<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
-------------------------
(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
-------------------------
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
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999
and 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
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, 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
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 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
June 16, 2000
<PAGE>4
<TABLE>
THE PEP BOYS SAVINGS PLAN
----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999
----------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
----------------
<CAPTION>
STABLE INDEX THE PEP BOYS INVESCO AXP
VALUE EQUITY STOCK TOTAL RETURN BOND
FUND FUND FUND FUND FUND Y
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund $25,114,302
AET Equity Index II $24,528,683
The Pep Boys Stock Fund- At market $18,681,287
(Cost $40,163,851 consisting of
2,012,461 shares and cash of $333,173)
Invesco Total Return Fund $5,693,295
AXP Bond Fund Y $239,284
AXP Small Company Index Fund Y
Templeton Foreign Fund (A)
Loans to participants
----------- ----------- ----------- ------------ ------------
Total investments 25,114,302 24,528,683 18,681,287 5,693,295 239,284
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contributions
Employer Contributions
----------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $25,114,302 $24,528,683 $18,681,287 $5,693,295 $239,284
=========== =========== =========== ============ ============
[RESTUBBED TABLE]
<CAPTION>
AXP SMALL TEMPLETON
CO INDEX FORGEIGN LOAN
FUND Y FUND (A) FUND CASH TOTAL
------------ ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund $25,114,302
AET Equity Index II 24,528,683
The Pep Boys Stock Fund- At market 18,681,287
(Cost $40,163,851 consisting of
2,012,461 shares and cash of $333,173)
Invesco Total Return Fund 5,693,295
AXP Bond Fund Y 239,284
AXP Small Company Index Fund Y $391,617 391,617
Templeton Foreign Fund (A) $484,434 484,434
Loans to participants $8,614,610 8,614,610
------------ ------------ ------------ ------------- -----------
Total investments 391,617 484,434 8,614,610 0 83,747,512
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution $527,473 527,473
Employer Contribution 219,364 219,364
------------ ------------ ------------ ------------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $391,617 $484,434 $8,614,610 $746,837 $84,494,349
============ ============ ============ ============= ===========
See notes to financial statements.
</TABLE>
<PAGE>5
<TABLE>
THE PEP BOYS SAVINGS PLAN
----------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
----------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
----------------
<CAPTION>
STABLE INDEX THE PEP BOYS INVESCO AXP
VALUE EQUITY STOCK TOTAL RETURN BOND
FUND FUND FUND FUND FUND Y
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund $24,723,993
AET Equity Index II $19,354,727
The Pep Boys Stock Fund- At market $24,063,198
(Cost $33,659,269 consisting of
1,495,403 shares and cash of $609,977)
Invesco Total Return Fund $4,957,620
AXP Bond Fund Y $27,069
AXP Small Company Index Fund Y
Templeton Foreign Fund (A)
Loans to participants
----------- ----------- ----------- ------------ ------------
Total investments 24,723,993 19,354,727 24,063,198 4,957,620 27,069
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contributions
Employer Contributions
----------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $24,723,993 $19,354,727 $24,063,198 $4,957,620 $27,069
=========== =========== =========== ============ ============
[RESTUBBED TABLE]
<CAPTION>
AXP SMALL TEMPLETON
CO INDEX FORGEIGN LOAN
FUND Y FUND (A) FUND CASH TOTAL
------------ ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS:
Stable Value Fund $24,723,993
AET Equity Index II 19,354,727
The Pep Boys Stock Fund- At market 24,063,198
(Cost $33,659,269 consisting of
1,495,403 shares and cash of $609,977)
Invesco Total Return Fund 4,957,620
AXP Bond Fund Y 27,069
AXP Small Company Index Fund Y $45,022 45,022
Templeton Foreign Fund (A) $18,459 18,459
Loans to participants $6,047,833 6,047,833
------------ ------------ ------------ ------------- -----------
Total investments 45,022 18,459 6,047,833 0 79,237,921
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE:
Participant Contribution $532,687 532,687
Employer Contribution 226,214 226,214
------------ ------------ ------------ ------------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $45,022 $18,459 $6,047,833 $758,901 $79,996,822
============ ============ ============ ============= ===========
See notes to financial statements.
