-----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, V3mAMXovCSL0ZI0x4y5SlRhJDD/BBY08bQ/VUe01QxTWMF4mX3tg1pmdX3Rr7qm0 CFYdkbC3MIhYMXubsW/hjg== 0000077449-01-500009.txt : 20010710 0000077449-01-500009.hdr.sgml : 20010710 ACCESSION NUMBER: 0000077449-01-500009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 DATE AS OF CHANGE: 20010706 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: 1673034 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 11-K 1 r11k00f.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, 2000 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 Executive 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, 2000 4 Statement of Net Assets Available for Benefits As of December 31, 1999 5 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2000 and 1999 6 Notes to Financial Statements 7 - 11 SUPPLEMENTAL SCHEDULES: Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes as of December 31, 2000 12 Schedule H, Item 4j - Schedule of Reportable Transactions for the Year Ended December 31, 2000 13 SIGNATURE PAGE 14 EXHIBIT INDEX 15 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, 2000 and 1999, 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, 2000 and 1999, 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, 2000, 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 21, 2001 4 THE PEP BOYS SAVINGS PLAN - - ---------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 - - ---------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------ INVESTMENT FUNDS ----------------
STABLE INDEX THE PEP BOYS INVESCO AXP CAPITAL EQUITY STOCK TOTAL RETURN BOND FUND FUND FUND FUND FUND Y ----------- ----------- ------------ ------------ ------------ ASSETS - - ------ INVESTMENTS: Stable Value Fund $26,318,683 AET Equity Index II $22,849,687 The Pep Boys Stock Fund- At market $13,330,772 (Cost $46,860,811 consisting of 6,148,880 shares and cash of $252,824) Invesco Total Return Fund $5,727,130 AXP Bond Fund Y $634,260 AXP Small Company Index Fund Y Templeton Foreign Fund (A) Loans to participants ----------- ----------- ----------- ------------ ------------ Total investments 26,318,683 22,849,687 13,330,772 5,727,130 634,260 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contributions Employer Contributions Pending Exchanges ($7,024) ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $26,311,659 $22,849,687 $13,330,772 $5,727,130 $634,260 =========== =========== =========== ============ ============ [RESTUBBED TABLE] AXP SMALL TEMPLETON CO INDEX FORGEIGN LOAN FUND Y FUND (A) FUND CASH TOTAL ------------ ------------ ----------- ------------- ----------- ASSETS - - ------ INVESTMENTS: Stable Value Fund $26,318,683 AET Equity Index II 22,849,687 The Pep Boys Stock Fund- At market 13,330,772 (Cost $46,860,811 consisting of 6,148,880 shares and cash of $252,824) Invesco Total Return Fund 5,727,130 AXP Bond Fund Y 634,260 AXP Small Company Index Fund Y $1,611,372 1,611,372 Templeton Foreign Fund (A) $1,016,133 1,016,133 Loans to participants $7,659,950 7,659,950 Cash $17,854 17,854 ------------ ------------ ------------ ------------- ----------- Total investments 1,611,372 1,016,133 7,659,950 17,854 79,165,842 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE: Participant Contribution $482,696 482,696 Employer Contribution 6,672 6,672 Pending Exchanges 7,024 (17,854) (17,854) ------------ ------------ ------------ ------------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $1,618,396 $1,016,133 $7,659,950 $489,368 $79,637,355 ============ ============ ============ ============= =========== See notes to financial statements.
5 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.
