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As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-03696
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________
PETsMART, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3024325
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
___________
10000 N. 31st Avenue, Suite C-100
Phoenix, AZ 85051
(602) 944-7070
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________
MARK S. HANSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PETsMART, INC.
10000 N. 31ST AVENUE, SUITE C-100
PHOENIX, AZ 85051
(602) 944-7070
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
___________
COPIES TO:
ALAN C. MENDELSON, ESQ.
MICHAEL R. JACOBSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
___________
Approximate date of commencement of proposed sale to public:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
___________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is filed in a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement of the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
___________
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PETsMART, INC.
CROSS-REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Showing Location in Prospectus of Information
Required by Items of Form S-4
Item Number and Heading in Form
S-4
Registration Statement Location in Prospectus
------------------------------- ----------------------
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Facing Page of Registration
Statement and Outside Front Cover Statement, Outside Front Cover
Page of Prospectus Page
2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus Cover Pages
3. Risk Factors, Ratio of Earnings Outside Front Cover Page; The
to Fixed Charges and Other Company, Risk Factors;
Information Incorporation of Certain
Information by Reference
4. Terms of the Transaction Not applicable
5. Pro Forma Financial Information Not applicable
6. Material Contracts with the Not applicable
Company Being Acquired
7. Additional Information Required Resale of Securities Covered by
for Reoffering by Persons and this Prospectus
Parties Deemed to be Underwriters
8. Interests of Named Experts and Legal Matters; Experts
Counsel
9. Disclosure of Commission Position Not applicable
on Indemnification for Securities
Act Liabilities
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 The Company; Incorporation of
Registrants Certain Documents by Reference
11. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
12. Information with Respect to S-2 Not applicable
or S-3 Registrants
13. Incorporation of Certain Not applicable
Information by Reference
14. Information with Respect to Not applicable
Registrants Other Than S-2 or S-3
Registrants
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
15. Information with Respect to S-3 Not applicable
Companies
16. Information with Respect to S-2 Not applicable
or S-3 Companies
17. Information with Respect to Not applicable
Companies Other Than S-2 or S-3
Companies
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents Not applicable
or Authorizations are to be
Solicited
19. Information if Proxies, Consents Not applicable
or Authorizations are not to be
Solicited in an Exchange Offer
<PAGE>
PROSPECTUS
3,564,072 SHARES
PETsMART, INC.
COMMON STOCK
___________________
This Prospectus covers 3,564,072 shares (the "Shares") of the Common Stock,
$.0001 par value ("Common Stock"), of PETsMART, Inc., a Delaware corporation
("PETsMART" or the "Company") that may be offered and issued by the Company from
time to time in connection with the acquisition directly or indirectly by the
Company of other businesses or properties or interests therein, and which may be
reserved for issuance pursuant to, or offered and issued upon exercise or
conversion of, warrants, options, convertible notes, or other similar
instruments issued by the Company from time to time in connection with any such
acquisitions.
It is expected that the specific terms of any acquisition involving the
issuance of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties or interests therein to be acquired by the Company, and that the
shares of Common Stock issued will be valued at prices reasonably related to
market prices current either at the time the terms of the acquisition are agreed
upon or at or about the time of delivery of shares or at such other time or for
such period as may be agreed upon. No underwriting discounts or commissions will
be paid, although finder's fees may be paid from time to time with respect to
specific acquisitions. Any person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive shares of Common Stock covered by this
Prospectus and who may wish to sell such shares under circumstances requiring or
making desirable its use. See "Resale of Securities Covered by this Prospectus"
for information relating to resales pursuant to this Prospectus of shares of
Common Stock issued under this Registration Statement. The Company will not
receive any proceeds from any such resale of shares. Expenses of this offering
will be paid by the Company.
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "PETM." Application will be made to list these shares on the
Nasdaq National Market. The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on September 12, 1996 was $26.25 per share.
____________________
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
September 13, 1996
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is quoted on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006.
ADDITIONAL INFORMATION
A registration statement on Form S-4 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement. The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888), are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1996, filed on or about April 15, 1996, as amended by a Form 10-K/A
filed on or about April 22, 1996, including all material incorporated by
reference therein;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 28, 1996, filed on or about June 12, 1996, including all material
incorporated by reference therein;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 28, 1996, filed on or about September 9, 1996, including all material
incorporated by reference therein;
(d) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and
(e) The description of the Common Stock contained in the Company's Current
Report on Form 8-K dated June 21, 1996 and filed on or about September 10, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently-filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are
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specifically incorporated by reference herein or into such documents). Such
request may be directed to: Investor Relations, PETsMART, Inc., 10000 N. 31st
Avenue, Suite C-100, Phoenix, AZ 85051.
The discussions in this Prospectus and the documents incorporated by
reference herein contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein and in such incorporated documents. Factors that could cause
or contribute to such differences include, but are not limited to, those
discussed under the heading "Risk Factors" herein, as well as those discussed in
the documents incorporated herein by reference.