</TABLE>
<PAGE>6
<TABLE>
THE PEP BOYS SAVINGS PLAN
----------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------------------
SUPPLEMENTAL INFORMATION
------------------------
INVESTMENT FUNDS
<CAPTION> ----------------
STABLE INDEX THE PEP BOYS INVESCO AXP
VALUE EQUITY STOCK TOTAL RETURN BOND
FUND FUND FUND FUND FUND Y
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
JANUARY 1, 1998 $22,727,339 $12,966,139 $25,786,698 $3,031,456 $0
Dividend, interest income and
net realized gain / (loss) 1,401,097 1,262,455 388,804 418,988 355
Interest on loans 197,760 79,345 136,986 27,187 15
----------- ----------- ------------ ------------ ------------
NET INVESTMENT INCOME 1,598,857 1,341,800 525,790 446,175 370
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 326,888 3,231,071 (9,349,672) 313,679 (62)
CONTRIBUTIONS:
Participants 3,757,576 3,996,287 4,135,244 1,863,271 27,427
The Pep Boys - Manny, Moe & Jack 0 0 5,359,132 0 0
DISTRIBUTIONS (2,792,385) (1,689,744) (2,297,915) (546,638) 0
LOANS:
New loans (1,802,087) (865,528) (734,285) (275,441) (720)
Principal repayments 907,805 374,702 638,206 125,118 54
EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE
Participant Contribution 0 0 0 0 0
Employer Contribution 0 0 0 0 0
----------- ----------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 24,723,993 19,354,727 24,063,198 4,957,620 27,069
Dividend, interest income and
net realized gain / (loss) 517,541 283,674 522,431 355,974 6,528
Interest on loans 236,931 134,156 150,532 46,875 2,032
----------- ----------- ------------ ------------ ------------
INVESTMENT INCOME 754,472 417,830 672,963 402,849 8,560
NET UNREALIZED APPRECIATION/(DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 990,972 3,761,303 (12,116,741) (434,304) (6,406)
CONTRIBUTIONS:
Participants 3,864,564 4,372,047 3,589,742 1,894,530 171,881
Transfers (569,757) 199,602 637,534 82,470 47,527
The Pep Boys - Manny, Moe & Jack 57,055 0 5,255,443 0 0
DISTRIBUTIONS (3,131,440) (2,551,933) (2,808,302) (869,506) (9,687)
LOANS:
New loans (2,692,524) (1,694,383) (1,363,641) (575,074) (10,581)
Principal repayments 1,116,967 669,490 751,091 234,710 10,921
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 0 0 0
Employer Contribution 0 0 0 0 0
----------- ----------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1999 $25,114,302 $24,528,683 $18,681,287 $5,693,295 $239,284
=========== =========== =========== ============ ============
[RESTUBBED TABLE]
<CAPTION>
AXP SMALL TEMPLETON
CO INDEX FOREIGN LOAN
FUND Y FUND (A) FUND CASH TOTAL
------------ ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
JANUARY 1, 1998 $0 $0 $4,983,354 $0 $69,494,986
Dividend, interest income and
net realized gain / (loss) 1,590 0 0 0 3,473,289
Interest on loans 106 31 0 0 441,430
------------ ------------ ----------- ---------- -------------
NET INVESTMENT INCOME 1,696 31 0 0 3,914,719
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 1,552 (141) 0 0 (5,476,685)
CONTRIBUTIONS:
Participants 42,123 20,423 0 0 13,842,351
The Pep Boys - Manny, Moe & Jack 0 0 0 0 5,359,132
DISTRIBUTIONS 0 0 (569,900) 0 (7,896,582)
LOANS:
New loans (839) (1,997) 3,680,897 0 0
Principal repayments 490 143 (2,046,518) 0 0
EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE
Participant Contribution 0 0 0 532,687 532,687
Employer Contribution 0 0 0 226,214 226,214
------------ ------------ ------------ ---------- -------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 45,022 18,459 6,047,833 758,901 79,996,822
Dividend, interest income and
net realized gain / (loss) 22,388 25,661 0 0 1,734,197
Interest on loans 3,787 3,694 0 0 578,007
------------ ------------ ------------ ---------- -------------
NET INVESTMENT INCOME 26,175 29,355 0 0 2,312,204
NET UNREALIZED APPRECIATION / (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 20,227 40,116 0 0 (7,744,833)
CONTRIBUTIONS:
Participants 242,106 112,545 0 0 14,247,415
Transfers 69,292 292,233 0 (758,901) 0
The Pep Boys - Manny, Moe & Jack 0 0 0 0 5,312,498
DISTRIBUTIONS (14,444) (7,335) (983,947) 0 (10,376,594)
LOANS:
New loans (20,475) (18,913) 6,375,591 0 0
Principal repayments 23,714 17,974 (2,824,867) 0 0
EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE
Participant Contribution 0 0 0 527,473 527,473
Employer Contribution 0 0 0 219,364 219,364
----------- ------------- ------------ ---------- -------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1999 $391,617 $484,434 $8,614,610 $746,837 $84,494,349
============ ============ ============ ========== =============
See notes to financial statements.
