-----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, SL9lQghfXAMq2FfZuen1tJll96XsopGwkEeqoJOZXbcW6UQxBsHuof8HaAsb4eJL mPsS+oiZiGl43//Smn+1Lw== /in/edgar/work/20000628/0000077449-00-000006/0000077449-00-000006.txt : 20000920 0000077449-00-000006.hdr.sgml : 20000920 ACCESSION NUMBER: 0000077449-00-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEP BOYS MANNY MOE & JACK CENTRAL INDEX KEY: 0000077449 STANDARD INDUSTRIAL CLASSIFICATION: [5531 ] IRS NUMBER: 230962915 STATE OF INCORPORATION: PA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03381 FILM NUMBER: 662997 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 11-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE - -- SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR - -- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition from to ----------- ----------- Commission file number 1-3381 ------ THE PEP BOYS SAVINGS PLAN - ------------------------- (Full title of the plan) The Pep Boys - Manny, Moe & Jack 3111 W. Allegheny Avenue Philadelphia, PA 19132 - -------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices) Registrant's telephone number, including area code (215)430-9000 Notices and communications from the Securities and Exchange Commission relating to this Report should be forwarded to: George Babich Peter Allman Senior Vice President & Willkie Farr & Gallagher Chief Financial Officer One Citicorp Center The Pep Boys - Manny, Moe & Jack 153 East 53rd Street 3111 West Allegheny Avenue New York, NY 10022-4669 Philadelphia, PA 19132 2 THE PEP BOYS SAVINGS PLAN - ------------------------- TABLE OF CONTENTS - ---------------------------------------------------------------------------- PAGE ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits As of December 31, 1999 4 Statement of Net Assets Available for Benefits As of December 31, 1998 5 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999 and 1998 6 Notes to Financial Statements 7 - 11 SUPPLEMENTAL SCHEDULES: Item 4i - Schedule of Assets Held for Investment Purposes as of December 31, 1999 12 Item 4j - Schedule of Reportable Transactions for the Year Ended December 31, 1999 13 3 INDEPENDENT AUDITORS' REPORT The Administrative Committee The Pep Boys Savings Plan Philadelphia, Pennsylvania We have audited the accompanying statements of net assets available for benefits of The Pep Boys Savings Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of The Pep Boys Savings Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1999, and reportable transactions for the year then ended, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund in the statements of the net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. Such supplemental schedules and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Philadelphia, Pennsylvania June 16, 2000 4 THE PEP BOYS SAVINGS PLAN - ---------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 - ---------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------ INVESTMENT FUNDS ----------------
STABLE INDEX THE PEP BOYS INVESCO AXP VALUE EQUITY STOCK TOTAL RETURN BOND FUND FUND FUND FUND FUND Y ----------- ----------- ------------ ------------ ------------ ASSETS - ------ INVESTMENTS: Stable Value Fund $25,114,302 AET Equity Index II $24,528,683 The Pep Boys Stock Fund- At market $18,681,287 (Cost $40,163,851 consisting of 2,012,461 shares and cash of $333,173) Invesco Total Return Fund $5,693,295 AXP Bond Fund Y $239,284 AXP Small Company Index Fund Y Templeton Foreign Fund (A) Loans to participants ----------- ----------- ----------- ------------ ------------ Total investments 25,114,302 24,528,683 18,681,287 5,693,295 239,284 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contributions Employer Contributions ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $25,114,302 $24,528,683 $18,681,287 $5,693,295 $239,284 =========== =========== =========== ============ ============ [RESTUBBED TABLE] AXP SMALL TEMPLETON CO INDEX FORGEIGN LOAN FUND Y FUND (A) FUND CASH TOTAL ------------ ------------ ----------- ------------- ----------- ASSETS - ------ INVESTMENTS: Stable Value Fund $25,114,302 AET Equity Index II 24,528,683 The Pep Boys Stock Fund- At market 18,681,287 (Cost $40,163,851 consisting of 2,012,461 shares and cash of $333,173) Invesco Total Return Fund 5,693,295 AXP Bond Fund Y 239,284 AXP Small Company Index Fund Y $391,617 391,617 Templeton Foreign Fund (A) $484,434 484,434 Loans to participants $8,614,610 8,614,610 ------------ ------------ ------------ ------------- ----------- Total investments 391,617 484,434 8,614,610 0 83,747,512 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contribution $527,473 527,473 Employer Contribution 219,364 219,364 ------------ ------------ ------------ ------------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $391,617 $484,434 $8,614,610 $746,837 $84,494,349 ============ ============ ============ ============= =========== See notes to financial statements.
