X0202 3 2006-08-17 0 0000077449 PEP BOYS MANNY MOE & JACK PBY 0001050154 RAMIUS CAPITAL GROUP LLC 666 THIRD AVE 26TH FLOOR NEW YORK NY 10017 0 0 0 1 See Remarks 0001267474 C4S & CO LLC X1 0 0 0 1 See Remarks 0001042589 COHEN PETER A X1 0 0 0 1 See Remarks 0001267535 STARK MORGAN B X1 0 0 0 1 See Remarks 0001275922 SOLOMON JEFFREY M X1 0 0 0 1 See Remarks 0001043935 STRAUSS THOMAS W X1 0 0 0 1 See Remarks Common Stock 372630 I By Parche, LLC Common Stock 1014021 I By Starboard Value abd Opportunity Master Fund Ltd. Common Stock 101312 I By RCG Ambrose Master Fund, Ltd. Common Stock 107471 I By RCG Halifax Fund, Ltd. Common Stock 404276 I By Ramius Master Fund, Ltd. Common Stock 23285 I By Ramius Master Fund III, Ltd. 4.25% Convertible Debentures 22.40 2002-05-21 2007-06-01 Common Stock 89297 I By RCG Carpathia Master Fund Ltd. Includes shares owned directly by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Master Fund III, Ltd. and RCG Carpathia Master Fund, Ltd. As the managing member of Parche, LLC and the investment manager of Starboard Value and Opportunity Master Fund Ltd., Admiral Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd. As the investment manager of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, Ramius Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. (Continuation of Footnote 1) As the sole member of Admiral Advisors, LLC and Ramius Advisors, LLC and the investment manager of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd. and RCG Halifax Fund, Ltd., Ramius Capital Group, L.L.C. may be deemed to beneficially own shares of Common Stock owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. (Continuation of Footnote 2) As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission?s electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports being filed with Ramius Capital Group, L.L.C. as the first named reporting person on each report with respect to itself and a total of 14 other Reporting Persons and relating to the same transactions. /s/ Morgan B. Stark, managing member of C4S & Co., L.L.C., its managing member 2006-08-23