THE COMPANY
PETsMART is the leading operator of superstores specializing in pet food,
pet supplies, and pet services in the United States. As of July 28, 1996,
PETsMART operated 299 superstores in 33 states. PETsMART expects to open at
least 18 additional superstores during the balance of fiscal 1996. PETsMART
endeavors to offer the pet owner the most complete assortment of pet products
and services available, at prices that are typically 10% to 30% below those
offered by supermarkets and other traditional pet food and pet supply outlets.
PETsMART carries an extensive selection of pet foods and treats, including
premium labels such as Science Diet and Iams, as well as other national brand-
name products such as Ralston Purina and Alpo and its own corporate brand
products. PETsMART's broad assortment of pet supplies includes collars, leashes,
health aids, shampoos, medications, toys, animal carriers, dog houses, cat
furniture, and equestrian supplies. Other products include fresh water tropical
fish and, in most superstores, domestically bred birds. To attract new customers
and to engender customer loyalty, PETsMART is a leader in the introduction of
innovative marketing programs, merchandising techniques and services for the pet
owner. For example, PETsMART offers on-site professional grooming services in
most superstores, conducts periodic vaccination clinics and obedience classes,
sponsors Luv-A-Pet adoption program and, in selected superstores, leases space
to veterinary clinics.
PETsMART's prototype 26,000 square foot superstore carries approximately
12,000 pet-related items as compared to an average of approximately 800 such
items in a typical supermarket, 20 such items in a typical warehouse club, 500
such items in a typical mass merchandiser and 1,000 items in a traditional pet
store. PETsMART's superstores utilize a hybrid retail-warehouse format that
reinforces the image of warehouse shopping at discount prices, enhances
merchandise presentation and provides a fun shopping experience for customers
and their pets. PETsMART superstores are generally located in sites co-anchored
by strong consumables-oriented retailers or other destination superstores, or
near major regional malls.
PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.
On July 19, 1996, the Company effected a 2-for-1 split of its common stock
in the form of a stock dividend to its stockholders of record on July 8, 1996.
All share and per share data in this Registration Statement and the related
Prospectus has been restated to reflect this stock split.
PETsMART was incorporated in Delaware in August 1986. The Company's
principal executive offices are located at 10000 N. 31st Avenue, Suite C-100,
Phoenix, Arizona 85051 and its telephone number is (602) 944-7070.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.
INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS
If PETsMART is to realize the anticipated benefits of its acquisitions of
Petstuff, Inc., a Delaware corporation ("Petstuff"), Sporting Dog Specialties,
Inc., a New York corporation ("Sporting Dog"), The Pet Food Giant, Inc., a New
Jersey corporation ("Pet Food Giant"), and State Line Tack, Inc., a New
Hampshire corporation ("State Line Tack") the operations of all of these
companies must be integrated and combined efficiently. The process of
rationalizing stores, supply and distribution channels, computer and accounting
systems and other aspects of operations, while managing a larger and
geographically expanded entity with new equine and catalog businesses, will
present a significant challenge to PETsMART's management. There can be no
assurance that the integration process will be successful or that the
anticipated benefits of these acquisitions will be fully realized. The
dedication of management resources to such integration may detract attention
from the day-to-day business of the Company. The difficulties of integration may
be increased by the necessity of coordinating geographically separated
organizations, integrating personnel with disparate business backgrounds and
combining different corporate cultures. There can be no assurance that the
Company will be able to achieve any expense reductions with the acquired
companies, that there will not be substantial costs associated with any such
reductions or that such reductions will not result in a decrease in revenues or
that there will not be other material adverse effects of these integration
efforts. Such effects could materially reduce the short-term earnings of the
Company. Subsequent to the Petstuff acquisition, PETsMART incurred a charge in
its fiscal quarter ended July 30, 1995 of $38.9 million to reflect its
acquisition of Petstuff, including transaction costs and costs attributable to
lease cancellations, store conversion expenses, severance and employee
relocation costs, the elimination of duplicate management information systems
and facilities, the write-off of assets, the cancellation of certain contractual
obligations and other integration costs. PETsMART incurred an additional
nonrecurring charge of $10.8 million in its fiscal quarter ended July 28, 1996,
reflecting: (i) lease settlement costs associated with 17 Petstuff stores closed
immediately following the June 1995 acquisition, (ii) lease settlement costs for
seven lease commitments for Petstuff stores that were not opened because they
would have been duplicate or inadequate facilities and (iii) Petstuff store
conversion costs, that were in excess of the Company's original estimates.
PETsMART incurred a charge in its fiscal quarter ended July 30, 1995 of $1.8
million to reflect its acquisition of Sporting Dog, including transaction costs,
costs associated with the closure of inadequate facilities and other integration
costs. PETsMART incurred a charge in its fiscal quarter ended October 29, 1995
of $6.4 million, to reflect its acquisition of Pet Food Giant, including
transaction costs and costs attributable to lease cancellations, store
conversion expenses, employee severance payments, the elimination of duplicate
management information systems and facilities, the write-off of assets, the
cancellation of certain contractual obligations and other integration costs.
