UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- - - ---------------------------------
OMB APPROVAL
- - - ---------------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response.........14.90
- - - ---------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PETsMART, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
716768106
(CUSIP Number)
William D. Savoy Alan Koslow
Vulcan Ventures Incorporated Foster Pepper & Shefelman
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-8922
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 28, 1996
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. |_|
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (2/92)
<PAGE>
- - - ------------------------------------------------------------------------------
CUSIP NO. 716768106 13D Page 2 of 8 Pages
- - - ------------------------------------------------------------------------------
- - - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated 91-1374788
- - - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- - - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- - - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)
- - - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington corporation
- - - ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------
8 SHARED VOTING POWER
5,484,548 shares
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,484,548 shares
- - - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,484,548 shares
- - - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- - - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
- - - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- - - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- - - ------------------------------------------------------------------------------
CUSIP NO. 716768106 13D Page 3 of 8 Pages
- - - ------------------------------------------------------------------------------
- - - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
- - - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- - - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- - - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)
- - - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
- - - ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------
8 SHARED VOTING POWER
5,484,548 shares
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,484,548 shares
- - - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,484,548 shares
- - - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- - - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
- - - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock, $0.0001 par value per
share, of PETsMART, Inc.
Name and Address of Principal Executive Offices of the Issuer:
PETsMART, Inc.
10000 N. 31st Ave., Suite C-100
Phoenix, Arizona 85051
Item 2. Identity and Background
(a) Name of Person Filing: Vulcan Ventures Incorporated ("Vulcan Ventures")
State of Organization: Washington
(b) Principal Business: Investments in various companies
(c) Address of Principal
business: 110-110th Avenue N. E.,
Suite 550
Bellevue, Washington 98004
Address of Principal
Office: 110-110th Avenue N. E.,
Suite 550
Bellevue, Washington 98004
(d) Conviction in a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and as a result
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such
laws: No
The names, business address, present principal occupation and citizenship
of each executive officer, director and controlling person of Vulcan Ventures is
as follows: Paul G. Allen (See Page 7 of 8)
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite 550,
Bellevue, WA 98004. Mr. Savoy is Vice President and Director of Vulcan Ventures
and President, Secretary, Director and Chairman of Vulcan Northwest Inc.
Citizenship is U.S.
Bert E. Kolde, The Paul Allen Group, 110-110th Avenue N.E., Suite 530,
Bellevue, Washington 98004. Principal occupation is Vice President of The Paul
Allen Group and Vice President, Secretary, Treasurer and Director of Vulcan
Ventures. Citizenship is U.S.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite 550,
Bellevue, WA 98004. Ms. Patton is Vice President, Vice Chairman and Director of
Vulcan Ventures and Vice President, Director and Vice Chairman of Vulcan
Northwest Inc. Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years none
of these people have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or a party to a civil proceeding as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
Page 4 of 8
<PAGE>
Item 3: Source and Amount of Funds or Other Consideration
The sole source of funds used in purchasing the 10,000 shares of Common
Stock reported herein in Item 5(c) was the working capital of Vulcan Ventures.
The amount of funds used in such purchase was $271,254.
Regarding Paul G. Allen (See Page 7 of 8)
Item 4. Purpose of Transaction
Vulcan Ventures has acquired the shares of PETsMART, Inc. for investment
purposes. At this time, it has no intention of acquiring additional shares of
PETsMART, Inc., although it reserves the right to make additional purchases from
time to time. Any decision to make such additional purchase will depend,
however, on various factors, including, without limitation, the price of the
common stock, stock market conditions and the business prospects of PETsMART,
Inc. Vulcan Ventures has no present intention or arrangements or understandings
to effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Shares of Common Stock of PETsMART, Inc.
Beneficially Owned:
5,484,548 shares
Percentage of Common Stock of PETsMART, Inc. Owned (based on 105,517,236
shares of common stock outstanding as of August 28, 1996): 5.20%
The number of shares of Common Stock reported herein give effect to a
3-for-2 stock split declared in May 1995 and a 2-for-1 stock split in July 1996.
