-----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, QKFwLZQherLZMRRFLZ7KoBWdz9znW8itazW630UJ0G1ETyahme6vQxQ1F3/NfCGb Cm8fOBOo/XUq8qydctmkeQ== 0000077449-02-000007.txt : 20020627 0000077449-02-000007.hdr.sgml : 20020627 20020626182719 ACCESSION NUMBER: 0000077449-02-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020504 FILED AS OF DATE: 20020627 FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03381 FILM NUMBER: 02688220 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 11-K 1 pr11k01.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, 2001 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 - PUERTO RICO - --------------------------------------- (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 President & Chief Financial Officer The Pep Boys - Manny, Moe & Jack 3111 West Allegheny Avenue Philadelphia, PA 19132 2 THE PEP BOYS SAVINGS PLAN - PUERTO RICO - ---------------------------------------- TABLE OF CONTENTS - ---------------------------------------------------------------------------- PAGE ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits As of December 31, 2001 and December 31, 2000 4 Statement of Changes in Net Assets Available for Benefits for Years Ended December 31, 2001 and December 31, 2000 5 Notes to Financial Statements 6 - 10 SUPPLEMENTAL SCHEDULES: Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes as of December 31, 2001 11 Schedule H, Item 4j - Schedule of Reportable Transactions for the Year Ended December 31, 2001 12 SIGNATURE PAGE 13 EXHIBIT INDEX 14 3 INDEPENDENT AUDITORS' REPORT The Administrative Committee The Pep Boys Savings Plan - Puerto Rico Philadelphia, Pennsylvania We have audited the accompanying statements of net assets available for benefits of The Pep Boys Savings Plan - Puerto Rico (the "Plan") as of December 31, 2001 and 2000, 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 - Puerto Rico as of December 31, 2001 and 2000, 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, 2001, and reportable transactions for the year ended December 31, 2001, 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. Such supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules 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. Philadelphia, Pennsylvania June 24, 2002 4 THE PEP BOYS SAVINGS PLAN - PUERTO RICO - ---------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000 - ----------------------------------------------------------------------------- 2001 2000 ASSETS - ------ CASH $ 16 $ - -------------- ----------- INVESTMENTS: AET Stable Capital Fund II 185,486 161,812 AET Equity Index Fund II 149,560 185,620 Pep Boys Stock Fund 1,501,778 266,298 Invesco Total Return Fund (Investor Class) 80,569 77,324 AXP Bond Fund (Class Y) 14,021 5,622 AXP Small Company Index Fund (Class Y) 15,462 13,947 Templeton Foreign Fund (Class A) 8,375 9,856 Loans to participants 154,644 91,785 ------------ ----------- Total investments 2,109,895 812,264 ------------ ----------- CONTRIBUTIONS RECEIVABLE: Participant contribution 12,973 7,145 Employer contribution 7,026 4,433 ------------ ----------- Total contributions receivable 19,999 11,578 ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 2,129,910 $ 823,842 ============== =========== See notes to financial statements.
5 THE PEP BOYS SAVINGS PLAN - ------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000 - -------------------------------------------------------------------------------- 2001 2000 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Dividend and interest income $ 26,591 $ 18,350 Interest on loans 7,456 6,128 Net realized and unrealized gain (loss) in fair value of investments 1,093,689 (275,423) ---------- ------------- Total investment income (loss) 1,127,736 (250,945) ---------- ------------- Contributions: Participants 239,679 283,962 Employer 108,807 125,633 ----------- ------------- Total contributions 348,486 409,595 ----------- ------------- Total Additions 1,476,222 158,650 DEDUCTIONS TO NET ASSETS ATTRIBUTED TO: Distributions paid to participants (170,154) (62,021) ------------ ------------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,306,068 96,629 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 823,842 727,213 ------------ ------------- End of year $ 2,129,910 $ 823,842 ============= ============= See notes to financial statements.
