UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

Amendment No. 5

 

 

The Pep Boys – Manny, Moe & Jack

(Name of Subject Company (Issuer))

 

TAJ Acquisition Co.
and
Bridgestone Retail Operations, LLC

(Names of Filing Persons (Offerors))

 

 

Common Stock, $1.00 par value

(Title of Class of Securities)

 

 

713278109

(CUSIP Number of Class of Securities)

 

 

Christopher Nicastro

Vice President, General Counsel

Bridgestone Americas, Inc.

535 Marriott Drive

Nashville, Tennessee  37214

(615) 937-1000

(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:

R. Scott Cohen
David A. Kern
Alain A. Dermarkar
Jones Day
2727 N. Harwood Street
Dallas, TX 76021
(214) 220-3939

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)

 

Amount of Filing Fee(2)(3)

$946,573,906.00

 

$95,319.99

 

(1)         Estimated for purposes of calculating the amount of the filing fee only.  Calculated by (1) multiplying the offer price of $17.00 per share of common stock, par value $1.00 per share (“Shares”), of The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation (“Pep Boys”), by 55,680,818 Shares, which is the sum of (1) 54,144,819 Shares issued and outstanding (including all shares entitled to vote in the election of directors of Pep Boys or on the adoption of the Agreement and Plan of Merger (as defined below), if applicable), (2) 1,515,999 Shares which Pep Boys would be required to issue upon the conversion, exercise or exchange of outstanding stock options under the Pep Boys 2014 Stock Incentive Plan, and (3) up to 20,000 Shares issuable with respect to the current offering period under The Pep Boys Employee Stock Purchase Plan.

 

(2)         The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Fee Advisory Rate #1 for fiscal year 2016, issued August 2015, is calculated by multiplying the Transaction Valuation by 0.0001007.

 

(3)         $95,319.99 previously paid in connection with Schedule TO filed on November 16, 2015 and with an amendment to Schedule TO filed on December 14, 2015 and December 28, 2015, respectively.

 

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

 

Amount Previously Paid: $95,319.99

 

Filing Party: Bridgestone Retail
Operations, LLC and
TAJ Acquisition Co.

Form or Registration No.: Schedule TO

 

Date Filed: November 16, 2015,
December 14, 2015 and
December 28, 2015

 

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

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x           third-party tender offer subject to Rule 14d-1.

o            issuer tender offer subject to Rule 13e-4.

o            going-private transaction subject to Rule 13e-3.

o            amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

 

 


 

This Amendment No. 5 to the Tender Offer Statement on Schedule TO (together with the amendments and supplements hereto, this “Schedule TO”) amends and supplements the Schedule TO relating to the offer by TAJ Acquisition Co., a Pennsylvania corporation (“Purchaser”) and wholly owned subsidiary of Bridgestone Retail Operations, LLC, a Delaware limited liability company (“BSRO”), to purchase all of the issued and outstanding Shares at a purchase price of $17.00 per Share, net to the holders thereof, in cash (the “Offer Price”), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 2015 (the “Original Offer to Purchase”), as amended and supplemented by the Amendment and Supplement to Offer to Purchase, dated December 14, 2015 (“Supplement No. 1”), and the Second Amendment and Supplement to Offer to Purchase dated as of December 28, 2015 (“Supplement No. 2,” and together with the Original Offer to Purchase and Supplement No. 1, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Copies of the Original Offer to Purchase, Supplement No. 1, Supplement No. 2 and the related Letter of Transmittal are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A), (a)(1)(J), (a)(1)(L) and (a)(1)(B), respectively. All the information set forth in the Original Offer to Purchase, as amended by Supplement No. 1 and Supplement No. 2, and the accompanying Letter of Transmittal is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO.  The Agreement and Plan of Merger, dated as of October 26, 2015, by and among Pep Boys, BSRO and Purchaser (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) hereto, as amended by (1) the Amendment to Agreement and Plan of Merger, dated as of December 11, 2015, which is attached as Exhibit (d)(2) hereto, and (2) Amendment No. 2 to Agreement and Plan of Merger, dated as of December 24, 2015, which is attached as Exhibit (d)(3) hereto, are each incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.  Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

 

This Amendment No. 5 is being filed solely to supplement Item 12 with an additional exhibit as reflected below.

 

Item 12.         Exhibits.