5 THE PEP BOYS SAVINGS PLAN - ---------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 - ---------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------ INVESTMENT FUNDS ----------------
STABLE INDEX THE PEP BOYS INVESCO AXP VALUE EQUITY STOCK TOTAL RETURN BOND FUND FUND FUND FUND FUND Y ----------- ----------- ------------ ------------ ------------ ASSETS - ------ INVESTMENTS: Stable Value Fund $24,723,993 AET Equity Index II $19,354,727 The Pep Boys Stock Fund- At market $24,063,198 (Cost $33,659,269 consisting of 1,495,403 shares and cash of $609,977) Invesco Total Return Fund $4,957,620 AXP Bond Fund Y $27,069 AXP Small Company Index Fund Y Templeton Foreign Fund (A) Loans to participants ----------- ----------- ----------- ------------ ------------ Total investments 24,723,993 19,354,727 24,063,198 4,957,620 27,069 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contributions Employer Contributions ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $24,723,993 $19,354,727 $24,063,198 $4,957,620 $27,069 =========== =========== =========== ============ ============ [RESTUBBED TABLE] AXP SMALL TEMPLETON CO INDEX FORGEIGN LOAN FUND Y FUND (A) FUND CASH TOTAL ------------ ------------ ----------- ------------- ----------- ASSETS - ------ INVESTMENTS: Stable Value Fund $24,723,993 AET Equity Index II 19,354,727 The Pep Boys Stock Fund- At market 24,063,198 (Cost $33,659,269 consisting of 1,495,403 shares and cash of $609,977) Invesco Total Return Fund 4,957,620 AXP Bond Fund Y 27,069 AXP Small Company Index Fund Y $45,022 45,022 Templeton Foreign Fund (A) $18,459 18,459 Loans to participants $6,047,833 6,047,833 ------------ ------------ ------------ ------------- ----------- Total investments 45,022 18,459 6,047,833 0 79,237,921 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contribution $532,687 532,687 Employer Contribution 226,214 226,214 ------------ ------------ ------------ ------------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $45,022 $18,459 $6,047,833 $758,901 $79,996,822 ============ ============ ============ ============= =========== See notes to financial statements.
6 THE PEP BOYS SAVINGS PLAN - ---------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1999 AND 1998 - ---------------------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------ INVESTMENT FUNDS
---------------- STABLE INDEX THE PEP BOYS INVESCO AXP VALUE EQUITY STOCK TOTAL RETURN BOND FUND FUND FUND FUND FUND Y ----------- ----------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1, 1998 $22,727,339 $12,966,139 $25,786,698 $3,031,456 $0 Dividend, interest income and net realized gain / (loss) 1,401,097 1,262,455 388,804 418,988 355 Interest on loans 197,760 79,345 136,986 27,187 15 ----------- ----------- ------------ ------------ ------------ NET INVESTMENT INCOME 1,598,857 1,341,800 525,790 446,175 370 NET UNREALIZED APPRECIATION / (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 326,888 3,231,071 (9,349,672) 313,679 (62) CONTRIBUTIONS: Participants 3,757,576 3,996,287 4,135,244 1,863,271 27,427 The Pep Boys - Manny, Moe & Jack 0 0 5,359,132 0 0 DISTRIBUTIONS (2,792,385) (1,689,744) (2,297,915) (546,638) 0 LOANS: New loans (1,802,087) (865,528) (734,285) (275,441) (720) Principal repayments 907,805 374,702 638,206 125,118 54 EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE Participant Contribution 0 0 0 0 0 