Prepared and filed by St Ives Financial

-----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, BLGeuA5npRh+7s9XtHLiMYGVZ8czZiYFND0uw5ONw0SgUarYwRg/kQM8i96Hc/YD qXoZ4AgsQgsQMJgcWlynsw== 0001125282-06-004075.txt : 20060713 0001125282-06-004075.hdr.sgml : 20060713 20060713091336 ACCESSION NUMBER: 0001125282-06-004075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 GROUP MEMBERS: ADMIRAL ADVISORS, LLC GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: BARINGTON COMPANIES ADVISORS, LLC GROUP MEMBERS: BARINGTON COMPANIES INVESTORS, LLC GROUP MEMBERS: BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) GROUP MEMBERS: BARINGTON INVESTMENTS, L.P. GROUP MEMBERS: BARINGTON OFFSHORE ADVISORS, LLC GROUP MEMBERS: C4S & CO., LLC GROUP MEMBERS: D.B. ZWIRN & CO., L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. GROUP MEMBERS: DANIEL B. ZWIRN GROUP MEMBERS: DBZ GP, LLC GROUP MEMBERS: HCM/Z SPECIAL OPPORTUNITIES LLC GROUP MEMBERS: JAMES MITAROTONDA GROUP MEMBERS: JEFFREY M. SOLOMON GROUP MEMBERS: LNA CAPITAL CORP. GROUP MEMBERS: MORGAN B. STARK GROUP MEMBERS: PARCHE, LLC GROUP MEMBERS: PETER A. COHEN GROUP MEMBERS: RAMIUS ADVISORS, LLC GROUP MEMBERS: RAMIUS CAPITAL GROUP, LLC GROUP MEMBERS: RAMIUS FUND III, LTD. GROUP MEMBERS: RAMIUS MASTER FUND, LTD. GROUP MEMBERS: RCG AMBROSE MASTER FUND, LTD. GROUP MEMBERS: RCG CARPATHIA MASTER FUND, LTD. GROUP MEMBERS: RCG HALIFAX FUND, LTD. GROUP MEMBERS: RJG CAPITAL MANAGEMENT, LLC GROUP MEMBERS: RJG CAPITAL PARTNERS, L.P. GROUP MEMBERS: RONALD GROSS GROUP MEMBERS: STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. GROUP MEMBERS: THOMAS W. STRAUSS GROUP MEMBERS: ZWIRN HOLDINGS, LLC 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: 06959614 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 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 SC 13D/A 1 b414021-sch13d.htm SCHEDULE 13D/A Prepared and filed by St Ives Financial

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 7

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)

July 13, 2006

(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: .

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Equity Partners, L.P.				13-4088890

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				907,619

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				907,619

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				907,619

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.67%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Investments, L.P.				20-2871525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				661,735

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				661,735

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				661,735

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.22%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Advisors, LLC				20-0327470

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				661,735

		8)	SHARED VOTING POWER
				907,619

		9)	SOLE DISPOSITIVE POWER
				661,735

		10)	SHARED DISPOSITIVE POWER
				907,619

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,569,354

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.89%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Investors, LLC				13-4126527

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				907,619

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				907,619

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				907,619

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.67%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Offshore Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,195,234

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,195,234

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,195,234

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.20%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Offshore Advisors, LLC				20-4797640

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,195,234

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,195,234

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,195,234

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.20%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Capital Group, L.P.				13-3635132

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				2,764,588

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				2,764,588

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,764,588

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.10%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	LNA Capital Corp.				13-3635168

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				2,764,588

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				2,764,588

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,764,588

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.10%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	James Mitarotonda

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				2,764,588

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				2,764,588

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,764,588

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.10%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Parche, LLC				20-0870632

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				365,451

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				365,451

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				365,451

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.67%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Starboard Value and Opportunity Master Fund Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				976,333

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				976,333

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				976,333

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.80%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	RCG Carpathia Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				89,297 (see Item 5)

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				89,297 (see Item 5)