6 THE PEP BOYS SAVINGS PLAN - PUERTO RICO - ----------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS Years Ended December 31, 2001 And December 31, 2000 - ----------------------------------------------------------------- 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 ----------- 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 - Puerto Rico (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 April 1, 1995. The Plan provides a vehicle for participating employees of Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc. (the "Company") 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 Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc. (the "Company") who have attained the age of 21, are a bonafide resident of Puerto Rico 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 deduction, may be any whole percentage from 1% to 10% 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. 7 Participant contributions to the Plan, up to $8,000 in 2001 and 2000, 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. Company contributions are deposited in the Pep Boys Stock Fund - Puerto Rico. Participants age 55 or over have the option to transfer all of the Company's contributions into any of the other funds. Vesting ------- 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 up to 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 fund the purchase of a primary residence. In such a case, the loan term is permitted up to 30 years (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 Puerto Rico Department of Treasury has issued a determination letter (April 1, 1997) indicating that the Plan meets the requirements of Sections 1165(a) and 1165(e) of the Puerto Rico Internal Revenue Code of 1994, (the "Code"). Accordingly, the Plan's related trust is exempt from taxation under Section 1165(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. 8 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, 2001, 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, 2001, the Plan trustee was: Oriental Bank & Trust Under the provisions of ERISA, all of the above are "parties-in-interest." 9 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%. The prospectuses for these investment programs describe the funds as follows: AET STABLE CAPITAL FUND II -------------------------- The AMEX Trust Stable Capital Fund II is designed to provide the lowest risk of all seven 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 Capital Fund I (a stable value pooled fund). AET EQUITY INDEX FUND II ------------------------ The AMEX Trust Equity Index Fund II 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 AXP Small Company Index Fund or Templeton Foreign Fund. PEP BOYS STOCK FUND ------------------- The Pep Boys Stock Fund - Puerto Rico is invested primarily in The Pep Boys-Manny, Moe & Jack Common Stock and a small amount of short-term investments. 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. At Decmber 31, 2001 and 2000, the Pep Boys Stock Fund held 85,999 shares ($17.15 per share) and 72,416 shares ($3.63 per share), respectively, of The Pep Boys - Manny, Moe & Jack common stock. 10 INVESCO TOTAL RETURN FUND (Investor Class) ------------------------------------------ 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. AXP BOND FUND (Class Y) ----------------------- 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. AXP SMALL COMPANY INDEX FUND (Class Y) -------------------------------------- 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. TEMPLETON FOREIGN FUND (Class A) -------------------------------- The Templeton Foreign 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 in 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 THE PEP BOYS SAVINGS PLAN - PUERTO RICO - --------------------------------------------- SCHEDULE H ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2001 - ---------------------------------------------------------------------------------------------------
CURRENT IDENTITY/ DESCRIPTION COST VALUE - --------------------------------------------------------------------------------------------------- AET STABLE CAPITAL FUND II* Mutual Fund, $174,399 $185,486 11,707 shares AET EQUITY INDEX FUND II* Mutual Fund, 170,456 149,560 4,696 shares PEP BOYS STOCK FUND - PUERTO RICO The Pep Boys - Manny, Moe & Jack Common Stock* 85,999 shares 750,819 1,474,852 AET Money Market I* 26,927 shares 26,926 26,926 INVESCO TOTAL RETURN FUND (Investor Class) Mutual Fund, 86,662 80,569 3,221 shares AXP BOND FUND (Class Y)* Mutual Fund, 14,082 14,021 2,921 shares AXP SMALL COMPANY INDEX FUND (Class Y)* Mutual Fund, 15,221 15,462 2,435 shares TEMPLETON FOREIGN FUND (Class A) Mutual Fund, 8,855 8,375 905 shares LOANS TO PARTICIPANTS - 6.00% - 10.50% 2002-2006 154,644 154,644 ----------- ----------- $1,402,064 $2,109,895 =========== =========== * Indicates party-in-interest to the Plan
12 THE PEP BOYS SAVINGS PLAN - PUERTO RICO - --------------------------------------- SCHEDULE H ITEM 4j - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED December 31, 2001 - ---------------------------------------------- Aggregate of transactions involving the same security exceeding 5% of net assets at January 1, 2001:
Number of Aggregate Identity of Party Description Transactions Change - ------------------------ --------------------- ------------ ---------- Pep Boys Stock Fund - Puerto Rico The Pep Boys - Manny, Moe & Jack Common Stock Common Stock 25 151,762 AET Money Market I Money Market Fund 142 468,518
Individual security transactions for 2001 exceeding 5% of net assets at January 1, 2001:
Identity of Party Description Sale Purchase - ------------------------ --------------------- ---------- ---------- NO TRANSACTIONS QUALIFIED FOR THIS SECTION.
13 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 - PUERTO RICO --------------------------------------- DATE: June 26, 2001 BY: /s/Bernard K. McElroy ------------- ---------------------------- Bernard K. McElroy Member of the Administrative Committee 14 EXHIBIT INDEX ============= Exhibit No. Item ----------- ---- 23 Consent of Deloitte & Touche LLP EX-23 3 prex23.txt INDEPENDENT AUDITORS' CONSENT - ----------------------------- We consent to the incorporation by reference in Registration Statement No. 333-40363 of The Pep Boys - Manny, Moe and Jack on Form S-8 of our report dated June 24, 2002, appearing in this Annual Report on Form 11-K of The Pep Boys Savings Plan - Puerto Rico for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----