of $5,883)
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>6
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
---------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 1999 and December 31, 1998
---------------------------------------------------------------------
SUPPLEMENTAL INFORMATION
-----------------------------------------------------------
INVESTMENT FUNDS
<CAPTION> -----------------------------------------------------------
STABLE INDEX THE PEP BOYS INVESCO AXP AXP
VALUE EQUITY STOCK TOTAL BOND SMALL CO.
FUND FUND FUND RETURN FUND FUND INDEX FUND
----------- ---------- ------------ --------- -------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
January 1, 1998 $42,306 $46,248 $208,238 $28,524 $0 $0
Dividend, interest income and
net realized gain / (loss) 2,575 3,380 5,078 3,473 0 0
Interest on loans 74 176 445 78 0 0
----------- ---------- ------------ -------- -------- ----------
NET INVESTMENT INCOME 2,649 3,556 5,523 3,551 0 0
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 814 12,520 (84,452) 2,543 0 0
CONTRIBUTIONS:
Participants 40,881 48,340 117,166 24,139 0 0
Pep Boys - Manny, Moe & Jack of 0 0 98,044 0 0 0
Puerto Rico, Inc.
DISTRIBUTIONS (9,827) (9,736) (27,261) (12,024) 0 0
LOANS:
New loans (4,458) (4,711) (9,274) (6,937) 0 0
Principal repayments 1,358 1,312 4,357 894 0 0
EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE
Participant Contribution 0 0 0 0 0 0
Employer Contribution 0 0 0 0 0 0
----------- ---------- ------------ -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998 73,723 97,529 312,341 40,690 0 0
Dividend, interest income and
net realized gain / (loss) 633 1,418 842 3,681 40 60
Interest on loans 749 638 1,320 361 2 0
----------- ---------- ------------ -------- -------- ----------
NET INVESTMENT INCOME 1,382 2,056 2,162 4,042 42 60
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 4,656 21,138 (182,957) (4,716) (36) 60
CONTRIBUTIONS:
Participants 50,344 53,789 110,914 29,007 2,180 1,077
Transfers 3,206 394 5,749 930 (149) 4
Pep Boys - Manny, Moe & Jack of 6,476 0 116,343 0 0 0
Puerto Rico, Inc.
DISTRIBUTIONS (12,671) (13,243) (40,702) (4,472) 0 0
LOANS:
New loans (16,443) (12,405) (32,623) (5,606) (199) 0
Principal repayments 5,431 3,706 9,361 2,079 6 0
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 0 0 0 0
Employer Contribution 0 0 0 0 0 0
----------- ---------- ------------ -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1999 $116,104 $152,964 $300,588 $61,954 $1,844 $1,201
=========== ========== ============ ======== ======= ==========
[RESTUBBED TABLE]
TEMPLETON
FOREIGN LOAN
FUND FUND CASH TOTAL
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS, $0 $4,594 $0 $329,910
January 1, 1998
Dividend, interest income and
net realized gain / (loss) 0 0 0 14,506
Interest on loans 0 0 0 773
---------- ---------- ---------- ---------
NET INVESTMENT INCOME 0 0 0 15,279
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 0 0 0 (68,575)
CONTRIBUTIONS:
Participants 0 0 0 230,526
Pep Boys - Manny, Moe & Jack of 0 0 0 98,044
Puerto Rico, Inc.
DISTRIBUTIONS 0 664 0 (58,184)
LOANS:
New loans 0 25,380 0 0
Principal repayments 0 (7,921) 0 0
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 10,726 10,726
Employer Contribution 0 0 4,964 4,964
---------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS, 0 22,717 15,690 562,690
December 31, 1998
Dividend, interest income and
net realized gain / (loss) 281 0 0 6,955
Interest on loans 22 0 0 3,092
---------- --------- ---------- ---------
NET INVESTMENT INCOME 303 0 0 10,047
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 734 0 0 (161,121)
CONTRIBUTIONS:
Participants 3,432 0 0 250,743
Transfers 5,556 0 (15,690) 0
Pep Boys - Manny, Moe & Jack of 122,819
Puerto Rico, Inc.
DISTRIBUTIONS 0 (3,704) 0 (74,792)
LOANS:
New loans (208) 67,484 0 0
Principal repayments 133 (20,716) 0 0
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 11,489 11,489
Employer Contribution 0 0 5,338 5,338
---------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS, $9,950 $65,781 $16,827 $727,213
December 31, 1999
========== ========== ========== =========
See notes to financial statements.
</TABLE>
<PAGE>7
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
-----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1999 And December 31, 1998
-----------------------------------------------------------------
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. 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 1999 and up to
$8,000 in 1998, 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, 1999, the members of the Plan Committee
and their positions with the Company were:
George Babich Senior Vice President and
Chief Financial Officer
Fred Stampone Senior Vice President & Secretary
Bernard K. McElroy Vice President - Finance & Treasurer
At December 31, 1999, the Plan trustee was:
Oriental Bank & Trust
Effective November 13, 1997, the trust agreement was modified to
substitute the above banking institution as the sole trustee of the
plan.