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				89,297 (see Item 5)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.16%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	RCG Ambrose Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				101,312

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				101,312

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				101,312

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.19%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	RCG Halifax Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				107,471

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				107,471

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				107,471

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.20%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				404,276

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				404,276

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				404,276

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.75%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Fund III, Ltd

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				23,285

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				23,285

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				23,285

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.04%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Admiral Advisors, LLC				37-1484525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,341,784

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,341,784

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,341,784

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.47%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Advisors, LLC				13-3954331

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				427,561

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				427,561

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				427,561

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.79%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Capital Group, L.L.C.				13-3937658

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				2,067,425

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				2,067,425

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	C4S & Co., L.L.C.				13-3946794

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				2,067,425

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				2,067,425

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Peter A. Cohen

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				2,067,425

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				2,067,425

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Morgan B. Stark

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				2,067,425

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				2,067,425

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Jeffrey M. Solomon

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				2,067,425

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				2,067,425

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Thomas W. Strauss

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				2,067,425

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				2,067,425

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,067,425

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.81%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	RJG Capital Partners, L.P.				20-0133443

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				8,000

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				8,000

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				8,000

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.01%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	RJG Capital Management, LLC				20-0027325

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				8,000

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				8,000

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				8,000

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.01%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ronald Gross

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				8,000

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				8,000

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				8,000

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.01%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	D.B. Zwirn Special Opportunities Fund, L.P.				73-1637217

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				52,944

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				52,944

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				52,944

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.10%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	D.B. Zwirn Special Opportunities Fund (TE), L.P.				20-0024165

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				52,989

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				52,989

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				52,989

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.10%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	D.B. Zwirn Special Opportunities Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				315,270

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				315,270

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				315,270

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.58%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	HCM/Z Special Opportunities LLC				98-0436333

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				108,281

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				108,281

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				108,281

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.20%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	D.B. Zwirn & Co., L.P.				02-0597442

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				529,484

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				529,484

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				529,484

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.98%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	DBZ GP, LLC				42-1657316

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				529,484

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				529,484

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				529,484

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.98%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Zwirn Holdings, LLC				30-0080444

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				529,484

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				529,484

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				529,484

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.98%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 713278109

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Daniel B. Zwirn

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				529,484

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				529,484

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				529,484

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.98%

14)	TYPE OF REPORTING PERSON
				IN

This Amendment No. 7 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, Amendment No. 2 filed on December 22, 2005, Amendment No. 3 filed on February 15, 2006, Amendment No. 4 filed on March 28, 2006, Amendment No. 5 filed on May 22, 2006 and Amendment No. 6 filed on May 24, 2006 (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 2.

Identity and Background.

The second paragraph of Item 2(a)-(c) of the Statement is hereby amended and restated as follows:

As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 5,369,497 shares of Common Stock, representing approximately 9.90% of the shares of Common Stock presently outstanding.

Item 3.

Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting Entities purchased an aggregate of 155,300 shares of Common Stock. The amount of funds expended for such purchases was approximately $2,010,343.60 by Barington Companies Offshore Fund Ltd. and $8,739.04 by RJG Capital Partners, L.P. As part of such transactions, Barington Companies Offshore Fund, Ltd. purchased an aggregate of 100,000 shares of Common stock from Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd in an open market crossing transaction. The amount of funds expended for such purchase by Barington Companies Offshore Fund Ltd. was approximately $1,364,000.

All purchases of Common Stock by the Reporting Entities were made in open market transactions. All transactions effected since the filing of the Statement are described in the Schedule attached hereto. All such purchases were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 4.

Purpose of Transaction.