6 THE PEP BOYS SAVINGS PLAN - - ---------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999 - - ---------------------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------ INVESTMENT FUNDS
---------------- STABLE STABLE INDEX THE PEP BOYS INVESCO AXP VALUE CAPITAL EQUITY STOCK TOTAL RETURN BOND FUND FUND FUND FUND FUND Y ----------- ----------- ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1, 1999 $24,723,993 $0 $19,354,727 $24,063,198 $4,957,620 $27,069 Dividend, interest income and net realized gain / (loss) 517,541 0 283,674 522,431 355,974 6,528 Interest on loans 236,931 0 134,156 150,532 46,875 2,032 ----------- ----------- ------------ ------------ ------------ ---------- NET INVESTMENT INCOME 754,472 0 417,830 672,963 402,849 8,560 NET UNREALIZED APPRECIATION / (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 990,972 0 3,761,303 (12,116,741) (434,304) (6,406) CONTRIBUTIONS: Participants 3,864,564 0 4,372,047 3,589,742 1,894,530 171,881 Transfers (569,757) 0 199,602 637,534 82,470 47,526 The Pep Boys - Manny, Moe & Jack 57,055 0 0 5,255,443 0 0 DISTRIBUTIONS (3,131,440) 0 (2,551,933) (2,808,302) (869,506) (9,687) LOANS: New loans (2,692,524) 0 (1,694,383) (1,363,641) (575,074) (10,581) Principal repayments 1,116,967 0 669,490 751,091 234,710 10,921 EMPLOYER AND PARTICIPANT CONTRIBUTION RECEIVABLE Participant Contribution 0 0 0 0 0 0 Employer Contribution 0 0 0 0 0 0 ----------- ----------- ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1999 25,114,302 0 24,528,683 18,681,287 5,693,295 239,283 Dividend, interest income and net realized gain / (loss) 1 0 (50) 697,892 295,488 26,380 Interest on loans 179,536 63,602 155,924 135,880 48,687 3,549 ----------- ----------- ------------ ------------ ------------ ---------- INVESTMENT INCOME 179,537 63,602 155,874 833,772 344,175 29,929 NET UNREALIZED APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 1,105,292 382,499 (2,316,656) (14,353,519) (505,459) 5,026 CONTRIBUTIONS: Participants 2,910,259 881,426 4,596,246 3,241,813 1,687,436 279,916 Transfers (26,552,539) 26,093,210 (792,385) 809,088 (583,139) 154,417 The Pep Boys - Manny, Moe & Jack 0 0 0 5,980,929 0 0 Forfeitures 126,642 122,929 (1,362) (345,535) (20) (589) DISTRIBUTIONS (2,603,941) (1,062,478) (2,967,875) (1,704,272) (830,906) (63,320) LOANS: New loans (1,250,516) (446,465) (1,175,182) (565,905) (360,919) (30,793) Principal repayments 970,964 276,936 822,344 753,114 282,667 20,391 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE Participant Contribution 0 0 0 0 0 0 Employer Contribution 0 0 0 0 0 0 ----------- ----------- ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2000 $ 0 $26,311,659 $22,849,687 $13,330,772 $5,727,130 $634,260 =========== =========== =========== ============ ============ ========== [RESTUBBED TABLE] AXP SMALL TEMPLETON CO INDEX FOREIGN LOAN FUND Y FUND (A) FUND CASH TOTAL ------------ ------------ ----------- ---------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1, 1999 $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) (1) 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 CONTRIBUTION 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 84,494,348 Dividend, interest income and net realized gain / (loss) 192,505 41,212 0 0 1,253,428 Interest on loans 10,566 11,154 0 0 608,898 ------------ ------------ ------------ ---------- ------------- NET INVESTMENT INCOME 203,071 52,366 0 0 1,862,326 NET UNREALIZED APPRECIATION / (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS (94,986) (43,833) 0 0 (15,821,636) CONTRIBUTIONS: Participants 566,481 386,265 0 (527,473) 14,022,369 Transfers 660,209 211,139 0 0 0 The Pep Boys - Manny, Moe & Jack 0 0 0 (219,364) 5,761,565 Forfeitures (11) (54) 0 0 (98,000) DISTRIBUTIONS (88,739) (88,804) (1,662,650) 0 (11,072,985) LOANS: New loans (75,008) (62,911) 3,967,699 0 0 Principal repayments 55,762 77,531 (3,259,709) 0 0 EMPLOYER AND PARTICIPANT CONTRIBUTIONS RECEIVABLE Participant Contribution 0 0 0 482,696 482,696 Employer Contribution 0 0 0 6,672 6,672 ----------- ------------- ------------ ---------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2000 $1,618,396 $1,016,133 $7,659,950 $489,368 $79,637,355 ============ ============ ============ ========== ============= See notes to financial statements.
