Pep Boys Announces Tender Offer and Consent Solicitation for its 7% Notes Due 2005

PHILADELPHIA--Nov. 2, 20049, 2004--The Pep Boys - Manny, Moe & Jack , the nation's leading automotive aftermarket and service chain, announced that it has commenced a cash tender offer (the "Offer") for any and all of its $100,000,000 aggregate principal amount 7% Notes due 2005 (CUSIP 713278AD1) (the "Securities") and a consent solicitation.

The Offer is scheduled to expire at 12:01 a.m. Eastern time on Tuesday, December 28, 2004, unless extended or earlier terminated (the "Expiration Time"). The consent solicitation will expire at 5:00 p.m., Eastern time, on Friday, December 10, 2004, unless extended (the "Consent Payment Deadline"). By the Consent Payment Deadline, Holders tendering their Securities will be required to consent to the amendments to the indenture governing the Securities (the "Indenture"), which, among other things, will eliminate all of the restrictive covenants and all event of default provisions, except for the failure to pay principal or interest on the Securities, contained in the Indenture.

Holders of Securities that validly tender and do not validly withdraw their Securities pursuant to the Offer prior to the Consent Payment Deadline will receive $1,018.50 (the "Total Consideration") plus accrued and unpaid interest on that principal amount to, but not including, the First Settlement Date, upon the terms and subject to the conditions set forth in the Offer to Purchase. The Total Consideration includes a consent payment (the "Consent Payment") of $15.00 per $1,000 principal amount of Securities. Holders of Securities that validly tender their Securities after the Consent Payment Deadline and prior to the Expiration Time will receive $1,003.50 for each $1,000 principal amount of Securities plus accrued and unpaid interest on that principal amount to, but not including, the Final Settlement Date (the "Tender Consideration"), and will not receive the Consent Payment. No tenders will be valid if submitted after the Expiration Time.

The "First Settlement Date" will be promptly after the Consent Payment Deadline for those Securities validly tendered and not validly withdrawn before the Consent Payment Deadline that are accepted. The "Final Settlement Date" will be promptly after the Expiration Time for those Securities validly tendered after the Consent Payment Deadline but before the Expiration Time and not validly withdrawn before the Expiration Time that are accepted. Each of such First Settlement Date and Final Settlement Date is referred to as a "Settlement Date."

Securities purchased pursuant to the Offer will be paid for in same-day funds on the applicable Settlement Date. If the Offer is withdrawn prior to the First Settlement Date or not otherwise completed, no payments will be made with respect to the Offer, previously tendered Securities will be returned promptly and the amendments to the Indenture will not become operative.

The Offer is subject to the satisfaction of certain conditions, including the Company's receipt of tenders of Securities representing a majority of the principal amount of the Securities outstanding and the receipt of financing on terms acceptable to the Company in an amount sufficient to consummate the Offer.

Pep Boys has retained Goldman, Sachs & Co. as the Dealer Manager and Solicitation Agent and Global Bondholder Services, as the Information Agent and Tender Agent for the Offer. The terms of the Offer are described in the Company's Offer to Purchase and Consent Solicitation Statement dated November 29, 2004, copies of which may be obtained from the Information Agent by calling (866) 857-2200 (US toll-free) or (212) 357-7867 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated November 29, 2004.

About Pep Boys

Pep Boys has 595 stores and over 6,000 service bays in 36 states and Puerto Rico. Along with its vehicle repair and maintenance capabilities, the company also serves the commercial auto parts delivery market and is one of the leading sellers of replacement tires in the United States. Customers can find the nearest location by calling 1-800-PEP-BOYS or by visiting pepboys.com.

Certain statements contained herein constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "guidance," "expect," "anticipate," "estimates," "forecasts" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include management's expectations regarding future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. The Company's actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond the control of the Company, including the strength of the national and regional economies, retail and commercial consumers' ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of the Company's stores, competitive pricing, the location and number of competitors' stores, product and labor costs and the additional factors described in the Company's filings with the SEC. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.