UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PETCO ANIMAL SUPPLIES, INC.
(Name of Issuer)
Common Stock
(Title or Class of Securities)
053323 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
CUSIP No. 053323 10 1
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML-Lee Acquisition Fund, L.P.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power -0-
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Reporting (7) Sole Dispositive Power -0-
Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person -0-
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row (9)
0.0%
(12) Type of Reporting Person (See Instructions) PN
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Item 1(a) Name of Issuer:
Petco Animal Supplies, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9125 Renco Road, San Diego, California 92121
Item 2(a) Name of Person Filing:
ML-Lee Acquisition Fund, L.P. (the "Fund") and Thomas
H. Lee Advisors I ("Advisors I"), each of whom may be
deemed to be beneficial owners, for purposes of this
Schedule 13G, of the securities owned directly by the
Fund; ML-Lee Acquisition Fund II, L.P. ("Fund II"),
ML-Lee Acquisition Fund II, L.P. ("Fund II"), ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P. (the
"Retirement Fund"), Thomas H. Lee Advisors II, L.P.
("Advisors II") and T.H. Lee Mezzanine II ("Mezzanine
II"), each of whom may be deemed to be beneficial
owners for purposes of this Schedule 13G, of the
securities owned directly by Fund II and the Retirement
Fund; and Thomas H. Lee.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The Fund: 225 Liberty Street, World Financial
Center, South Tower -
23rd Floor, New York, NY 10080-6123
Advisors I: c/o Thomas H. Lee Company, 75 State
Street, Boston, MA 02109
Fund II: 225 Liberty Street, World Financial
Center, South Tower -
23rd Floor, New York, NY 10080-6123
Retirement Fund: 75 State Street, Boston, MA 02109
Mezzanine II: 75 State Street, Boston, MA 02109
Thomas H. Lee: 75 State Street, Boston, MA 02109
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Item 2(c) Citizenship:
The Fund: Delaware
Advisors I: Massachusetts
Fund II: Delaware
Retirement Fund: Delaware
Advisors II: Delaware
Mezzanine II: Delaware
Thomas H. Lee: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
053323 10 1
Item 3 If Statement filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
(a) [ ] Broker or Dealer
(b) [ ] Bank
(c) [ ] Insurance Company
(d) [ ] Investment Company
(e) [ ] Investment Adviser
(f) [ ] Employee Benefit Plan, Pension Fund or Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
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Item 4 Ownership:
(a) Amount Beneficially Owned: -0-
(b) Percent of Class: -0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
The Fund and Advisors I and each of ML-Lee Acquisition Fund II,
L.P., ML-Lee Acquisition Fund (Retirement Accounts) II, L.P.,
Thomas H. Lee Advisors II, L.P., T.H. Lee Mezzanine II, and
Thomas H. Lee have ceased to be the beneficial owners of any
shares of such class.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
N/A
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Signature
After reasonable 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.
ML-LEE ACQUISITION FUND, L.P.
By: MEZZANINE INVESTMENTS, L.P.
Managing General Partner
By: ML MEZZANINE INC.
General Partner
By: /s/Audrey Bommer
Name: Audrey Bommer
Title: Vice President and
Treasurer
Dated: February 13, 1997
