SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)

THE PEP BOYS – MANNY, MOE & JACK

(Name of Subject Company)

THE PEP BOYS – MANNY, MOE & JACK

(Name of Person(s) Filing Statement)

Common Stock, par value $1.00 per share
(Title of Class of Securities)

713278109
(CUSIP Number of Class of Securities)

Brian D. Zuckerman

SVP – General Counsel & Secretary

The Pep Boys – Manny, Moe & Jack

3111 W. Allegheny Ave.

Philadelphia, PA  19132

(215) 430-9000

(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

James W. McKenzie, Jr.

Colby Smith

Morgan, Lewis & Bockius LLP

1701 Market St.

Philadelphia, PA 19103-2921

(215) 963-5000

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 10 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2015 and subsequently amended by Amendment No. 1 filed with the SEC on November 24, 2015, Amendment No. 2 filed with the SEC on December 1, 2015, Amendment No. 3 filed with the SEC on December 7, 2015, Amendment No. 4 filed with the SEC on December 8, 2015, Amendment No. 5 filed with the SEC on December 8, 2015, Amendment No. 6 filed with the SEC on December 9, 2015, Amendment No. 7 filed with the SEC on December 14, 2015, Amendment No. 8 filed with the SEC on December 16, 2015 and Amendment No. 9 filed with the SEC on December 21, 2015 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Statement”) by The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”). The Statement relates to the cash tender offer (the “Offer”) by TAJ Acquisition Co., a Pennsylvania corporation (“Purchaser”) and wholly-owned subsidiary of Bridgestone Retail Operations, LLC, a Delaware limited liability company (“Parent”), a subsidiary of Bridgestone Americas, Inc. (“Bridgestone Americas”), to purchase all issued and outstanding shares of the Company’s common stock, par value $1.00 per share, at a purchase price of $15.50 per share, net to the holders thereof, in cash, without interest thereon, less any applicable tax withholding. The Offer is disclosed in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”) filed by Purchaser and Parent with the SEC on November 16, 2015, and is upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 16, 2015, the Amendment and Supplement to the Offer to Purchase dated December 14, 2015, and in the related Letter of Transmittal, which are filed as Exhibits (a)(1)(i), (a)(1)(xiii) and (a)(1)(ii) to the Statement, respectively.

Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Statement. The information in the Statement is incorporated into this Amendment by reference to all applicable items in the Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8.           Additional Information

Item 8 of the Statement is hereby amended and supplemented by deleting the last paragraph of the subsection entitled “Other Information” and inserting the following at the end of such subsection:

“On December 23, 2015, in furtherance of the December 18 Icahn Proposal, together with Icahn Merger Agreement, the Reporting Persons filed an amendment to their previously filed Schedule 13D (the “December 23 13D Amendment”) with the SEC disclosing, among other things:

“On December 22, 2015, Icahn Enterprises: (i) amended its previous proposal to acquire all of the outstanding Shares to provide that Icahn Enterprises will pay the greater of (A) $16.50 per Share and (B) $0.10 more per Share than any increased bona fide bid for the Issuer offered by Bridgestone Retail Operations, LLC (“Bridgestone”), up to a maximum of $18.10 per Share; (ii) delivered to the Issuer a merger agreement executed by Icahn Enterprises Holdings (the “Icahn Agreement”), in substantially the same form as the Agreement and Plan of

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Merger, dated as of October 26, 2015, by and among the Issuer, Bridgestone and TAJ Acquisition Co. (as amended through December 11, 2015, the “Bridgestone Agreement”), pursuant to which, if executed by the Issuer at or prior to 8:00 p.m., New York City time, on December 24, 2015, an affiliate of the Reporting Persons will, subject to the terms and conditions thereof, acquire 100% of the Issuer’s outstanding Shares for a price per Share to be determined in accordance with the foregoing mechanism (the “Amended Icahn Proposal”); (iii) informed the Issuer that the Amended Icahn Proposal will not apply in the event that the Issuer accepts any offer from Bridgestone that would result in Bridgestone being entitled to receive a termination fee that is in excess of that set forth in the Bridgestone Agreement; and (iv) was informed by the Issuer that, in accordance with Section 8.3 of the Bridgestone Agreement, (A) the Issuer’s board of directors had determined that the Amended Icahn Proposal continued to constitute a Superior Proposal (as defined in the Bridgestone Agreement) and (B) the Issuer had provided a Company Notice (as defined in the Bridgestone Agreement) to Bridgestone of the Issuer’s intention to effect a Change of Recommendation (as defined in the Bridgestone Agreement) in response to the Amended Icahn Proposal and terminate the Bridgestone Agreement to enter into the Icahn Agreement, at or after 5:00 p.m., New York City time, on December 24, 2015.

The Reporting Persons believe that unless Bridgestone agrees to a transaction prior to 8:00 p.m., New York City time, on December 24, 2015 that is superior to the transaction contemplated by the Icahn Agreement, the Issuer will terminate the Bridgestone Agreement and execute the Icahn Agreement.”

On December 23, 2015, the Company issued a press release announcing that on December 22, 2015 the Board determined, after consultation with the Company’s outside counsel and financial advisor, that the proposed revision to the Icahn Merger Agreement delivered by Icahn Enterprises L.P. on December 22, 2015 and disclosed in the December 23 13D Amendment (the “Revised Icahn Proposal”) continues to constitute a Superior Proposal. The press release also stated, among other things, that the Company delivered a new Company Notice (as defined in the Bridgestone Agreement) on December 22, 2015 to Bridgestone notifying Bridgestone of the Board’s determination and intention to, at or after 5:00 p.m., New York City time, on Thursday, December 24, 2015, effect a Change of Recommendation in response to the Revised Icahn Proposal and terminate the Bridgestone Agreement to enter into a definitive agreement with respect to the Revised Icahn Proposal. Until such time, Bridgestone has the right to propose changes to the terms of the Bridgestone Agreement to the Company. A copy of the press release is attached hereto as Exhibit (a)(1)(xv) and is incorporated herein by reference.

