Pep Boys Announces Proposed Private Placement of Convertible Senior Notes

    PHILADELPHIA--May 15, 2002--The Pep Boys - Manny, Moe & Jack announced today that it intends, subject to market and other conditions, to raise a total of approximately $125 million of gross proceeds through a private placement of Convertible Senior Notes due 2007 (the "Notes").
    Pep Boys intends to grant the initial purchasers of the Notes an option to purchase up to an additional $25 million aggregate principal amount of Notes.
    The Notes will be convertible into shares of Pep Boys Common Stock, par value $1.00 per share, at the option of the holder, at a price to be determined. Pep Boys intends to use the net proceeds from the sale of the Notes to repay debt and for general corporate purposes.
    The Notes are expected to be issued in a private placement and to be resold by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
    The Notes have not been registered under the Securities Act or any state securities laws, and unless they are so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    Cautionary Statement: Pep Boys' statements in this press release that are not historical facts, and that relate to future plans or events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
    These forward-looking statements include Pep Boys' intention to raise proceeds through the offering and sale of the Notes, the intended use of proceeds and the anticipated terms of the Notes. There can be no assurance that Pep Boys will complete the offering on the anticipated terms or at all.
    Pep Boys' ability to complete the offering will depend on, among other things, market conditions. In addition, Pep Boys' ability to complete this offering and Pep Boys' business are subject to the risk factors described in Pep Boys' filings with the Securities and Exchange Commission.

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