0001104659-15-029376.txt : 20150422 0001104659-15-029376.hdr.sgml : 20150422 20150422163236 ACCESSION NUMBER: 0001104659-15-029376 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150422 DATE AS OF CHANGE: 20150422 EFFECTIVENESS DATE: 20150422 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: 0202 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03381 FILM NUMBER: 15785988 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 DEFA14A 1 a15-9673_1defa14a.htm DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

x

Soliciting Material under §240.14a-12

 

THE PEP BOYS-MANNY, MOE & JACK

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Copies to:

James W. McKenzie, Jr., Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

(215) 963-5134

Keith E. Gottfried, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, N.W.

Washington, DC 20004-2541

(202) 739-5947

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (“Pep Boys” or the “Company”), is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies from its shareholders in connection with its 2015 Annual Meeting of Shareholders and at any and all adjournments or postponements thereof (the “2015 Annual Meeting”). Pep Boys has not yet filed a preliminary or definitive proxy statement with the SEC in connection with its solicitation of proxies to be used at the 2015 Annual Meeting.

 

Email to Employees Sent April 22, 2015

 

Attached hereto is an email communication that Pep Boys distributed to its employees on April 22, 2015 commenting on the notice it had received from GAMCO Asset Management Inc. of its intention to nominate five candidates to stand for election to the Pep Boys’ Board of Directors at the Company’s 2015 Annual Meeting of Shareholders.

 

Important Additional Information and Where to Find It

 

Pep Boys, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from Pep Boys’ shareholders in connection with the 2015 Annual Meeting. Pep Boys plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2015 Annual Meeting (the “2015 Proxy Statement”).

 

SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT PEP BOYS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2015 Proxy Statement and other materials to be filed with the SEC in connection with the 2015 Annual Meeting. Such information can also be found in Pep Boys’ Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed with the SEC on April 15, 2015 and in Pep Boys’ definitive proxy statement for the 2014 Annual Meeting of Shareholders, filed with the SEC on April 25, 2014. To the extent holdings of Pep Boys’ securities have changed since the amounts shown in the definitive proxy statement for the 2014 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

 

Shareholders will be able to obtain, free of charge, copies of the 2015 Proxy Statement and any other documents filed by Pep Boys with the SEC in connection with the 2015 Annual Meeting at the SEC’s website (www.sec.gov), at Pep Boys’ website (www.pepboys.com) or by writing to the Company’s Corporate Secretary at The Pep Boys—Manny, Moe & Jack, 3111 West Allegheny Avenue, Philadelphia, PA 19132, or by calling Pep Boys’ Corporate Secretary (215) 430-9169.

 


 

[E-MAIL TO PEP BOYS EMPLOYEES COMMENTING ON GAMCO NOMINATIONS]

 

Date:

April 22, 2015

 

 

To:

All Pep Boys Employees

 

 

From:

John T. Sweetwood, Interim Chief Executive Officer

 

 

Subject:

GAMCO Notice of Directors Nominations

 

You may have seen yesterday’s announcement by GAMCO Asset Management Inc., one of our shareholders, that it intends to nominate five individuals to stand for election to our Board at the our 2015 Annual Meeting of Shareholders.

 

We have been in discussions with GAMCO since November, when they first notified us of the possibility of making director nominations. Last evening, was the first time that GAMCO identified its nominees.

 

Our Board is comprised of nine very experienced and highly qualified directors.  Over the past two years, we have been very fortunate to add three new directors, Bob Nardelli, Bob Rosenblatt and Andrea Weiss, who bring an impressive combination of automotive, retail and digital experience to Pep Boys.

 

Please refer all inquiries to Brian D. Zuckerman, Senior Vice President, General Counsel & Secretary, by telephone at (215) 430-9169 or by email at brian_zuckerman@pepboys.com

 

For further information, please see the attached press release that we will be issuing later today.

 

On behalf of the entire management team, we thank you for your continuing commitment to serving our customers.