SC 13D/A 1 kl12054_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Pep Boys-Manny, Moe & Jack ------------------------------ (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 713278109 --------- (CUSIP Number) Mr. James A. Mitarotonda c/o Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, NY 10019 (212) 974-5700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2005 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 21, 2005, as amended by Amendment No. 1 filed on December 9, 2005 (together, the "Statement"), by and on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others with respect to the common stock, par value $1.00 per share (the "Common Stock"), of The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132. Item 4. Purpose of Transaction. ----------------------- The information contained in Item 4 of the Statement is hereby supplemented as follows: On December 21, 2005, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., sent a letter to William Leonard, the Presiding Independent Director of the Company, recommending that the Board of Directors begin the search for a new Chief Executive Officer as expeditiously as possible. The letter also requested that Barington Capital Group, L.P. be given the opportunity to participate in the selection of the Company's new Chief Executive Officer to help ensure that shareholder interests are addressed in the selection process. The letter noted that it is a propitious time to begin such a search, as the employment agreement of Lawrence Stevenson, the Company's current Chairman and Chief Executive Officer, expires on April 28, 2006. A copy of the Letter is attached hereto as Exhibit 99.4 and incorporated herein by reference. Pursuant to the terms of Mr. Stevenson's employment agreement, Barington believes that the Company is required to provide Mr. Stevenson with written notice of its election not to extend the employment agreement by February 28, 2006 in order for his employment to terminate at the end of the agreement's three-year term and avoid certain additional payment and benefit obligations that the Company may be required to incur if his employment was terminated at a later date. A copy of Mr. Stevenson's employment agreement has been filed with the SEC as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended May 3, 2003 and the above summary of the agreement's termination provision is qualified in its entirety by reference thereto. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit No. Exhibit Description --------------------- --------------------------------------------------------- 99.4 Letter, dated December 21, 2005, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., to William Leonard, the Presiding Independent Director of the Company. --------------------- ---------------------------------------------------------- SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: December 22, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ---------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President BARINGTON INVESTMENTS, L.P. By: Barington Companies Advisors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RCG CARPATHIA MASTER FUND, LTD. By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon --------------------------------------- Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross ------------------------------ Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross ------------------------------ Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross ---------------------------------- Ronald J. Gross D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner By: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner By: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member HCM/Z SPECIAL OPPORTUNITIES LLC By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN & CO., L.P. By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member DBZ GP, LLC By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member ZWIRN HOLDINGS, LLC By: /s/ Daniel B. Zwirn ------------------------------ Name: Daniel B. Zwirn Title: Managing Member /s/ Daniel B. Zwirn ------------------------------ Daniel B. Zwirn