7 THE PEP BOYS SAVINGS PLAN - - ------------------------- NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999 - - -------------------------------------- 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 ----------- During 1999, certain investments in the Stable Value Fund (Group Annuity Contracts) were stated at cost, plus accrued interest. As of June 2000, all Stable Value Funds were converted to the AMEX Trust Stable Capital II Fund. This fund is stated at the fair market value based on the quoted market prices as reported on the last day of the calendar year. All of the loan fund is 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 15% 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 $10,500 during 2000 and up to $10,000 during 1999, 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 such a 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, 2000, the members of the Plan Committee and their positions with the Company were: George Babich Executive Vice President and Chief Financial Officer Fred Stampone Senior Vice President & Secretary Bernard K. McElroy Vice President - Finance & Treasurer At December 31, 2000, 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 - 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%. STABLE VALUE FUND ----------------- 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). INDEX EQUITY 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 ----------------------------------------- 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 ----------------- 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 -------------------------------- 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 -------------------------------- 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, 2000 and 1999 are as follows:
2000 1999 ---------- ---------- STABLE VALUE FUND: Group Annuity Contracts: New York Life Insurance Company #GA30139 $ 0 $2,156,986 American Express Trust Company #IM18420 26,311,659 22,957,316 ---------- ---------- Total Stable Value Fund $26,311,659 $20,549,648 =========== =========== INDEX EQUITY FUND $22,849,687 $24,528,683 =========== =========== THE PEP BOYS STOCK FUND - The Pep Boys - Manny, Moe & Jack Common Stock $13,330,772 $18,681,287 =========== =========== INVESCO TOTAL RETURN FUND $ 5,727,130 $ 5,693,295 =========== =========== LOANS $ 7,659,950 $ 8,614,610 =========== ===========
12 THE PEP BOYS SAVINGS PLAN - - ------------------------- SCHEDULE H ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000 - - ----------------------------------------------------------------------------------------------------------------------
CURRENT IDENTITY DESCRIPTION COST VALUE - - ---------------------------------------------------------------------------------------------------------------------- AET Stable Capital II N/A N/A 25,944,808 26,318,683 Invesco Funds Group, Inc. N/A N/A 6,352,477 5,727,130 AET Equity Index II 19,960,843 22,849,687 THE PEP BOYS STOCK FUND - The Pep Boys - Manny, Moe & Jack Common Stock * N/A N/A 46,607,987 13,077,948 AET Money Market I 252,824 252,824 AXP Bond Fund Y 627,724 634,260 AXP Small Company Index Fund Y 1,710,845 1,611,372 Templeton Foreign Fund (A) 1,023,484 1,016,133 Cash 17,854 17,854 LOANS TO PARTICIPANTS 7.00%-10.00% 1998-2003 7,659,950 7,659,950 ----------- ----------- $110,158,796 $79,165,841 =========== =========== * 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, 2000 - - ---------------------------------------------- Aggregate of transactions involving the same security exceeding 5% of net assets at January 1, 2000
Number of Aggregate Identity of Party Transactions Description Change - - ------------------------------- ------------ --------------------- ----------- The Pep Boys - Manny, Moe & Jack 385 Common Stock $22,500,135 AET Money Market I 356 Stable Value Fund 18,998,339 AMEX Stable Value Fund 190 Stable Value Fund 33,859,459 AMEX Stable Capital II Fund 255 Stable Value Fund 64,618,243 AMEX Trust Equity Index 252 Equity Index Fund 10,088,242
Individual transactions in 2000 involving the same security exceeding 5% of net assets at January 1, 2000:
Identity of Party Description Sale Purchase - - ------------------------------- --------------------- ----------- ------------ AMEX Stable Value Fund Stable Value Fund $25,908,843 $0 AMEX Stable Capital II Stable Value Fund 0 $25,908,843 AMEX Stable Capital II Stable Value Fund 25,908,843 0
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, 2001 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 exh23.txt INDEPENDENT AUDITORS' CONSENT - - ----------------------------- We consent to the incorporation by reference in Registration Statements No. 33-31765 and No. 333-51585 of The Pep Boys - Manny, Moe and Jack on Form S-8 of our report dated June 21, 2001 appearing in the Annual Report on Form 11-K of The Pep Boys Savings Plan for the year ended December 31, 2000. DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----