</TABLE>
<PAGE>7
THE PEP BOYS SAVINGS PLAN
-------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 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 (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 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 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>8
Participant contributions to the Plan, up to $10,000 during 1999 and up to
$10,000 during 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.
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
transferred into any of the funds.
Vesting
-------
The Plan provides that the 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 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 purchase your primary residence. In this
case, the loan term is permitted for up to a 30 year duration (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 Internal Revenue Service has issued a determination letter
(March 24, 1999) 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>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:
American Express Trust Company
Effective October 1, 1998, the trust agreement was modified to
substitute the above institution as the sole trustee of the plan.
Under the provisions of ERISA, all of the above are "parties-in-interest."
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
-----------------
From Plan inception through September 30, 1998, the Stable Value Fund has
invested in several fully benefit-responsive Group Annuity Contracts
issued by insurance companies. 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.
Contributions through September 30, 1998 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. 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.
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 investment 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.
<PAGE>10
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 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 1998 are as
follows:
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
STABLE VALUE FUND:
Group Annuity Contracts:
New York Life Insurance Company
#GA30139 $2,156,986 $3,965,986
American Express Trust Company
#IM18420 22,957,316 18,392,662
Providian Capital Management
#BDA00572FR 0 1,160,281
John Hancock Mutual Life Insurance
Company #GAC7299 0 1,205,064
---------- ----------
Total Stable Value Fund $25,114,302 $24,723,993
=========== ===========
INDEX EQUITY FUND $24,528,683 $19,354,727
=========== ===========
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock $18,681,287 $24,063,198
=========== ===========
INVESCO TOTAL RETURN FUND $ 5,693,295 $ 4,957,620
=========== ===========
LOANS $ 8,614,610 $ 6,047,833
=========== ===========
</TABLE>
<PAGE>12
<TABLE>
THE PEP BOYS SAVINGS PLAN
-------------------------
SCHEDULE H
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
----------------------------------------------------------------------------------------------------------------------
<CAPTION>
CURRENT
IDENTITY DESCRIPTION COST VALUE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
New York Life Insurance Company N/A 06/30/00 $1,991,800 $2,156,986
AET Stable Capital II N/A N/A 21,544,978 22,957,316
Invesco Funds Group, Inc. N/A N/A 5,921,018 5,693,295
AET Equity Index II 17,825,937 24,528,683
THE PEP BOYS STOCK FUND - The Pep Boys -
Manny, Moe & Jack Common Stock * N/A N/A 39,830,678 18,348,114
AET Money Market I 333,173 333,173
AXP Bond Fund Y 244,475 239,284
AXP Small Company Index Fund Y 371,112 391,617
Templeton Foreign Fund (A) 449,362 484,434
LOANS TO PARTICIPANTS 7.00%-10.00% 1998-2003 8,614,610 8,614,610
----------- -----------
$97,127,143 $83,747,512
=========== ===========
* Indicates party-in-interest to the plan.
</TABLE>
<PAGE>13
<TABLE>
THE PEP BOYS SAVINGS PLAN
-------------------------
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
<CAPTION>
Number of Aggregate
Identity of Party Transactions Description Change
------------------------------- ------------ --------------------- -----------
<S> <C> <C> <C>
The Pep Boys - Manny, Moe & Jack 154 Common Stock $ 8,085,630
AET Money Market I 342 Stable Value Fund 23,511,324
AMEX Stable Capital II Fund 255 Stable Value Fund 15,019,854
AMEX Trust Equity Index 254 Equity Index Fund 9,217,660
Invesco Total Return 258 Balanced Fund 3,990,505
</TABLE>
Individual transactions in 1999 involving the same security 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
-------------------------
DATE: June 28, 2000 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