To the best knowledge of Vulcan Ventures, its directors, executive officers
and controlling persons beneficially own the following shares of the Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan Ventures
beneficially owns 5,484,548 shares (which is the 5,484,548 shares owned by
Vulcan Ventures).
William D. Savoy, Director and Vice President of Vulcan Ventures,
beneficially owns 10,900 shares of Common Stock.
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 5,484,548 shares
Shared Dispositive Power: 5,484,548 shares
(c) The following transactions in Common Stock of PETsMART, Inc. were open
market purchases on The Nasdaq Stock Market effected by Vulcan Ventures
during the past 60 days:
Trade date Number of Shares Price
of Purchases of Common Stock Per Share
10/28/96 10,000 $27.125
(d) Not applicable
(e) Not applicable
Page 5 of 8
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither Vulcan Ventures nor any of the executive officers, directors or
controlling persons of Vulcan Ventures, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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.
VULCAN VENTURES INCORPORATED
December 13, 1996 By: /s/ Paul G. Allen
(Date) Paul G. Allen, President
Page 6 of 8
<PAGE>
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock, $0.0001 par value per
share, of PETsMART, Inc.
Name and Address of Principal Executive Offices of the Issuer:
PETsMART, Inc.
10000 N. 31st Ave., Suite C-100
Phoenix, Arizona 85051
Item 2. Identity and Background
(a) Name of Person Filing: Paul G. Allen, Director, President and
sole shareholder of Vulcan Ventures
(b) Business Address: 110-110th Avenue N. E.
Suite 550
Bellevue, Washington 98004
(c) Principal Occupation and the Name of Principal Business and Address of
any corporation in which such employment is conducted:
Chairman
Asymetrix Corporation
110 - 110th Ave. N.E., Suite 717
Bellevue, WA 98007
(d) Conviction of a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the last five years: No
(e) Party in a Civil Proceeding during the last five years and as a result
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to
such laws: No
(f) Citizenship: U.S.
Item 3: Source and Amount of Funds or Other Consideration
The sole source of funds used in purchasing the 10,000 shares of Common
Stock reported herein in Item 5(c) was the working capital of Vulcan Ventures.
The amount of funds used in such purchase was $271,254.
Item 4. Purpose of Transaction
Vulcan Ventures has acquired the shares of PETsMART, Inc. for investment
purposes. At this time, it has no intention of acquiring additional shares of
PETsMART, Inc., although it reserves the right to make additional purchases from
time to time. Any decision to make such additional purchase will depend,
however, on various factors, including, without limitation, the price of the
common stock, stock market conditions and the business prospects of PETsMART,
Inc. Vulcan Ventures has no present intention or arrangements or understandings
to effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D.
Except as set forth herein, Paul G. Allen does not have any plans or
proposals that relate to or would result in any of the matters specified in
Item 4.
Page 7 of 8
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Shares of Common Stock of PETsMART, Inc.
Beneficially Owned:
5,484,548 shares
Percentage of Common Stock of PETsMART, Inc. Owned (based on 105,517,236
shares of common stock outstanding as of August 28, 1996): 5.20%
The number of shares of Common Stock reported herein give effect to a
3-for-2 stock split declared in May 1995 and a 2-for-1 stock split in July 1996.
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 5,484,548 shares
Shared Dispositive Power: 5,484,548 shares
(c) The following transactions in Common Stock of PETsMART, Inc. were
open market purchases on The Nasdaq Stock Market effected by Vulcan
Ventures during the past 60 days:
Trade date Number of Shares Price
of Purchases of Common Stock Per Share
10/28/96 10,000 $27.125
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Paul G. Allen does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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.
December 13, 1996 /s/ Paul G. Allen
(Date) Paul G. Allen
Page 8 of 8
<PAGE>
