Pep Boys 2011 Annual Report Download - page 55

Senior Vice President—Service, Vice President—Real Estate and Development, Vice President—
Operations Administration, and Vice President—Customer Satisfaction.
Troy E. Fee, Senior Vice President—Human Resources, joined the Company in July 2007, after
having most recently served as the Senior Vice President of Human Resources Shared Services for TBC
Corporation, then the parent company of Big O Tires, Tire Kingdom and National Tire & Battery.
Mr. Fee has over 20 years experience in operations and human resources in the tire and automotive
service and repair business.
Brian D. Zuckerman was named Senior Vice President—General Counsel & Secretary on
March 1, 2009 after having most recently served as Vice President—General Counsel & Secretary since
2003. Mr. Zuckerman joined the Company as a staff attorney in 1999. Prior to joining Pep Boys,
Mr. Zuckerman practiced corporate and securities law with two firms in Philadelphia.
Each of the executive officers serves at the pleasure of the Board of Directors of the Company.
ITEM 1A RISK FACTORS
The following section discloses all known material risks that we face. However, it does not include
risks that may arise in the future that are yet unknown nor existing risks that we do not judge material
to the presentation of our financial statements. If any of the events or circumstances described as risk
below actually occurs, our business, results of operations and/or financial condition could be materially
and adversely affected.
Risks Related to Pep Boys
Failure to complete the proposed Merger could adversely affect our business.
On January 29, 2012, we entered into the Merger Agreement, pursuant to which we may be
acquired for $15.00 per share in cash. There is no assurance that our shareholders will approve the
Merger Agreement or that the other closing conditions to the merger will be satisfied. We are subject
to several risks as a result of entering into the Merger Agreement, including the following:
• If the proposed merger is not completed, the share price of our common stock may change to
the extent that the current market price of our common stock reflects an assumption that the
proposed merger will be completed;
• Certain costs related to the proposed merger, including the fees and/or expenses of our legal,
accounting and financial advisors, must be paid even if the proposed merger is not completed;
• Under circumstances as defined in the Merger Agreement, we may be required to pay a
termination fee and/or reimburse expenses if the Merger Agreement is terminated;
• Shareholder lawsuits have been and may be filed against us in connection with the Merger
Agreement;
• Our management and employees’ attention may have been diverted from day-to-day operations;
and
• A failed merger may result in negative publicity and/or a negative impression of us in the
investment community or business community generally.
We may not be able to successfully implement our business strategy, which could adversely affect our
business, financial condition, results of operations and cash flows.
Our long-term strategic plan, which we update annually, includes numerous initiatives to increase
sales, enhance our margins and increase our return on invested capital in order to increase our
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