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| PBY > SEC Filings for PBY > Form 8-K on 19-Apr-2012 | All Recent SEC Filings |
19-Apr-2012
Other Events, Financial Statements and Exhibits
On April 19, 2012, The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the "Company"), issued a press release announcing the establishment of a record date and meeting date for the special meeting of its shareholders to consider and vote upon, among other things, the proposal to adopt the previously announced merger agreement, entered into on January 29, 2012, by and among the Company, Auto Acquisition Company, LLC, a Delaware limited liability company ("Parent"), and Auto Mergersub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent and to approve the transactions contemplated thereby, including the merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This filing contains forward-looking statements, which may be identified by
words such as "believes," "expects," "anticipates," "estimates," "projects,"
"intends," "should," "seeks," "future," "continue," or the negative of such
terms, or other comparable terminology. Forward-looking statements are subject
to risks, uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to vary materially from those
expressed in or indicated by them. Factors that could cause actual results to
differ materially include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the merger agreement; (2) the outcome of any legal proceedings that may be
instituted against the Company and others following announcement of the merger
agreement; (3) the inability to complete the merger due to the failure to
satisfy the conditions to the merger, including obtaining the affirmative vote
of at least a majority of the votes cast by the holders of the Company's
outstanding shares of common stock entitled to vote on the adoption of the
merger agreement; (4) risks that the proposed transaction disrupts current plans
and operations and potential difficulties in employee and customer retention as
a result of the merger; (5) the ability to recognize the benefits of the merger;
(6) legislative, regulatory and economic developments; and (7) other factors
described in the Company's filings with the SEC. Many of the factors that will
determine the outcome of the subject matter of this filing are beyond the
Company's ability to control or predict. The Company can give no assurance that
the conditions to the merger will be satisfied. Except as required by law, the
Company undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. The Company is not responsible
for updating the information contained in this filing beyond the published date,
or for changes made to this filing by wire services or Internet service
providers.
Additional Information and Where to Find It
The Company filed Amendment No. 1 to its preliminary proxy statement on Schedule
14A with the SEC on April 6, 2012. When completed, a definitive proxy statement
and a form of proxy will be mailed to the shareholders of the Company. The
Company and Parent also intend to file other relevant materials with the SEC.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE
PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT,
BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
ACQUISITION. The definitive proxy statement will be mailed to shareholders of
the Company. Investors and security holders may obtain a free copy of the proxy
statement when it becomes available, and other documents filed by the Company
with the SEC, at the SEC's web site at http://www.sec.gov. Free copies of the
proxy statement, when it becomes available, and the Company's other filings with
the SEC may also be obtained from the Company by directing a request to the
Company, Attention: Investor Relations, Mike Melia, or by calling (215)
430-9459.
Participants in Solicitation
The Company and its directors, executive officers and other members of its management and employees may be deemed to be soliciting proxies from the Company's shareholders in favor of the proposed acquisition. Information regarding the Company's directors and executive officers is available in its Annual Report on Form 10-K for the fiscal year ended January 28, 2012 filed with the SEC on April 11, 2012. Additional information regarding the interests of the Company and its directors and executive officers in the proposed acquisition, which may be different than those of the Company's shareholders generally, is included in the preliminary proxy statement filed with the SEC and will be included in the definitive proxy statement and other relevant documents filed with the SEC when they become available.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
Press release issued on April 19, 2012 by The Pep Boys - Manny, Moe &
99.1 Jack announcing the establishment of a record date and meeting date for
the special meeting of its shareholders.
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