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
-----------------
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.
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
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 will tend to be more volatile.
INVESCO TOTAL RETURN FUND
------------------------------------
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 AXP BOND FUND
-----------------
As of October 1, 1998, the Pep Boys Savings Plan added the AXP Bond
Fund to the investment programs available to eligible participants. The
AXP Bond Fund invests in a diversified portfolio of high-quality
corporate bonds. To increase its return, the fund may also invest in
lower-quality bonds and foreign bonds. The primary goal of this fund is to
earn a high level of interest income; a secondary consideration is
long-term bond appreciation. This fund offers low to moderate risk and
moderate returns.
THE AXP SMALL COMPANY INDEX FUND
--------------------------------
As of October 1, 1998, the Pep Boys Savings Plan added the AXP Small
Company Index Fund to the investment programs available to eligible
participants. The AXP Small Company Index Fund attempts to mirror the
return of the Standard & Poor's Small Capitalization Stock Index (S&P
SmallCap 600). To achieve this, the fund invests primarily in some or all
of the securities that make up the S&P 600. Because this fund invests in
stocks of small companies, it is generally one of the most volatile of the
Plan's funds. At the same time, the potential for growth over the long
term is one of the highest.
THE TEMPLETON FOREIGN STOCK FUND
--------------------------------
As of October 1, 1998, the Pep Boys Savings Plan added the Templeton
Foreign Stock Fund to the investment programs available to eligible
participants. The Templeton Foreign Stock Fund seeks long-term capital
growth. To achieve this goal, the fund invests primarily in stocks and debt
obligations of companies and governments outside the United States. Because
this fund invests in foreign companies, it is one of the most volatile of
the Plan's funds. However, it should normally have higher returns over
longer periods of time.
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, 1999 and December 31, 1998
are as follows:
<CAPTION>
12/31/99 12/31/98
-------- --------
<S> <C> <C>
STABLE VALUE FUND(1) $116,104 $73,723
======== ========
INDEX EQUITY FUND(2) $152,964 $97,529
======== ========
INVESCO TOTAL RETURN FUND(3) $61,954 $40,690
======== ========
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack common stock $300,588 $312,341
======== ========
Loan Fund $65,781 $22,717
======== ========
(1) The Stable Value Fund, 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, 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, through September 30, 1998,
consisted of investments in the SSGA Funds. On October 1, 1998, the
Balanced Fund transferred its assets to the Invesco Total Return
Fund.
</TABLE>
<PAGE>12
<TABLE>
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
---------------------------------------------
SCHEDULE H
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
--------------------------------------------------------------------------------
<CAPTION>
CURRENT
IDENTITY/DESCRIPTION COST VALUE
--------------------------------------------------------------------------------
<S> <C> <C>
STABLE VALUE FUND - AMEX Stable Capital Fund II $111,037 $116,104
INDEX EQUITY FUND - AMEX Index Trust 121,545 152,964
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock* 560,014 300,588
INVESCO TOTAL RETURN FUND 65,263 61,954
AXP BOND FUND (Y) 1,873 1,844
AXP SMALL COMPANY INDEX FUND (Y) 1,141 1,201
TEMPLETON FOREIGN FUND (A) 9,239 9,950
LOANS TO PARTICIPANTS - 9.50% 1998-2003 65,781 65,781
----------- -----------
$935,893 $710,386
=========== ===========
* Indicates party-in-interest to the Plan
</TABLE>
<PAGE>13
THE PEP BOYS SAVINGS PLAN - PUERTO RICO
---------------------------------------
SCHEDULE H
ITEM 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED December 31, 1999
----------------------------------------------
Aggregate of transactions involving the same security exceeding 5% of net
assets at January 1, 1999:
<TABLE>
<CAPTION>
Number of Aggregate
Identity of Party Description Transactions Change
------------------------ --------------------- ------------ ----------
<S> <C> <C> <C>
Invesco Total Return Balanced Fund 51 43,323
The Pep Boys -
Manny, Moe & Jack Common Stock 38 238,008
AET Stable Capital II Stable Value 75 92,802
AET Equity Index II Index Equity Fund 58 91,963
AET Money Market I Stable Value 135 549,229
</TABLE>
Individual security transactions for 1999 exceeding 5% of net assets at
January 1, 1999:
<TABLE>
<CAPTION>
Identity of Party Description Sale Purchase
------------------------ --------------------- ---------- ----------
<S> <C> <C> <C>
NO TRANSACTIONS QUALIFIED FOR THIS SECTION.
</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
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DATE: June 28, 2000 BY: /s/Bernard K. McElroy
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Bernard K. McElroy
Member of the Administrative
Committee
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EXHIBIT INDEX
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Exhibit No. Item Page
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23 Consent of Deloitte & Touche LLP 16
