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This Amendment No. 19 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 with the SEC on December 9, 2005, Amendment No. 2 filed with the SEC on December 22, 2005, Amendment No. 3 filed with the SEC on February 15, 2006, Amendment No. 4 filed with the SEC on March 28, 2006, Amendment No. 5 filed with the SEC on May 22, 2006, Amendment No. 6 filed with the SEC on May 24, 2006, Amendment No. 7 filed with the SEC on July 13, 2006, Amendment No. 8 filed with the SEC on August 3, 2006, Amendment No. 9 filed with the SEC on September 6, 2006, Amendment No. 10 filed with the SEC on September 22, 2006, Amendment No. 11 filed with the SEC on October 4, 2006, Amendment No. 12 filed with the SEC on November 21, 2006, Amendment No. 13 filed with the SEC on April 4, 2007, Amendment No. 14 filed with the SEC on October 2, 2007, Amendment No. 15 filed with the SEC on December 6, 2007, Amendment No. 16 filed with the SEC on September 8, 2008, Amendment No. 17 filed with the SEC on January 7, 2009 and Amendment No. 18 filed with the SEC on April 9, 2009 (collectively, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. 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 2.
Identity and Background
.
Item 2 of the Statement is hereby amended and restated as follows:
(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp. and James A. Mitarotonda, (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).
As of February 16, 2010, the Reporting Entities are the beneficial owners of, in the aggregate, 2,444,451 shares of Common Stock, representing approximately 4.67% of the 52,349,520 shares of Common Stock reported by the Company to be issued and outstanding as of November 27, 2009 in its Form 10-Q filed with the Securities and Exchange Commission on December 9, 2009 (the “Issued and Outstanding Shares”)
and approximately 4.67% of the 52,358,292 shares of Common Stock that would be outstanding assuming that all vested stock options and restricted stock units held by James A. Mitarotonda (as further described in Item 5 below) were exercised or otherwise converted into shares of Common Stock (the “Post-conversion Issued and Outstanding Shares”).
Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated herein by reference in this Item 2.
The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.
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The general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.
The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors II, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.
Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule II and incorporated herein by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom.
Item 4.
Purpose of Transaction
.
Item 4 of the Statement is hereby amended and supplemented as follows:
On April 23, 2009, Barington Companies Equity Partners, L.P. made a distribution of 35,072 shares of Common Stock to a redeeming investor as payment of such investors’ redemption proceeds. On July 24, 2009, Barington Companies Offshore Fund, Ltd. made a distribution of 36,008 shares of Common Stock to redeeming investors as payment of such investors’ redemption proceeds. On February 12, 2010, Barington Companies Offshore Fund, Ltd. made a distribution of 401,237 shares of Common Stock to redeeming investors as payment of such investors’ redemption proceeds. At the request of certain of the redeeming investors, 10,703 of these shares of Common Stock were transferred to their accounts at Barington Companies Equity Partners, L.P.
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Item 5.
Interest in Securities of the Issuer
.
Items 5(a) - (b) of the Statement are hereby amended and restated as follows:
(a)
As of February 16, 2010, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 1,443,899 shares of Common Stock, representing approximately 2.76% of the Issued and Outstanding Shares.
As of February 16, 2010, Barington Investments, L.P. beneficially owns 991,780 shares of Common Stock, representing approximately 1.89% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 1,443,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., representing approximately 2.76% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 991,780 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 1.89% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 1,443,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 991,780 shares of Common Stock beneficially owned by Barington Investments, L.P., constituting an aggregate of 2,435,679 shares, representing approximately 4.65% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 1,443,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 991,780 shares of Common Stock beneficially owned by Barington Investments, L.P., constituting an aggregate of 2,435,679 shares of Common Stock, representing approximately 4.65% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 1,443,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 991,780 shares of Common Stock beneficially owned by Barington Investments, L.P., constituting an aggregate of 2,435,679 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, may also be deemed to beneficially own 4,004 shares of Common Stock issuable upon the conversion of restricted stock units granted to him that vest within 60 days of February 16, 2010 and 4,768 shares of Common Stock issuable pursuant to options granted to him that are exercisable within 60 days of February 16, 2010. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 2,444,451 shares of Common Stock, representing approximately 4.67% of the Post-conversion Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 1,443,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 991,780 shares of Common Stock beneficially owned by Barington Investments, L.P. Mr. Mitarotonda may also be deemed to have sole voting and dispositive power with respect to the 4,004 shares of Common Stock issuable upon the conversion of restricted stock units granted to him that vest within 60 days of February 16, 2010 and the 4,768 shares of Common Stock issuable pursuant to options granted to him that are exercisable within 60 days of February 16, 2010. Other than with respect to the 4,004 shares of Common Stock issuable upon the conversion of restricted stock units granted to him that vest within 60 days of February 16, 2010 and the 4,768 shares of Common Stock issuable pursuant to options granted to him that are exercisable within 60 days of February 16, 2010 owned by him, Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(b)
Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.
(e)
As of the close of business on February 12, 2010, the Reporting Entities cease to be subject to beneficial ownership filing requirements under Section 13 of the Securities Exchange Act of 1934, as amended, as their beneficial ownership of Common Stock is now below 5% of the shares of Common Stock presently outstanding.