The Board has not changed its recommendation with respect to the Offer, the Merger and the other Transactions, nor is the Board making any recommendation with respect to the Icahn Definitive Proposal.”

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Item 9.           Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Document
(a)(1)(xv)	Press Release issued by The Pep Boys – Manny, Moe & Jack on December 23, 2015.

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SIGNATURE

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.

THE PEP BOYS – MANNY, MOE & JACK
By:	/s/ Scott P. Sider
Name:	Scott P. Sider
Title:	Chief Executive Officer
Date:	December 23, 2015

EX-99.(A)(1)(XV)

Exhibit (a)(1)(xv)

FOR IMMEDIATE RELEASE

Pep Boys Board of Directors Determines Revised Proposal from Icahn Enterprises

Continues to be Superior to Bridgestone Transaction

PHILADELPHIA, PA – December 23, 2015 – The Pep Boys – Manny, Moe & Jack (NYSE: PBY), the nation’s leading automotive aftermarket service and retail chain, today announced that, on December 22, 2015, its Board of Directors, after consultation with its independent legal and financial advisors, determined that a revised proposal received the same day from Icahn Enterprises L.P. to acquire Pep Boys continues to constitute a “Superior Proposal” as defined in the Company’s agreement and plan of merger with Bridgestone Retail Operations, LLC.  The revised proposal improved the purchase price from $16.50 per share to the greater of (1) $16.50 per share and (2) “a price equal to $0.10 more per share than any increased bona fide bid offered by Bridgestone, up to a maximum of $18.10 per share.”

As part of its revised proposal, Icahn delivered to the Company a revised merger agreement signed by Icahn that continues to not be subject to due diligence or financing conditions and contains a “hell or high water” anti-trust covenant.

Also on December 22, 2015, the Company delivered notice to Bridgestone of the Pep Boys Board’s determination and intention to effect a change of recommendation and to terminate the Bridgestone agreement.  Such notice commenced a two business day period that will expire at 5:00pm New York City time on Thursday, December 24, 2015, during which the Company may not change the recommendation nor terminate the Bridgestone agreement, and Bridgestone has the right to make proposals to the Company.

As previously announced on October 26, 2015, the Company entered into the Bridgestone agreement pursuant to which Bridgestone commenced, on November 16, 2015, a tender offer for all outstanding shares of Pep Boys at $15.00 per share in cash.  On December 11, 2015, the parties announced that the price per share had been increased to $15.50.

There can be no assurance that a transaction with Icahn will result or that Bridgestone will propose any adjustments to the Bridgestone agreement.  The Pep Boys Board has not changed its recommendation with respect to the Bridgestone transaction, nor has it made any recommendation with respect to the Icahn proposal.

Rothschild is acting as the exclusive financial advisor to Pep Boys and Morgan, Lewis & Bockius LLP is acting as legal advisor.

About Pep Boys

Since 1921, Pep Boys has been the nation’s leading automotive aftermarket chain.  With over 7,500 service bays in over 800 locations in 35 states and Puerto Rico, Pep Boys offers name-brand tires; automotive maintenance and repair; parts and expert advice for the Do-It-Yourselfer; commercial auto parts delivery; and fleet maintenance and repair.  Customers can find the nearest location by calling 1-800-PEP BOYS (1-800-737-2697) or by visiting www.pepboys.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” ‘intend,” “demonstrate,” “expect,” “estimate,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements.  In addition,

statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made.  Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These risks include uncertainties associated with the Bridgestone tender offer and the merger, including uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of Pep Boys’ shareholders will tender their shares in the offer, the risk that competing offers will be made, and the possibility that various closing conditions for the transaction may not be satisfied or waived.  These risks also include uncertainties associated with the Icahn proposal.  Other factors that may cause Pep Boys’ actual results to differ materially from those expressed or implied in the forward-looking statements are discussed in Pep Boys’ filings with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and subsequent reports filed by Pep Boys with the SEC.  Copies of Pep Boys’ filings with the SEC may be obtained at the “Investors” section of Pep Boys’ website at www.pepboys.com or on the SEC’s website at www.sec.gov.  The forward-looking statements included in this announcement are made as of the date hereof.  Pep Boys is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise, except as otherwise may be required by the federal securities laws.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. This communication is for informational purposes only. The tender offer transaction among Pep Boys, Bridgestone Retail Operations, LLC (BSRO) and TAJ Acquisition Co. (TAJ) is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by BSRO and TAJ with the U.S. Securities and Exchange Commission (SEC) on November 16, 2015, as amended from time to time. In addition, on November 16, 2015, Pep Boys filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Prior to making any decision regarding the tender offer, Pep Boys shareholders are strongly advised to read the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9. Pep Boys shareholders are able to obtain the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 at no charge on the SEC’s website at www.sec.gov. In addition, Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 may be obtained free of charge from D.F. King & Co., Inc., the Information Agent for the tender offer, Telephone Number (866) 620-2536, or by directing a request to Pep Boys, Attention: Brian Zuckerman, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Telephone Number (215) 430-9169.

Contacts:

Investors:

Brian Zuckerman

(215) 430-9169

Media:

Joele Frank, Wilkinson Brimmer Katcher

Dan Katcher / Averell Withers

(212) 355-4449