Employer Contribution 0 0 0 0 0 ----------- ----------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 24,723,993 19,354,727 24,063,198 4,957,620 27,069 Dividend, interest income and net realized gain / (loss) 517,541 283,674 522,431 355,974 6,528 Interest on loans 236,931 134,156 150,532 46,875 2,032 ----------- ----------- ------------ ------------ ------------ INVESTMENT INCOME 754,472 417,830 672,963 402,849 8,560 NET UNREALIZED APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 990,972 3,761,303 (12,116,741) (434,304) (6,406) CONTRIBUTIONS: Participants 3,864,564 4,372,047 3,589,742 1,894,530 171,881 Transfers (569,757) 199,602 637,534 82,470 47,527 The Pep Boys - Manny, Moe & Jack 57,055 0 5,255,443 0 0 DISTRIBUTIONS (3,131,440) (2,551,933) (2,808,302) (869,506) (9,687) LOANS: New loans (2,692,524) (1,694,383) (1,363,641) (575,074) (10,581) Principal repayments 1,116,967 669,490 751,091 234,710 10,921 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE Participant Contribution 0 0 0 0 0 Employer Contribution 0 0 0 0 0 ----------- ----------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1999 $25,114,302 $24,528,683 $18,681,287 $5,693,295 $239,284 =========== =========== =========== ============ ============ [RESTUBBED TABLE] AXP SMALL TEMPLETON CO INDEX FOREIGN LOAN FUND Y FUND (A) FUND CASH TOTAL ------------ ------------ ----------- ---------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1, 1998 $0 $0 $4,983,354 $0 $69,494,986 Dividend, interest income and net realized gain / (loss) 1,590 0 0 0 3,473,289 Interest on loans 106 31 0 0 441,430 ------------ ------------ ----------- ---------- ------------- NET INVESTMENT INCOME 1,696 31 0 0 3,914,719 NET UNREALIZED APPRECIATION / (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 1,552 (141) 0 0 (5,476,685) CONTRIBUTIONS: Participants 42,123 20,423 0 0 13,842,351 The Pep Boys - Manny, Moe & Jack 0 0 0 0 5,359,132 DISTRIBUTIONS 0 0 (569,900) 0 (7,896,582) LOANS: New loans (839) (1,997) 3,680,897 0 0 Principal repayments 490 143 (2,046,518) 0 0 EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE Participant Contribution 0 0 0 532,687 532,687 Employer Contribution 0 0 0 226,214 226,214 ------------ ------------ ------------ ---------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 45,022 18,459 6,047,833 758,901 79,996,822 Dividend, interest income and net realized gain / (loss) 22,388 25,661 0 0 1,734,197 Interest on loans 3,787 3,694 0 0 578,007 ------------ ------------ ------------ ---------- ------------- NET INVESTMENT INCOME 26,175 29,355 0 0 2,312,204 NET UNREALIZED APPRECIATION / (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 20,227 40,116 0 0 (7,744,833) CONTRIBUTIONS: Participants 242,106 112,545 0 0 14,247,415 Transfers 69,292 292,233 0 (758,901) 0 The Pep Boys - Manny, Moe & Jack 0 0 0 0 5,312,498 DISTRIBUTIONS (14,444) (7,335) (983,947) 0 (10,376,594) LOANS: New loans (20,475) (18,913) 6,375,591 0 0 Principal repayments 23,714 17,974 (2,824,867) 0 0 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE Participant Contribution 0 0 0 527,473 527,473 Employer Contribution 0 0 0 219,364 219,364 ----------- ------------- ------------ ---------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1999 $391,617 $484,434 $8,614,610 $746,837 $84,494,349 ============ ============ ============ ========== ============= See notes to financial statements.