 

(a)(1)(A)

 

Offer to Purchase, dated November 16, 2015 (incorporated by reference to (a)(1)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(B)

 

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to (a)(1)(B) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(C)

 

Form of Notice of Guaranteed Delivery (incorporated by reference to (a)(1)(C) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(D)

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(D) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(E)

 

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(E) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(F)

 

Text of joint press release issued by BSRO and Pep Boys, dated October 26, 2015 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by BSRO and Purchaser with the Securities and Exchange Commission on October 26, 2015)

 

2


 

(a)(1)(G)

 

Text of summary advertisement, as published in The New York Times on November 16, 2015 (incorporated by reference to (a)(1)(G) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(1)(H)

 

Text of press release of BSRO announcing launch of Tender Offer, dated November 16, 2015 (incorporated by reference to (a)(1)(H) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(1)(I)

 

Text of joint press release by BSRO and Pep Boys, dated December 11, 2015 (incorporated by reference to (a)(1)(I) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 14, 2015)

 

 

 

(a)(1)(J)

 

Amendment and Supplement to Offer to Purchase dated December 14, 2015 (incorporated by reference to (a)(1)(J) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 14, 2015)

 

 

 

 

(a)(1)(K)

 

Text of joint press release by BSRO and Pep Boys, dated December 24, 2015 (incorporated by reference to (a)(1)(K) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 28, 2015)

 

 

 

(a)(1)(L)

 

Second Amendment and Supplement to Offer to Purchase dated December 28, 2015 (incorporated by reference to (a)(1)(L) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 28, 2015)

 

 

 

(a)(1)(M)*

 

Text of press release by BSRO, dated December 29, 2015

 

 

 

 

(a)(5)(A)

 

Text of Class Action/Derivative Complaint, dated November 10, 2015 (Stephen Bushansky v. Robert H. Hotz, et al.) (incorporated by reference to (a)(5)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(5)(B)

 

Text of Individual and Class Action/Derivative Complaint, dated November 24, 2015 (Jack Edwards v. Matthew Goldfarb, et al.) (incorporated by reference to (a)(5)(B) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(a)(5)(C)

 

Text of Individual and Class Action/Derivative Complaint, dated November 24, 2015 (Henry Tindel v. Scott P. Sider, et al.) (incorporated by reference to (a)(5)(C) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(a)(5)(D)

 

Text of Individual and Class Action/Derivative Complaint, dated November 30, 2015 (David Katz v. Scott P. Sider, et al.) (incorporated by reference to (a)(5)(D) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(a)(5)(E)

 

Text of Individual and Derivative Complaint, dated November 30, 2015 (John Solak v. Matthew Goldfarb, et al.) (incorporated by reference to (a)(5)(E) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated as of October 26, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on October 26, 2015)

 

 

 

(d)(2)

 

Amendment to Agreement and Plan of Merger, dated as of December 11, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on December 14, 2015)

 

 

 

 

(d)(3)

 

Amendment No. 2 to Agreement and Plan of Merger, dated as of December 24, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on December 28, 2015)

 

(g)

 

Not applicable

 

 

 

(h)

 

Not applicable

 

* Filed herewith

 

Item 13.         Information Required by Schedule 13E-3.

 

Not applicable.

 

3


 

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.

 

 

Bridgestone Retail Operations, LLC

 

 

 

 

 

By:

/s/ STUART CRUM

 

 

Name: Stuart Crum

 

 

Title:   President

 

 

 

 

 

TAJ Acquisition Co.

 

 

 

 

 

By:

/s/ STUART CRUM

 

 

Name: Stuart Crum

 

 

Title:   Executive Vice President and Secretary

 

 

Dated:  December 29, 2015

 

4


 

EXHIBIT INDEX

 

(a)(1)(A)

 

Offer to Purchase, dated November 16, 2015 (incorporated by reference to (a)(1)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(B)

 

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to (a)(1)(B) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(C)

 

Form of Notice of Guaranteed Delivery (incorporated by reference to (a)(1)(C) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(D)

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(D) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(E)

 

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to (a)(1)(E) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

(a)(1)(F)

 

Text of joint press release issued by BSRO and Pep Boys, dated October 26, 2015 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by BSRO and Purchaser with the Securities and Exchange Commission on October 26, 2015)

 

 

 

 

(a)(1)(G)

 

Text of summary advertisement, as published in The New York Times on November 16, 2015 (incorporated by reference to (a)(1)(G) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(1)(H)

 

Text of press release of BSRO announcing launch of Tender Offer, dated November 16, 2015 (incorporated by reference to (a)(1)(H) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(1)(I)

 

Text of joint press release by BSRO and Pep Boys, dated December 11, 2015 (incorporated by reference to (a)(1)(I) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 14, 2015)

 

 

 

(a)(1)(J)

 

Amendment and Supplement to Offer to Purchase dated December 14, 2015 (incorporated by reference to (a)(1)(J) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 14, 2015)

 

 

 

 

(a)(1)(K)

 

Text of joint press release by BSRO and Pep Boys, dated December 24, 2015 (incorporated by reference to (a)(1)(K) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 28, 2015)

 

 

 

 

 

 

(a)(1)(L)

 

Second Amendment and Supplement to Offer to Purchase dated December 28, 2015 (incorporated by reference to (a)(1)(L) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on December 28, 2015)

 

 

 

 

 

 

 

(a)(1)(M)*

 

Text of press release by BSRO, dated December 29, 2015

 

 

 

 

(a)(5)(A)

 

Text of Class Action/Derivative Complaint, dated November 10, 2015 (Stephen Bushansky v. Robert H. Hotz, et al.) (incorporated by reference to (a)(5)(A) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 16, 2015)

 

 

 

 

(a)(5)(B)

 

