Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 1

Christopher Nicastro
Vice President, General Counsel
Bridgestone Americas, Inc.
535 Marriott Drive
Nashville, Tennessee 37214
(615) 937-1000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
R. Scott Cohen
David A. Kern
Alain A. Dermarkar
Jones Day
2727 N. Harwood Street
Dallas, TX 76021
(214) 220-3939

(1) Estimated for purposes of calculating the amount of the filing fee only. Calculated by (1) multiplying the offer price of $15.00 per share of common stock, par value $1.00 per share ("Shares"), of The Pep Boys—Manny, Moe & Jack, a Pennsylvania corporation ("Pep Boys"), by 55,677,091 Shares, which is the sum of (1) 54,108,894 Shares issued and outstanding (including all shares entitled to vote in the election of directors of Pep Boys or on the adoption of the Agreement and Plan of Merger (as defined below), if applicable), (2) 1,548,197 Shares which Pep Boys would be required to issue upon the conversion, exercise or exchange of outstanding stock options under the Pep Boys 2014 Stock Incentive Plan, and (3) up to 20,000 Shares issuable with respect to the current offering period under The Pep Boys Employee Stock Purchase Plan.

(2) The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Fee Advisory Rate #1 for fiscal year 2016, issued August 2015, is calculated by multiplying the Transaction Valuation by 0.0001007.

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this "Schedule TO") amends and supplements the Schedule TO relating to the offer by TAJ Acquisition Co., a Pennsylvania corporation ("Purchaser"), a wholly owned subsidiary of BSRO. This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding Shares at a purchase price of $15.00 per Share, net to the holders thereof, in cash (the "Offer Price"), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 2015 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of October 26, 2015, by and among Pep Boys, BSRO and Purchaser (the "Agreement and Plan of Merger"), a copy of which is attached as Exhibit (d) hereto is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

The final paragraph of Section 15—"Certain Legal Matters; Regulatory Approvals" under subsection "U.S. Antitrust Compliance" of the Offer to Purchase is hereby amended and supplemented by adding the following to the end of such paragraph:

"On November 23, 2015, the FTC granted early termination of the waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer. Accordingly, the condition to the Offer relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied."

After due 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.


(a)(1)(A)		Offer to Purchase, dated November 16, 2015 (incorporated by reference to (a)(1)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to (a)(1)(B) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(C)		Form of Notice of Guaranteed Delivery (incorporated by reference to (a)(1)(C) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(D) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(E) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(F)		Text of joint press release issued by BSRO and Pep Boys, dated October 26, 2015 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by BSRO and Purchaser with the Securities and Exchange Commission on October 26, 2015)
(a)(1)(G)		Text of summary advertisement, as published in the The New York Times on November 16, 2015 (incorporated by reference to (a)(1)(G) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(1)(H)		Text of press release of BSRO announcing launch of Tender Offer, dated November 16, 2015 (incorporated by reference to (a)(1)(H) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(a)(5)(A)		Text of Class Action/Derivative Complaint, dated November 10, 2015 (Stephen Bushansky v. Robert H. Hotz, et al.) (incorporated by reference to (a)(5)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)
(d)		Agreement and Plan of Merger, dated as of October 26, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on October 26, 2015)
(g)		Not applicable
(h)		Not applicable

Transaction Valuation(1)		Amount of Filing Fee(2)(3)



$835,156,365		$84,100.25


Amount Previously Paid:	$84,100.25	Filing Party:	Bridgestone Retail Operations, LLC and TAJ Acquisition Co.
Form or Registration No.:	Schedule TO	Date Filed:	November 16, 2015


		BRIDGESTONE RETAIL OPERATIONS, LLC
		By:		/s/ STUART CRUM Name: Stuart Crum Title: President
		TAJ ACQUISITION CO.
		By:		/s/ STUART CRUM Name: Stuart Crum Title: Executive Vice President and Secretary