7 THE PEP BOYS SAVINGS PLAN - ------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1999 AND 1998 - -------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation --------------------- The accompanying financial statements have been prepared on the accrual basis of accounting. Use of Estimates ---------------- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and assumptions. Investments ----------- Certain investments in the Stable Value Fund (Group Annuity Contracts) and all of the loan fund are stated at cost plus accrued interest(see note 3). Investments in all other funds are stated at fair value based on quoted market prices as reported on the last business day of the calendar year. 2. DESCRIPTION OF THE PLAN ----------------------- The following description of the Pep Boys Savings Plan (the "Plan"), provides general information only. The participant should refer to the Plan document for a more complete description of the Plan provisions. The Plan, was established on September 1, 1987. The Plan provides a vehicle for participating Company employees to increase savings. The Plan was structured to comply with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participation ------------- All employees of The Pep Boys - Manny, Moe & Jack and subsidiaries (the "Company") who have attained both the age of 21 and completed one year of service as defined by the Plan, other than those employees whose terms and conditions of employment are determined by a collective bargaining agreement unless such collective bargaining agreement provides to the contrary, may join the Plan any time on or after the start of the quarter, which immediately follows the employee's anniversary date. These quarter dates are January 1, April 1, July 1, or October 1. Funding ------- Contributions to the Plan are made by participants and the Company. Participant's contributions, made through salary reduction, may be any whole percentage from 1% to 12% of their compensation as defined by the Plan. The Company contributes the lesser of 50% of the first 6% of the participant's pre-tax contributions or a maximum 3% of the participant's compensation. 8 Participant contributions to the Plan, up to $10,000 during 1999 and up to $10,000 during 1998, are not subject to income tax until their withdrawal from the Plan. Additionally, participants are not subject to tax on the Company's contributions to the Plan, appreciation in Plan assets or income earned thereon until withdrawn from the Plan. Effective January 1, 1993, company contributions are deposited in The Pep Boys Stock Fund. Participants age 55 or over have the option to make an irrevocable election to have 100% of the Company's contribution transferred into any of the funds. Vesting ------- The Plan provides that the participant's contributions are fully vested when made. The Company's contribution for a particular year becomes vested if the participant is actively employed on December 31 of that year or if the participant's employment terminated due to death, disability or retirement prior to December 31. Loan Provisions --------------- Participants may borrow 50% of their account balance subject to a minimum of $500 and a maximum of $50,000. The maximum duration of a loan is five years unless the loan is used to purchase your primary residence. In this case, the loan term is permitted for up to a 30 year duration (effective October 1, 1998). The interest rate is commensurate with current fixed rates charged by institutions in the business of lending money for similar types of loans. Plan Termination ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, the interest of the participants or their beneficiaries will remain fully vested and not be subject to forfeiture in whole or in part and distributions shall be made to them in cash and/or stock as applicable. Income Tax Status ----------------- The Internal Revenue Service has issued a determination letter (March 24, 1999) indicating that the Plan meets the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code (the "Code"). Accordingly, the Plan's related trust is exempt from federal taxation under Section 501(a) of the Code. The Plan Committee believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 9 Administration -------------- All costs associated with administering the Plan are borne by the Company. The Plan is administered by a Plan Committee of three employees of the Company. At December 31, 1999, the members of the Plan Committee and their positions with the Company were: George Babich Senior Vice President and Chief Financial Officer Fred Stampone Senior Vice President & Secretary Bernard K. McElroy Vice President - Finance & Treasurer At December 31, 1999, the Plan trustee was: American Express Trust Company Effective October 1, 1998, the trust agreement was modified to substitute the above institution as the sole trustee of the plan. Under the provisions of ERISA, all of the above are "parties-in-interest." 