The information contained in Item 4 of the Statement is hereby amended and supplemented as follows:

On July 13, 2006, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., sent a letter to William Leonard, the Chairman of the Board of Directors the Company, again calling on the Board of Directors of the Company to promptly schedule the 2006 annual meeting of stockholders, it being assumed that the Board will provide customary advanced notice to its stockholders. A copy of the letter is attached as Exhibit 99.10 hereto and incorporated herein by reference. The foregoing description of the letter is qualified in its entirety by reference to such exhibit.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

(a) As of the date of this filing, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 907,619 shares of Common Stock, representing approximately 1.67% of the shares of Common Stock presently outstanding based upon the 54,252,467 shares of Common Stock reported by the Company to be issued and outstanding as of May 26, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on June 7, 2006 (the “Issued and Outstanding Shares”).

As of the date of this filing, Barington Investments, L.P. beneficially owns 661,735 shares of Common Stock, constituting approximately 1.22% of the Issued and Outstanding Shares. As of the date of this filing, Barington Companies Offshore Fund, Ltd. beneficially owns 1,195,234 shares of Common Stock, constituting approximately 2.20% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 661,735 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 1,569,354 shares, constituting approximately 2.89% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.67% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the 1,195,234 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 2.20% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 661,735 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 1,195,234 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 2,764,588 shares, constituting approximately 5.10% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 661,735 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,195,234 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 2,764,588 shares of Common Stock, constituting approximately 5.10% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 661,735 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,195,234 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 2,764,588 shares of Common Stock, constituting approximately 5.10% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 907,619 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 661,735 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,195,234 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of the date of this filing, RCG Carpathia Master Fund, Ltd. beneficially owns 89,297 shares of Common Stock which may be acquired upon conversion of $2,000,000 aggregate principal amount of the Company’s outstanding 4.25% convertible debentures owned by RCG Carpathia Master Fund, Ltd.

As of the date of this filing, each of Parche, LLC and Starboard Value and Opportunity Master Fund Ltd. beneficially own 365,451 and 976,333 shares of Common Stock, respectively, constituting approximately 0.67% and 1.80%, respectively, of the Issued and Outstanding Shares. 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 365,451 shares and the 976,333 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, representing an aggregate of 1,341,784 shares, constituting approximately 2.47% of the Issued and Outstanding Shares. As of the date of this filing, each of RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Master Fund III, Ltd beneficially own 101,312, 107,471, 404,276 and 23,285 shares of Common Stock, respectively, constituting approximately 0.19%, 0.20%, 0.75% and 0.04%, respectively, of the Issued and Outstanding Shares. As the investment manager of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, Ramius Advisors, LLC may be deemed to beneficially own the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 427,561 shares, constituting approximately 0.79% of the Issued and Outstanding Shares. 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 the 365,451 shares of Common Stock owned by Parche, LLC, the 976,333 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,067,425 shares, constituting approximately 3.81% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 365,451 shares of Common Stock owned by Parche, LLC, the 976,333 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,067,425 shares, constituting approximately 3.81% of the Issued and Outstanding Shares. 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 365,451 shares of Common Stock owned by Parche, LLC, the 976,333 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,067,425 shares, constituting approximately 3.81% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 365,451 shares of Common Stock owned by Parche, LLC, the 976,333 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

As of the date of this filing, RJG Capital Partners, L.P. beneficially owns 8,000 shares of Common Stock, constituting approximately 0.01% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 8,000 shares owned by RJG Capital Partners, L.P., constituting approximately 0.01% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 8,000 shares owned by RJG Capital Partners, L.P., constituting approximately 0.01% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 8,000 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of the date of this filing, each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. beneficially own 52,944 shares and 52,989 shares of Common Stock, respectively, constituting approximately 0.10% and 0.10%, respectively, of the Issued and Outstanding Shares. As of the date of this filing, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 315,270 shares and 108,281 shares of Common Stock, respectively, constituting approximately 0.58% and 0.20%, respectively, of the Issued and Outstanding Shares.

