-----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, LU93N47UOIt0nl+mwx2LD0KwnBt0GmiDyyMUoBjBPokKx7XhvWjfENQT3pYZFOUz pGo/+9Kn/esYc+WOY9QnLw== 0001144204-08-020484.txt : 20080403 0001144204-08-020484.hdr.sgml : 20080403 20080403172754 ACCESSION NUMBER: 0001144204-08-020484 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 GROUP MEMBERS: THOMAS R. HUDSON JR. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18769 FILM NUMBER: 08738458 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D/A 1 v109667_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 8)*


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)

Thomas R. Hudson Jr.
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2008

(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 that 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. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)


* 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 disclosures provided in a prior cover page.
The information required on 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
SCHEDULE 13D
PAGE 2 OF 5 PAGES
 

    NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PIRATE CAPITAL LLC

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
                                     (b) x


    SEC USE ONLY


    SOURCE OF FUNDS*

AF

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                                                     
o

    CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  7 SOLE VOTING POWER
     
   
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES    
BENEFICIALLY  
2,473,559
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH  
REPORTING  
-0-
PERSON WITH 10 SHARED DISPOSITIVE POWER
     
   
2,473,559
 
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,473,559


12     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14     TYPE OF REPORTING PERSON*

IA

* SEE INSTRUCTIONS BEFORE FILLING OUT!


 
       
CUSIP NO.      
713278109
SCHEDULE 13D
PAGE 3 OF 5 PAGES
 

    NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

THOMAS R. HUDSON JR.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
                                     (b) x


    SEC USE ONLY


    SOURCE OF FUNDS*

AF

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                                                     
o

    CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  7 SOLE VOTING POWER
     
   
6,603.2**
NUMBER OF 8 SHARED VOTING POWER
SHARES    
BENEFICIALLY  
2,473,559
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH  
REPORTING  
6,603.2**
PERSON WITH 10 SHARED DISPOSITIVE POWER
     
   
2,473,559
 
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,480,162.2**


12     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%**

14     TYPE OF REPORTING PERSON*

IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES VESTED OPTIONS AND RESTRICTED STOCK UNITS 


 
       
CUSIP NO.      
713278109
SCHEDULE 13D
PAGE 4 OF 5 PAGES
 
The Schedule 13D filed on April 20, 2006 by Pirate Capital LLC, a Delaware limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr.
(together, the "Reporting Persons"), relating to the shares of common stock,
$1.00 par value (the "Shares"), of The Pep Boys--Manny, Moe & Jack (the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D on May 17, 2006, Amendment No. 2 on June 29, 2006, Amendment No. 3 on August 18, 2006, Amendment No. 4 on August 24, 2006, Amendment No. 5 on August 31, 2006, Amendment No. 6 on November 20, 2006, and Amendment No.7 on November 21, 2006 is hereby amended by this Amendment No. 8 to the Schedule 13D.

ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated as follows:

Funds for the purchase of the Shares reported herein were derived from available capital of the Holders (as defined below). A total of approximately $36,518,231 was paid to acquire such Shares.

ITEM 4.     PURPOSE OF THE TRANSACTION.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On or about March 31, 2008, the Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD, Jolly Roger Activist Fund LP and Jolly Roger Activist Fund LTD (together, the “Funds”) made distributions to investors in the Funds of their pro rata whole Share ownership through the Funds of an aggregate of 4,105,458 Shares.

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a), b), and (e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

    (a) The Reporting Persons beneficially own in the aggregate 2,480,162.2 Shares (including vested options and restricted stock units), constituting approximately 4.8% of the Shares outstanding.

The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 51,729,983 Shares outstanding, which is the total number of Shares reported by the Issuer as outstanding in its Quarterly Report on Form 10-Q for the quarter ended November 3, 2007.

     (b) By virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 282,004 Shares held by Jolly Roger Fund LP. By virtue of agreements with Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD (such funds, together with Jolly Roger Fund LP, the "Holders"), Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 2,191,555 Shares held by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By virtue of his position as sole Managing Member of Pirate Capital, Thomas R. Hudson Jr. is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which Pirate Capital has voting power or dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared voting and shared dispositive power with respect to an aggregate of 2,473,559 Shares, and Thomas R. Hudson Jr. is deemed to have sole voting and sole dispositive power with respect to an aggregate of 6,603.2 Shares (including vested options and restricted stock units).
 
            (e) March 31, 2008
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY

Item 6 of the Schedule 13D is hereby amended and restated as follows:

As set forth below, Thomas R. Hudson Jr. holds, as of April 3, 2008, options to acquire 5,037 Shares, each of which option was granted by the Issuer, as set forth below.
 
Date of
Grant
 
Shares
Underlying
Options
Exercise Price 
per Share ($)
Expiration Date  
Purchase Price
per Option ($)
         
08/30/06
338***
12.76
08/30/2013
N/A
10/24/06
2,456***
14.41
10/19/2013
N/A
06/14/2007
2,243***
21.70
06/14/2014
N/A
 
*** 20% of such options were exercisable on the date of grant. An additional 20% of such options will become exercisable on each of the next four anniversaries of the date of grant.

Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Company.


 
       
CUSIP NO.      
713278109
SCHEDULE 13D
PAGE 5 OF 5 PAGES
 
SIGNATURES

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 3, 2008
     
  PIRATE CAPITAL LLC
 
 
 
 
 
 
  By:   /s/ Thomas R. Hudson Jr.
 
Name: Thomas R. Hudson Jr.
  Title: Managing Member
     
  /s/ Thomas R. Hudson Jr.
 

Name: Thomas R. Hudson Jr.
            
 

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