UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
Under
the
Securities Exchange Act of 1934
(Amendment
No. 8)*
The
Pep
Boys—Manny, Moe & Jack
Common
Stock, par value $1.00 per share
(Title
of
Class of Securities)
713278109
(CUSIP
Number)
Thomas
R.
Hudson Jr.
Pirate
Capital LLC
200
Connecticut Avenue, 4th Floor
Norwalk,
CT 06854
(203)
854-1100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
31,
2008
(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 that 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.
o
NOTE
:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
(Continued
on following pages)
(Page
1
of 5 Pages)
*
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
disclosures provided in a prior cover page.
The
information required on 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
("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).
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CUSIP
NO.
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713278109
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SCHEDULE
13D
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PAGE
2 OF 5
PAGES
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1
NAME
OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PIRATE
CAPITAL LLC
2
CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
3
SEC
USE
ONLY
4
SOURCE
OF
FUNDS*
AF
5
CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e)
o
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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7
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SOLE VOTING POWER
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-0-
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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2,473,559
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OWNED BY
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9
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SOLE DISPOSITIVE POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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2,473,559
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11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,473,559
12
CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
13
PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14
TYPE
OF
REPORTING PERSON*
IA
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
NO.
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713278109
|
SCHEDULE
13D
|
PAGE 3
OF 5
PAGES
|
1
NAME
OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS
R.
HUDSON JR.
2
CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
3
SEC
USE
ONLY
4
SOURCE
OF
FUNDS*
AF
5
CHECK
IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e)
o
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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7
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SOLE VOTING POWER
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6,603.2**
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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2,473,559
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OWNED BY
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9
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SOLE DISPOSITIVE POWER
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EACH
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REPORTING
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6,603.2**
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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2,473,559
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11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,480,162.2**
12
CHECK
IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
13
PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%**
14
TYPE
OF
REPORTING PERSON*
IN
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
**
INCLUDES VESTED OPTIONS AND RESTRICTED STOCK UNITS
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CUSIP
NO.
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713278109
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SCHEDULE
13D
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PAGE 4
OF 5
PAGES
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The
Schedule 13D filed on April 20, 2006 by Pirate Capital LLC, a Delaware limited
liability company ("Pirate Capital"), and Thomas R. Hudson Jr.
(together,
the "Reporting Persons"), relating to the shares of common stock,
$1.00
par
value (the "Shares"), of The Pep Boys--Manny, Moe & Jack (the "Issuer"), as
amended by Amendment No. 1 to the Schedule 13D on May 17, 2006, Amendment No.
2
on June 29, 2006, Amendment No. 3 on August 18, 2006, Amendment No. 4 on August
24, 2006, Amendment No. 5 on August 31, 2006, Amendment No. 6 on November 20,
2006, and Amendment No.7 on November 21, 2006 is hereby amended by this
Amendment No. 8 to the Schedule 13D.
ITEM
3.
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
Item
3 is
hereby amended and restated as follows:
Funds
for
the purchase of the Shares reported herein were derived from available capital
of the Holders (as defined below). A total of approximately $36,518,231 was
paid
to acquire such Shares.
ITEM
4.
PURPOSE OF THE
TRANSACTION.
Item
4 of
the Schedule 13D is hereby amended by the addition of the
following:
On
or
about March 31, 2008, the Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD,
Jolly Roger Activist Fund LP and Jolly Roger Activist Fund LTD (together, the
“Funds”) made distributions to investors in the Funds of their pro rata whole
Share ownership through the Funds of an aggregate of 4,105,458 Shares.
ITEM
5.
INTEREST IN
SECURITIES OF THE ISSUER
Paragraphs
(a), b), and (e) of Item 5 of the Schedule 13D are hereby amended and restated
as follows:
(a)
The
Reporting Persons beneficially own in the aggregate 2,480,162.2 Shares
(including vested options and restricted stock units), constituting
approximately 4.8% of the Shares outstanding.
The
aggregate percentage of Shares beneficially owned by the Reporting Persons
is
based upon 51,729,983 Shares outstanding, which is the total number of Shares
reported by the Issuer as outstanding in its Quarterly Report on Form 10-Q
for
the quarter ended November 3, 2007.
(b)
By
virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital
has the power to vote or direct the voting, and to dispose or direct the
disposition, of all of the 282,004 Shares held by Jolly Roger Fund LP. By virtue
of agreements with Jolly Roger Offshore Fund LTD and Jolly Roger Activist
Portfolio Company LTD (such funds, together with Jolly Roger Fund LP, the
"Holders"), Pirate Capital has the power to vote or direct the voting, and
to
dispose or direct the disposition, of all of the 2,191,555 Shares held by Jolly
Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By
virtue of his position as sole Managing Member of Pirate Capital, Thomas R.
Hudson Jr. is deemed to have shared voting power and shared dispositive power
with respect to all Shares as to which Pirate Capital has voting power or
dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are
deemed to have shared voting and shared dispositive power with respect to an
aggregate of 2,473,559 Shares, and Thomas R. Hudson Jr. is deemed to have sole
voting and sole dispositive power with respect to an aggregate of 6,603.2 Shares
(including vested options and restricted stock units).
(e)
March
31,
2008
ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY
Item
6 of
the Schedule 13D is hereby amended and restated as follows:
As
set
forth below, Thomas R. Hudson Jr. holds, as of April 3, 2008, options to acquire
5,037 Shares, each of which option was granted by the Issuer, as set forth
below.
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Date of
Grant
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Shares
Underlying
Options
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Exercise Price
per Share ($)
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Expiration
Date
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Purchase Price
per Option ($)
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08/30/06
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338***
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12.76
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08/30/2013
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N/A
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10/24/06
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2,456***
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14.41
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10/19/2013
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N/A
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06/14/2007
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2,243***
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21.70
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06/14/2014
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N/A
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***
20%
of such options were exercisable on the date of grant. An additional 20%
of such
options will become exercisable on each of the next four anniversaries of
the
date of grant.
Except
as
otherwise set forth herein, the Reporting Persons do not have any contract,
arrangement, understanding or relationship with any person with respect to
securities of the Company.
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CUSIP
NO.
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713278109
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SCHEDULE
13D
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PAGE 5
OF 5
PAGES
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SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in
this
statement is true, complete and correct.
Dated:
April 3, 2008
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PIRATE
CAPITAL
LLC
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By:
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/s/ Thomas
R.
Hudson Jr.
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Name:
Thomas R. Hudson Jr.
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Title:
Managing Member
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/s/
Thomas R.
Hudson Jr.
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Name:
Thomas R. Hudson Jr.
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