0001193125-13-288138.txt : 20130711 0001193125-13-288138.hdr.sgml : 20130711 20130711160540 ACCESSION NUMBER: 0001193125-13-288138 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130711 DATE AS OF CHANGE: 20130711 GROUP MEMBERS: GLENHILL CAPITAL ADVISORS, LLC GROUP MEMBERS: GLENHILL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: GLENN J. KREVLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEP BOYS MANNY MOE & JACK CENTRAL INDEX KEY: 0000077449 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 230962915 STATE OF INCORPORATION: PA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-18769 FILM NUMBER: 13964059 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENHILL ADVISORS LLC CENTRAL INDEX KEY: 0001137521 IRS NUMBER: 134153005 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 FIFTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 600 FIFTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: KREVLIN ADVISORS LLC DATE OF NAME CHANGE: 20010402 SC 13G 1 d565354dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

The Pep Boys – Manny, Moe & Jack

 

(Name of Issuer)

Common Stock

 

(Title of Class of Securities)

713278109

 

(CUSIP Number)

July 1, 2013

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 713278109  

 

  1   

Names of Reporting Persons

 

Glenhill Advisors, LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5    

Sole Voting Power

 

2,667,279

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

2,667,279

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,667,279

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.0%

12  

Type of Reporting Person (See Instructions)

 

IA, HC

CUSIP No. 713278109  

 

  1   

Names of Reporting Persons

 

Glenn J. Krevlin

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5    

Sole Voting Power

 

2,667,279

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

2,667,279

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,667,279

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.0%

12  

Type of Reporting Person (See Instructions)

 

IN, HC

CUSIP No. 713278109  

 

  1   

Names of Reporting Persons

 

Glenhill Capital Advisors, LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,667,279

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,667,279

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,667,279

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.0%

12  

Type of Reporting Person (See Instructions)

 

IA, HC

CUSIP No. 713278109  

 

  1   

Names of Reporting Persons

 

Glenhill Capital Management, LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,667,279

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,667,279

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,667,279

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.0%

12  

Type of Reporting Person (See Instructions)

 

IA, HC

Item 1(a).   Name of Issuer:
  The Pep Boys – Manny, Moe & Jack
Item 1(b).   Address of Issuer’s Principal Executive Offices:
  3111 W. Allegheny Ave.
  Philadelphia, PA 19132
Item 2(a).   Name of Person Filing:
  Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, and Glenhill Capital Management, LLC.
  Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, Glenhill Long Equities Master Fund LP and Glenhill Long Fund, LP, each (along with Mr. Krevlin) a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Long Equities Fund GP, LLC and Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Long Equities Fund GP, LLC is general partner of Glenhill Long Equities Master Fund LP. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund, LP.
Item 2(b).   Address of Principal Business Office or, if none, Residence:
  600 Fifth Avenue, 11th Floor
  New York, NY 10020
Item 2(c).   Citizenship:
  See the response(s) to Item 4 on the attached cover page(s).
Item 2(d).   Title of Class of Securities:
  Common Stock
Item 2(e).   CUSIP Number:
  713278109
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not Applicable
Item 4.   Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

 

  (a) Amount Beneficially owned:

See the response(s) to Item 9 on the attached cover page(s).

 

  (b) Percent of Class:

See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 53,191,927, the number of shares of Common Stock issued and outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on June 11, 2013.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

See the response(s) to Item 5 on the attached cover page(s).

 

  (ii) Shared power to vote or to direct the vote:

See the response(s) to Item 6 on the attached cover page(s).

 

  (iii) Sole power to dispose or to direct the disposition of:

See the response(s) to Item 7 on the attached cover page(s).

 

  (iv) Shared power to dispose or to direct the disposition of:

See the response(s) to Item 8 on the attached cover page(s).

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE:    July 11, 2013

GLENHILL ADVISORS, LLC
By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   Managing Member

 

/s/ GLENN J. KREVLIN
Name: Glenn J. Krevlin

 

GLENHILL CAPITAL ADVISORS, LLC
By:   KREVLIN MANAGEMENT, INC.
  Managing Member

 

By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   President

 

GLENHILL CAPITAL MANAGEMENT, LLC
By:   GLENHILL ADVISORS, LLC
  Managing Member

 

By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   Managing Member

EXHIBIT INDEX

 

Exhibit

   

Description of Exhibit

99.1    Joint Filing Agreement, dated July 11, 2013
 EX-99.1 2 d565354dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them (and their affiliates) of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of The Pep Boys – Manny, Moe & Jack and that this agreement be included as an Exhibit to such joint filing. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Joint Filing Agreement to file on its (and its affiliates’) behalf any and all amendments to such Statement on Schedule 13G. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 11th day of July, 2013.

 

GLENHILL ADVISORS, LLC
By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   Managing Member

 

/s/ GLENN J. KREVLIN
Name: Glenn J. Krevlin

 

GLENHILL CAPITAL ADVISORS, LLC
By:   KREVLIN MANAGEMENT, INC.
  Managing Member

 

By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   President

 

GLENHILL CAPITAL MANAGEMENT, LLC
By:   GLENHILL ADVISORS, LLC
  Managing Member

 

By:   /s/ GLENN J. KREVLIN

Name: Glenn J. Krevlin

Title:   Managing Member