UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 12, 2004
Date of Earliest Event Reported: July 23, 2004
The Pep Boys - Manny, Moe & Jack
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-3381 23-0962915
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(State or other jurisdiction of (Commission (I.R.S. Employer ID number)
incorporation or organization) File No.)
3111 W. Allegheny Ave. Philadelphia, PA 19132
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(Address of principal executive offices) (Zip code)
215-430-9000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed from last report)
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Item 5. Other Events
On August 11, 2004, Pep Boys announced a number of organizational changes that
are effective immediately. George Babich, Jr. will continue to serve as the
Company's President responsible for the operations side of the business.
Harry F. Yanowitz who previously served as Senior Vice President - Strategy &
Business Development assumed the Chief Financial Officer title and
responsibilities from Mr. Babich. The two executives, together with
Hal L. Smith, Executive Vice President - Merchandising & Marketing, will
constitute the newly created Office of the Chief Executive reporting directly
to Chief Executive Officer Lawrence N. Stevenson. Brian D. Zuckerman, Vice
President - General Counsel & Secretary, will also report directly to
Mr. Stevenson.
On July 23, 2004, the Company entered into an agreement with George Babich, Jr.
indefinitely extending the term of his employment. Mr. Babich's new employment
agreement provides him with (i) a position consistent with the authority and
responsibilities of a President that reports to the Chief Executive Officer,
(ii) an annual base salary equal to or greater than $535,000, (iii) an annual
bonus opportunity at the level established for the President, from
time-to-time, under the Annual Incentive Bonus Plan (currently 50% of annual
base salary) and (iv) benefits generally available to Pep Boys' other senior
officers. Upon termination of the agreement prior to August 1, 2007, by Pep
Boys "without cause," by Mr. Babich "with good reason" or by reason of
Mr. Babich's death or disability, Mr. Babich will be paid a lump sum of
$1,600,000 and all of his then outstanding unvested equity grants will become
fully vested. Upon termination of the agreement between August 1, 2007 and
February 4, 2012 for any reason (other than by the Company for "Cause"),
Mr. Babich will be paid a lump sum of $1,600,000. During his employment and
for two years thereafter, Mr. Babich has agreed to customary covenants against
competition. This employment agreement is in addition to Mr. Babich's change
in control agreement described in the Company's Proxy Statement filed on
April 23, 2004. A copy of Mr. Babich's Employment Agreement is attached to
this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following exhibits are filed with this report:
Exhibit No. 99.1 Employment Agreement between The Pep Boys-Manny, Moe & Jack
and George Babich, Jr. dated July 23, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PEP BOYS - MANNY, MOE & JACK
By: /s/ George Babich, Jr.
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George Babich, Jr.
President
and Chief Financial Officer
Date: August 12, 2004
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