-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Erz2pEgvrA7wEyLQc0kwvO/wf+e1tIzU89fNJQ+qr+iC3O4NCaF96xPjNw4RPDUE k53U4H7vRDnCCv9OtfMlRQ== 0000922423-05-002036.txt : 20051222 0000922423-05-002036.hdr.sgml : 20051222 20051222083126 ACCESSION NUMBER: 0000922423-05-002036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 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: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18769 FILM NUMBER: 051280174 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 SC 13D/A 1 kl12054_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Pep Boys-Manny, Moe & Jack ------------------------------ (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 713278109 --------- (CUSIP Number) Mr. James A. Mitarotonda c/o Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, NY 10019 (212) 974-5700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2005 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 21, 2005, as amended by Amendment No. 1 filed on December 9, 2005 (together, the "Statement"), by and on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others with respect to the common stock, par value $1.00 per share (the "Common Stock"), of The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132. Item 4. Purpose of Transaction. ----------------------- The information contained in Item 4 of the Statement is hereby supplemented as follows: On December 21, 2005, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., sent a letter to William Leonard, the Presiding Independent Director of the Company, recommending that the Board of Directors begin the search for a new Chief Executive Officer as expeditiously as possible. The letter also requested that Barington Capital Group, L.P. be given the opportunity to participate in the selection of the Company's new Chief Executive Officer to help ensure that shareholder interests are addressed in the selection process. The letter noted that it is a propitious time to begin such a search, as the employment agreement of Lawrence Stevenson, the Company's current Chairman and Chief Executive Officer, expires on April 28, 2006. A copy of the Letter is attached hereto as Exhibit 99.4 and incorporated herein by reference. Pursuant to the terms of Mr. Stevenson's employment agreement, Barington believes that the Company is required to provide Mr. Stevenson with written notice of its election not to extend the employment agreement by February 28, 2006 in order for his employment to terminate at the end of the agreement's three-year term and avoid certain additional payment and benefit obligations that the Company may be required to incur if his employment was terminated at a later date. A copy of Mr. Stevenson's employment agreement has been filed with the SEC as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended May 3, 2003 and the above summary of the agreement's termination provision is qualified in its entirety by reference thereto. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit No. Exhibit Description - --------------------- --------------------------------------------------------- 99.4 Letter, dated December 21, 2005, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., to William Leonard, the Presiding Independent Director of the Company. - --------------------- ---------------------------------------------------------- SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: December 22, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ---------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President BARINGTON INVESTMENTS, L.P. By: Barington Companies Advisors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RCG CARPATHIA MASTER FUND, LTD. By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon --------------------------------------- Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross ------------------------------ Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross ------------------------------ Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross ---------------------------------- Ronald J. Gross D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner By: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner By: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member HCM/Z SPECIAL OPPORTUNITIES LLC By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN & CO., L.P. By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member DBZ GP, LLC By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member ZWIRN HOLDINGS, LLC By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member /s/ Daniel B. Zwirn ------------------------------ Daniel B. Zwirn EX-99.4 2 kl12054_99-4.txt EXHIBIT 99.4 EXHIBIT 99.4 Barington Capital Group, L.P. 888 Seventh Avenue New York, NY 10019 December 21, 2005 Mr. William Leonard Presiding Independent Director The Pep Boys - Manny, Moe & Jack 3111 West Allegheny Avenue Philadelphia, Pennsylvania 19132 Dear Bill: Barington Capital Group, L.P. represents a group of investors that beneficially owns, in the aggregate, approximately 6% of the outstanding common stock of The Pep Boys - Manny, Moe & Jack. As you know, we have been disappointed by the performance of the Company under Lawrence Stevenson, the Company's current Chairman and Chief Executive Officer. It is our belief that the turnaround plan implemented under his leadership has been poorly executed and unnecessarily disruptive to the Company's two main businesses, leading to a significant decrease in shareholder value. We are convinced that the best course of action now -- for the Company and its shareholders -- is for the Board of Directors to employ a new chief executive. We therefore strongly recommend that the Board begin the search for a new CEO as expeditiously as possible and request that we be given the opportunity to participate in the selection process, where we believe we can add significant value, to help ensure that shareholder interests are addressed. It is a propitious time to begin such a search, as Mr. Stevenson's employment agreement expires on April 28, 2006. As I am sure you are aware, the Company would need to provide Mr. Stevenson with written notice of its election not to extend the term of his contract on or before February 28, 2006 in order to minimize the Company's payment and benefit obligations under the agreement and prevent the agreement from being automatically renewed for successive one-year periods. Sincerely yours, /s/ James A. Mitarotonda James A. 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