3. INVESTMENT PROGRAMS ------------------- Participant contributions - Beginning October 1, 1998, each participant, through an interactive voice response system, may direct that his/her contributions be invested in one or more of the following investment programs in increments of 1%. Prior to that date, the participant was limited to selecting a contribution distribution in increments of 10% only during initial enrollment or a re-enrollment period. STABLE VALUE FUND ----------------- From Plan inception through September 30, 1998, the Stable Value Fund has invested in several fully benefit-responsive Group Annuity Contracts issued by insurance companies. The contracts seek to provide a fixed rate of interest for a specific period of time. These investments contractually stipulate a rate of return and do not guarantee a return of principal. Contributions through September 30, 1998 to the Stable Value Fund were invested with Invesco Trust Company ("ITC"). The ITC - Stable Value Fund invests primarily in fully benefit-responsive general insurance contracts, insurance company separate account products, and synthetic products. The Fund seeks to provide a positive consistent return over time while preserving principal, however, the Fund does not guarantee interest or a return of principal. Effective July 1, 1992, participants' contributions to this fund are invested in a blended fund comprised of various Group Annuity Contracts and the ITC - Stable Value Fund. Individual participants receive a blended rate of interest based upon the overall rate of return. As of October 1, 1998, the Stable Value Fund transferred the proceeds of all matured Group Annuity Contracts to the AMEX Trust Stable Value Fund II. The AMEX Trust Stable Value Fund II is designed to provide the lowest risk of all seven investment funds. This fund's goal is to preserve principal and income while maximizing current income. To meet this goal, the fund invests primarily in stable value contracts, as well as short-term investments and the American Express Trust Stable Value Fund I (a stable value pooled fund). The remaining Group Annuity Contracts will be converted to the American Express Trust Stable Value Fund II as the contracts come to maturity. INDEX EQUITY FUND ----------------- The Index Equity Fund was invested in the Vanguard Index Trust through September 30, 1998. The Vanguard Index Trust seeks to provide investment results that correspond to the price and yield performance of publicly traded common stocks in the aggregate. The Vanguard Index Trust uses the Standard and Poor's 500 Composite Stock Price Index as the standard comparison and attempts to duplicate the capital growth and dividend income of that Index. As of October 1, 1998, investments in the Index Equity Fund were converted from the Vanguard Index Trust to the AMEX Trust Equity Index II Fund. The AMEX Trust Equity Index II Fund seeks to achieve a rate of return as close as possible to the return of the Standard & Poor's 500 Stock Index (S&P 500). To mirror this return, the fund invests primarily in some or all of the securities that make up the S&P 500. Because the S&P 500 contains many large, well-established companies, representing most major industries, this type of fund is less volatile than a growth fund like the IDS Small Company Index Fund or Templeton Foreign Stock Fund. THE PEP BOYS STOCK FUND ----------------------- The Pep Boys-Manny Moe & Jack Common Stock Fund is invested primarily in the Pep Boys-Manny, Moe & Jack Common Stock. This fund gives the participant the opportunity to acquire an ownership interest in the Company. The value of the amounts invested in this fund will depend on the price of the stock at any given time and will tend to be more volatile. 10 INVESCO TOTAL RETURN FUND ----------------------------------------- Through September 30, 1998, the Balanced Fund was managed by SSGA Funds in Boston, Massachusetts, and invested 50% in stocks and 50% in bonds. SSGA S&P 500 Index Fund seeks to duplicate the capital growth and dividend income of the Standard and Poor's 500 Composite Stock Price Index. The SSGA Intermediate Bond Market Fund is intended to perform similar to the Lehman Brothers Intermediate Bond Index. On October 1, 1998, investments in the Balanced Fund were converted from the SSGA Funds to the Invesco Total Return Fund. The Invesco Total Return Fund seeks to provide long-term growth of capital, as well as current income. To meet this objective, the fund invests in common stocks of companies generally listed on major exchanges. Although the fund manager looks for stocks that perform well over a variety of market cycles, the value of the contributions to the plan may go up or down as stock market values change. THE AXP BOND FUND ----------------- As of October 1, 1998, the Pep Boys Savings Plan added the AXP Bond Fund to the investment programs available to eligible participants. The AXP Bond Fund invests in a diversified portfolio of high-quality corporate bonds. To increase its return, the fund may also invest in lower-quality bonds and foreign bonds. The primary goal of this fund is to earn a high level of interest income; a secondary consideration is long-term bond appreciation. This fund offers low to moderate risk and moderate returns. THE AXP SMALL COMPANY INDEX FUND -------------------------------- As of October 1, 1998, the Pep Boys Savings Plan added the AXP Small Company Index Fund to the investment programs available to eligible participants. The