As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 52,989 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 315,270 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.98% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 52,989 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 315,270 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.98% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 52,989 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 315,270 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.98% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 52,989 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 315,270 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.98% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented as follows:

Exhibit No.		Exhibit Description

99.10		Letter, dated July 13, 2006, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., to William Leonard, the Chairman of the Board of Directors 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: July 13, 2006

		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 INVESTMENTS, L.P.
		By:	Barington Companies Advisors, LLC, its general partner

		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	Managing Member

		BARINGTON COMPANIES ADVISORS, LLC
		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

		BARINGTON COMPANIES OFFSHORE FUND, LTD.
		By:	/s/ James A. Mitarotonda

		Name:	James A. Mitarotonda
		Title:	President

		BARINGTON OFFSHORE 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

		/s/ James A. Mitarotonda

		James A. Mitarotonda

		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

		RCG AMBROSE MASTER FUND, LTD.
		By:	Ramius Capital Group, L.L.C., its Investment Manager

By:

C4S & Co., L.L.C.,

its Managing Member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Managing Member

RCG HALIFAX FUND, LTD.

By:

Ramius Capital Group, L.L.C.,

its Investment Manager

By:

C4S & Co., L.L.C.,

its Managing Member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Managing Member

RAMIUS MASTER FUND, LTD

By:

Ramius Advisors, LLC

its Investment Manager

By:

Ramius Capital Group, L.L.C.

its sole member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Managing Member

RAMIUS FUND III, LTD

By:

Ramius Advisors, LLC

its Investment Manager

By:

Ramius Capital Group, L.L.C.

its sole member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Managing Member

RAMIUS ADVISORS, LLC

By:

Ramius Capital Group, L.L.C.

its sole member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Authorized Signatory

ADMIRAL ADVISORS, LLC

By:

Ramius Capital Group, L.L.C., its

sole member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Authorized Signatory

		RAMIUS CAPITAL GROUP, L.L.C.
		By:	C4S & Co., L.L.C., its Managing Member

		By:	/s/ Jeffrey M. Solomon

		Name:	Jeffrey M. Solomon
		Title:	Managing Member

		C4S & CO., L.L.C.
		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

SCHEDULE

This schedule sets forth information with respect to each purchase or sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares purchased by Barington Companies Offshore Fund, Ltd.

Date	Number of Shares	Price Per Share		*Cost()**

05/24/2006	100,000	$	13.640	$	1,364,000.00
06/06/2006	15,800	$	13.048	$	206,158.40
06/28/2006	20,000	$	11.728	$	234,560.00
06/29/2006	18,700	$	10.996	$	205,625.20

Shares sold by Parche, LLC

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(16,500	)	$	13.6400	$	(225,060.00	)
05/24/2006	(4,000	)	$	13.6400	$	(54,560.00	)

Shares sold by Starboard Value and Opportunity Master Fund Ltd.

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(21,000	)	$	13.6400	$	(286,440.00	)

Shares sold by RCG Ambrose Master Fund, Ltd.

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(9,000	)	$	13.6400	$	(122,760.00	)

Shares sold by RCG Halifax Fund, Ltd.

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(9,750	)	$	13.6400	$	(132,990.00	)

Shares sold by Ramius Master Fund, Ltd.

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(37,500	)	$	13.6400	$	(511,500.00	)

Shares sold by Ramius Fund III, Ltd

Date	Number of Shares		Price Per Share		*Cost()**

05/24/2006	(2,250	)	$	13.6400	$	(30,690.00	)

Shares purchased by RJG Capital Partners, L.P.

Date	Number of Shares	Price Per Share		*Cost()**

6/29/2006	800	$	10.9238	$	8,739.04

(*)	Excludes commissions and other execution-related costs.

GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`'<`,2'_"T=!34U!3D]7,2XP!&-;`P``(?\+35-/1D9)0T4Y M+C`5````"7!(67,```Z^```.O@'J0K'``"'Y!`$``/X`+``````,``P`AP`` M``$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H*"@L+"PP,#`T-#0X.#@\/ M#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9&1H:&AL;&QP<'!T='1X> M'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*"@H.#@X2$A(6%A8:&AH>' MAXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1D9*2DI.3DY24E)65E9:6 MEI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@H*&AH:*BHJ.CHZ2DI*6E MI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^OK["PL+&QL;*RLK.SL[2T MM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^OK^_O\#`P,'!P<+"PL/# MP\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'A MX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOKZ^SL[.WM[>[N[N_O[_#P M\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ^OO[^_S\_/W]_?[^_O__ M_P@Z`/\)'$APX)L?"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AO 2Y,>,)SN2Y&C@@,N7+@$$!``[ ` end GRAPHIC 3 tickedbox.gif GRAPHIC begin 644 tickedbox.gif M1TE&.#EA#``,`'<`,2'_"T=!34U!3D]7,2XP!&-;`P``(?\+35-/1D9)0T4Y M+C`5````"7!(67,```Z^```.O@'J0K'``"'Y!`$``/X`+``````,``P`AP`` M``$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H*"@L+"PP,#`T-#0X.#@\/ M#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9&1H:&AL;&QP<'!T='1X> M'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*"@H.#@X2$A(6%A8:&AH>' MAXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1D9*2DI.3DY24E)65E9:6 MEI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@H*&AH:*BHJ.CHZ2DI*6E MI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^OK["PL+&QL;*RLK.SL[2T MM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^OK^_O\#`P,'!P<+"PL/# MP\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'A MX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOKZ^SL[.WM[>[N[N_O[_#P M\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ^OO[^_S\_/W]_?[^_O__ M_PA>`/]%8T:PH,%_&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=* MP2V$*/]94\!$P$F4%B/^`1!%XL>('#-EC'BSY,F0(S]& EX-99.10 4 b414021_ex99-10.htm EXHIBIT 99.10 Prepared and filed by St Ives Financial

EXHIBIT 99.10

Barington Capital Group, L.P.

888 Seventh Avenue

New York, New York 10019

July 13, 2006

Mr. William Leonard

Chairman of the Board

The Pep Boys – Manny, Moe & Jack

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

Dear Bill:

As the representative of a group of investors that is one of the largest stockholders of The Pep Boys – Manny, Moe & Jack (“Pep Boys” or the “Company”), we find ourselves being repeatedly disappointed by the performance of the Board of Directors of the Company. We are convinced that the Board has made a series of poor decisions to the detriment of shareholder value, including extending the employment of Lawrence Stevenson as the Company’s Chief Executive Officer in February 2005, when a clean break with no cost to stockholders was available, and maintaining its support of Mr. Stevenson’s operating plan despite the disastrous effects it has had on the Company’s financial and share price performance.

The Board’s review of strategic alternatives, which is now in its sixth month, appears to have been a failure. Furthermore, we believe that it is a serious mistake that the Board has failed to put in place a new leadership team capable of developing and executing an effective operating plan for the Company, as we have suggested a number of times. As Goldman, Sachs & Co. analyst Matthew Fassler noted over five months ago in his February 10, 2006 analyst report, “Leadership with different experience and qualifications would probably be able to engineer a turnaround of the service effort in short order, but that scenario does not appear imminent.”

Finally, we find it unacceptable that the Board has not yet held (or even scheduled) the 2006 annual meeting of stockholders, which the Company historically holds in late May or early June. As opposed to the Company’s directors who in the aggregate own less than 2% of the outstanding stock of the Company (excluding stock option and similar grants), the stockholders of Pep Boys have significant capital at risk. As shareholder value continues to deteriorate, we will not let the Board disenfranchise its stockholders, whether by hiding behind the strategic alternatives process or otherwise.

We believe that change is needed now at Pep Boys – not just at the CEO level but at the Board level as well. The Company has an extremely valuable asset base that stockholders have entrusted to the Board to protect and grow. The performance of the Pep Boys Board to date has convinced us that it is no longer worthy of this trust. For these reasons, we again call on the Board to promptly schedule the 2006 annual meeting of stockholders in order to permit the owners of Pep Boys to exercise their right to vote on the Company’s future.

Sincerely yours,

/s/ James A. Mitarotonda

James A. Mitarotonda

-----END PRIVACY-ENHANCED MESSAGE-----