SC 13G 1 e22495sc13g.txt SCHEDULE 13G -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. _________)* The Pep Boys - Manny, Moe & Jack -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 713278109 -------------------------------------------------------------------------------- (CUSIP Number) September 13, 2005 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) ------------------ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------------- ----------------- CUSIP No. 713278109 13G Page 2 of 9 Pages ------------------- ----------------- 1 NAMES OF REPORTING PERSONS Wesley Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 52-2280947 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -0- 6 SHARED VOTING POWER 4,905,600 (See Item 2) 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 4,905,600 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,905,600 (See Item 2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.07% 12 TYPE OF REPORTING PERSON (See Instructions) OO ------------------- ----------------- CUSIP No. 713278109 13G Page 3 of 9 Pages ------------------- ----------------- 1 NAMES OF REPORTING PERSONS Arthur Wrubel I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -0- 6 SHARED VOTING POWER 4,905,600 (See Item 2) 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 4,905,600 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,905,600 (See Item 2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.07% 12 TYPE OF REPORTING PERSON (See Instructions) IN ------------------- ----------------- CUSIP No. 713278109 13G Page 4 of 9 Pages ------------------- ----------------- 1 NAMES OF REPORTING PERSONS John Khoury I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -0- 6 SHARED VOTING POWER 4,905,600 (See Item 2) 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 4,905,600 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,905,600 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.07% 12 TYPE OF REPORTING PERSON (See Instructions) IN ------------------- ----------------- CUSIP No. 713278109 13G Page 5 of 9 Pages ------------------- ----------------- Item 1. NAMES OF REPORTING PERSONS (a) Name of Issuer The name of the issuer is The Pep Boys - Manny, Moe & Jack (b) Address of Issuer's Principal Executive Offices The Issuer's principal executive office is located at 3111 W. Allegheny Avenue, Philadelphia, Pennsylvania 19132 Item 2. (a) Name of Person Filing This Schedule 13G is being jointly filed by Wesley Capital Management LLC, a Delaware limited liability company (the "Management Company"), Mr. Arthur Wrubel and Mr. John Khoury with respect to the ownership of the shares of Common Stock of the Issuer by three hedge funds and two managed accounts (collectively, the "Funds") for which the Management Company serves investment manager or advisor.(1) Mr. Wrubel, Mr. Khoury and the Management Company are referred to in this Schedule 13G as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated September 23, 2005, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. (b) Address of Principal Business Office, or if none, Residence The address of the principal business office of each of the Reporting Persons is 535 Madison Avenue, 26th Floor, New York, NY 10022 (c) Citizenship The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Wrubel is a United States citizen. Mr. Khoury is a Canadian citizen. (d) Title of Class of Securities Common Stock, par value $1 per share. (e) CUSIP Number 713278109 (1) The Management Company serves as investment manager or advisor to Wesley Capital L.P., a Delaware limited partnership, Wesley Capital Master Fund Limited, a Cayman Islands corporation, Wesley Capital QP, L.P., a Delaware limited partnership, and two managed accounts. Accordingly, the Management Company may be deemed to be the beneficial owner of the shares of Common Stock of the Company held by the Funds. Mr. Wrubel and Mr. Khoury are Managing Members of the Management Company, and together they control its business activities. Accordingly each of Mr. Wrubel and Mr. Khoury may be deemed to be the beneficial owner of the shares of Common Stock of the Company held by the Funds. The Management Company, Mr. Wrubel and Mr. Khoury each disclaim beneficial ownership of the shares of Common Stock of the Company held by the Funds, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. ------------------- ----------------- CUSIP No. 713278109 13G Page 6 of 9 Pages ------------------- ----------------- Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership A. Wesley Capital Management, LLC(2) (a) Amount beneficially owned: 4,905,600 (b) Percent of class: 9.07% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,905,600 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,905,600 B. Arthur Wrubel(2) (a) Amount beneficially owned: 4,905,600 (b) Percent of class: 9.07%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 4,905,600 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 4,905,600 (2) See note 1. ------------------- ----------------- CUSIP No. 713278109 13G Page 7 of 9 Pages ------------------- ----------------- C. John Khoury(2) (a) Amount beneficially owned: 4,905,600 (b) Percent of class: 9.07%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 4,905,600 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 4,905,600 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: See note 1. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. ------------------- ----------------- CUSIP No. 713278109 13G Page 8 of 9 Pages ------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 23, 2005 Wesley Capital Management, LLC By: /s/ Arthur Wrubel --------------------------------- Name: Arthur Wrubel Its: Managing Member /s/ Arthur Wrubel ------------------------------------- Arthur Wrubel, individually /s/ John Khoury ------------------------------------- John Khoury, individually Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: September 23, 2004 Wesley Capital Management, LLC By: /s/ Arthur Wrubel -------------------------------- Name: Arthur Wrubel Its: Managing Member /s/ Arthur Wrubel ------------------------------------- Arthur Wrubel, individually /s/ John Khoury ------------------------------------- John Khoury, individually