AXP Small Company Index Fund attempts to mirror the return of the Standard & Poor's Small Capitalization Stock Index (S&P SmallCap 600). To achieve this, the fund invests primarily in some or all of the securities that make up the S&P 600. Because this fund invests in stocks of small companies, it is generally one of the most volatile of the Plan's funds. At the same time, the potential for growth over the long term is one of the highest. THE TEMPLETON FOREIGN STOCK FUND -------------------------------- As of October 1, 1998, the Pep Boys Savings Plan added the Templeton Foreign Stock Fund to the investment programs available to eligible participants. The Templeton Foreign Stock Fund seeks long-term capital growth. To achieve this goal, the fund invests primarily in stocks and debt obligations of companies and governments outside the United States. Because this fund invests in foreign companies, it is one of the most volatile of the Plan's funds. However, it should normally have higher returns over longer periods of time. THE LOAN FUND ------------- The Loan Fund is the cumulative balance of all employee loans outstanding. This fund is not a fund available to participants for investing purposes, but instead is a result of a participant utilizing the loan provision previously defined an earlier section. The interest rate is commensurate with current fixed rates charged by institutions in the business of lending money for similar types of loans. 11 Investments that represent 5% or more of the net assets available for benefits at December 31, 1999 and 1998 are as follows:
1999 1998 ---------- ---------- STABLE VALUE FUND: Group Annuity Contracts: New York Life Insurance Company #GA30139 $2,156,986 $3,965,986 American Express Trust Company #IM18420 22,957,316 18,392,662 Providian Capital Management #BDA00572FR 0 1,160,281 John Hancock Mutual Life Insurance Company #GAC7299 0 1,205,064 ---------- ---------- Total Stable Value Fund $25,114,302 $24,723,993 =========== =========== INDEX EQUITY FUND $24,528,683 $19,354,727 =========== =========== THE PEP BOYS STOCK FUND - The Pep Boys - Manny, Moe & Jack Common Stock $18,681,287 $24,063,198 =========== =========== INVESCO TOTAL RETURN FUND $ 5,693,295 $ 4,957,620 =========== =========== LOANS $ 8,614,610 $ 6,047,833 =========== ===========
12 THE PEP BOYS SAVINGS PLAN - ------------------------- SCHEDULE H ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 - ----------------------------------------------------------------------------------------------------------------------
CURRENT IDENTITY DESCRIPTION COST VALUE - ---------------------------------------------------------------------------------------------------------------------- New York Life Insurance Company N/A 06/30/00 $1,991,800 $2,156,986 AET Stable Capital II N/A N/A 21,544,978 22,957,316 Invesco Funds Group, Inc. N/A N/A 5,921,018 5,693,295 AET Equity Index II 17,825,937 24,528,683 THE PEP BOYS STOCK FUND - The Pep Boys - Manny, Moe & Jack Common Stock * N/A N/A 39,830,678 18,348,114 AET Money Market I 333,173 333,173 AXP Bond Fund Y 244,475 239,284 AXP Small Company Index Fund Y 371,112 391,617 Templeton Foreign Fund (A) 449,362 484,434 LOANS TO PARTICIPANTS 7.00%-10.00% 1998-2003 8,614,610 8,614,610 ----------- ----------- $97,127,143 $83,747,512 =========== =========== * Indicates party-in-interest to the plan.
13 THE PEP BOYS SAVINGS PLAN - ------------------------- SCHEDULE H ITEM 4j - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 - ---------------------------------------------- Aggregate of transactions involving the same security exceeding 5% of net assets at January 1, 1999
Number of Aggregate Identity of Party Transactions Description Change - ------------------------------- ------------ --------------------- ----------- The Pep Boys - Manny, Moe & Jack 154 Common Stock $ 8,085,630 AET Money Market I 342 Stable Value Fund 23,511,324 AMEX Stable Capital II Fund 255 Stable Value Fund 15,019,854 AMEX Trust Equity Index 254 Equity Index Fund 9,217,660 Invesco Total Return 258 Balanced Fund 3,990,505
Individual transactions in 1999 involving the same security exceeding 5% of net assets at January 1, 1999:
Identity of Party Description Sale Purchase - ------------------------------- --------------------- ----------- ------------ NO TRANSACTIONS QUALIFIED FOR THIS SECTION
14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused this Annual Report to be signed by the undersigned hereunto duly authorized. THE PEP BOYS SAVINGS PLAN ------------------------- DATE: June 28, 2000 BY: /s/Bernard K. McElroy ------------- ----------------------------- Bernard K. McElroy Member of the Administrative Committee 15 EXHIBIT INDEX ============= Exhibit No. Item Page ----------- ---- ---- 23 Consent of Deloitte & Touche LLP 16 EX-23 2 0002.txt 16 INDEPENDENT AUDITORS' CONSENT - ----------------------------- We consent to the incorporation by reference in Registration Statement No. 33-31765, and No. 333-51585 of The Pep Boys - Manny, Moe and Jack on Form S-8 of our report dated June 16, 2000 appearing in the Annual Report on Form 11-K of The Pep Boys Savings Plan for the year ended December 31, 1999. DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----