Text of Individual and Class Action/Derivative Complaint, dated November 24, 2015 (Jack Edwards v. Matthew Goldfarb, et al.) (incorporated by reference to (a)(5)(B) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(a)(5)(C)

 

Text of Individual and Class Action/Derivative Complaint, dated November 24, 2015 (Henry Tindel v. Scott P. Sider, et al.) (incorporated by reference to (a)(5)(C) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange

 

5


 

 

 

Commission on November 30, 2015)

 

 

 

(a)(5)(D)

 

Text of Individual and Class Action/Derivative Complaint, dated November 30, 2015 (David Katz v. Scott P. Sider, et al.) (incorporated by reference to (a)(5)(D) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(a)(5)(E)

 

Text of Individual and Derivative Complaint, dated November 30, 2015 (John Solak v. Matthew Goldfarb, et al.) (incorporated by reference to (a)(5)(E) of the Schedule TO-T filed by BSRO and Purchaser with the Securities and Exchange Commission on November 30, 2015)

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated as of October 26, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on October 26, 2015)

 

 

 

(d)(2)

 

Amendment to Agreement and Plan of Merger, dated as of December 11, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on December 14, 2015)

 

 

 

 

(d)(3)

 

Amendment No. 2 to Agreement and Plan of Merger, dated as of December 24, 2015, by and among Pep Boys, BSRO and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Pep Boys with the Securities and Exchange Commission on December 28, 2015)

 

 

 

 

(g)

 

Not applicable

 

 

 

(h)

 

Not applicable

 

* Filed herewith

 

6



Exhibit (a)(1)(M)

 

 

For Immediate Release
Contact: Media Center
877-201-2373

 

BRIDGESTONE AMERICAS, INC.
Communications Department
535 Marriott Drive
Nashville, TN 37214-2373
Phone :877-201-2373
Fax :615-937-1414

 

Bridgestone Will Not Counter Latest Bid for Pep Boys

 

NASHVILLE, Tenn. (December 29, 2015) — Bridgestone Americas, Inc. (Bridgestone) today announced that Bridgestone Retail Operations, LLC (BSRO), a wholly owned subsidiary of Bridgestone, will not present a counter offer to acquire The Pep Boys — Manny, Moe & Jack (Pep Boys; NYSE: PBY), in response to the most recent proposal from Icahn Enterprises L.P. of $18.50 per share.

 

About Bridgestone Corporation:

 

Bridgestone Corporation, headquartered in Tokyo, is the world’s largest tire and rubber company. In addition to tires for use in a wide variety of applications, it also manufactures a broad range of diversified products, which include industrial rubber and chemical products and sporting goods. Its products are sold in over 150 nations and territories around the world.

 

About Bridgestone Americas, Inc.:

 

Nashville, Tennessee-based Bridgestone Americas, Inc. (BSAM) is the U.S. subsidiary of Bridgestone Corporation, the world’s largest tire and rubber company. BSAM and its subsidiaries develop, manufacture and market a wide range of Bridgestone, Firestone and associate brand tires to address the needs of a broad range of customers, including consumers, automotive and commercial vehicle original equipment manufacturers, and those in the agricultural, forestry and mining industries. The companies are also engaged in retreading operations throughout the Western Hemisphere and produce air springs, roofing materials, and industrial fibers and textiles. The BSAM family of companies also operates the world’s largest chain of automotive tire and service centers. Guided by its One Team, One Planet message, the company is dedicated to achieving a positive environmental impact in all of the communities it calls home.

 

About Bridgestone Retail Operations, LLC:

 

Bridgestone Retail Operations, LLC (BSRO) is headquartered in Bloomingdale, Ill., and owns and operates more than 2,200 tire and automotive service centers across the United States — including Firestone Complete Auto Care, Tires Plus, Hibdon Tires Plus and Wheel Works store locations. Credit First National Association and Firestone Complete Fleet Care operations are also part of BSRO. BSRO is a member of the Bridgestone Americas family of companies.

 


 

Forward-Looking Statements:

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “believe,” “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 to expectations and beliefs concerning future events, approvals and transactions held as of the date the statement was made. Forward-looking statements contained in this release may relate to, but are not limited to, statements regarding the anticipated timing of filings relating to the merger and any statements of assumptions underlying any of the foregoing. Such forward-looking statements are based on current expectations and assumptions that involve a number of known and unknown risks, uncertainties and other factors generally beyond the control of management 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 tender offer and the merger. The forward-looking statements included in this announcement are made as of the date hereof. None of Bridgestone, BSRO or Pep Boys is under any obligation to (and each expressly disclaims any such obligation to) update any of the information in this document 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 law.

 

Additional Information:

 

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. BSRO has filed a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other tender offer materials) with the SEC and Pep Boys has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Prior to making any decision regarding the tender offer, Pep Boys shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement as they contain important information. Pep Boys shareholders may obtain the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement may be obtained free of charge from the information agent named in the tender offer materials or by directing a request to Pep Boys, Attention: Brian Zuckerman, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Telephone Number 215-430-9169.

 

###

 

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