PETsMART incurred a charge in its fiscal quarter ending April 28, 1996 of $8.1
million to reflect the acquisition of State Line Tack, including transaction
costs, severance payments and other integration costs. There can be no assurance
that PETsMART will not incur additional charges in subsequent quarters to
reflect costs associated with its acquisitions of Petstuff, Sporting Dog, Pet
Food Giant and State Line Tack. The Company may make other acquisitions in the
future. Acquisitions require significant financial and management resources
both at the time of the transaction and during the process of integrating the
newly acquired business into the Company's operations. The Company's operating
results could be adversely affected if it is unable to successfully integrate
such new companies into its operations. Future acquisitions by the Company
could also result in potentially dilutive issuances of securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's profitability.
EXPANSION PLANS
PETsMART has expanded from two superstores at the beginning of fiscal 1988
to 299 superstores as of July 28, 1996. PETsMART expects to open at least 18
additional superstores during the balance of fiscal 1996. The Company's ability
to continue to open superstores on a timely basis will depend upon a number of
factors, including the identification of suitable sites, the negotiation of
leases for those sites on acceptable terms, the construction or refurbishment of
sites, the hiring, training and retention of skilled managers and personnel and
other factors, some of which may be beyond the Company's control. As a result,
there can be no assurance that the Company will be able to achieve its targets
for opening new superstores. In addition, PETsMART is restricted under its bank
credit facility from incurring capital expenditures (excluding capital leases)
in excess of $65 million in any fiscal year. While PETsMART expects to continue
its current practice of leasing its stores and equipment and does not anticipate
needing a waiver of this restriction, there can be no assurance that this will
be the case, or that if a
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waiver is needed it can be obtained. In addition, PETsMART's bank credit
facility requires PETsMART to meet certain financial covenants, including a
minimum net worth, debt ratio, fixed charge coverage ratio and debt to equity
ratio, and includes restrictions related to payment of cash dividends, capital
expenditures, and PETsMART's ability to incur additional debt (excluding capital
leases). To manage its expansion, PETsMART is continuously evaluating the
adequacy of its existing systems and procedures, including financial controls
and management information systems, product distribution facilities and field
and superstore management. There can be no assurance that PETsMART will
anticipate all of the changing demands which its expanding operations and the
acquisitions of Petstuff, Sporting Dog, Pet Food Giant and State Line Tack will
impose on such systems. PETsMART's failure to expand its distribution
capabilities or other internal systems or procedures as required could adversely
affect its future operating results.
PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS
A majority of PETsMART's superstores have been open for less than three
years. There can be no assurance that PETsMART's existing superstores will
maintain their profitability or that new superstores will generate sales levels
necessary to achieve store-level profitability, much less profitability
comparable to that of existing superstores. PETsMART has recently opened
superstores in new markets and plans to open additional superstores in other new
markets. There can be no assurance that these stores will be profitable in the
near term or that profitability, if achieved, will be sustained. Moreover, the
Petstuff and Pet Food Giant superstores need to be fully integrated into the
PETsMART organization and, in some cases, represent new geographic markets for
PETsMART. Petstuff and Pet Food Giant have incurred losses in their two most
recent fiscal years, primarily due to the limited operating history of many of
their stores and expenses associated with opening new stores and with developing
an infrastructure to support future growth. There can be no assurance that
PETsMART will be able to operate the former Petstuff or Pet Food Giant stores
profitably in the future. Further, PETsMART intends to open additional
superstores in existing markets, which may have the effect of reducing sales at
existing PETsMART superstores. PETsMART's comparable store sales were 19.8%,
19.1%, and 12.5% for fiscal 1993, fiscal 1994, and fiscal 1995, respectively,
and 12.0% for the first two quarters of fiscal 1996. PETsMART anticipates that
its rate of comparable store sales growth may be lower in future periods than
the growth rates previously experienced due to the maturing of the existing
store base and the effects of opening additional stores in existing markets. As
a result of PETsMART's rapid expansion, PETsMART expects its average store
contribution and operating margins to be lower in the near term due to the level
of preopening expenses and the lower anticipated sales volumes of its immature
stores. In addition, certain costs, such as those related to occupancy, are
expected to be higher in some of the new geographic markets PETsMART has
recently entered. Finally, due in part to these acquisitions, period-to-period
comparisons of financial results may not be meaningful and the results of
operations for historical periods may not be indicative of future results.
ENTRY INTO NEW BUSINESSES
PETsMART entered the mail order catalog business with its acquisition of
Sporting Dog and substantially increased its equine direct marketing business
with the acquisition of State Line Tack. Prior to the acquisitions, PETsMART
had no direct experience with the mail order catalog business, and only limited
experience with the equine direct marketing business. There can be no assurance
that the operation of such businesses as PETsMART subsidiaries will be
successful or that the Company's strategy of combining retail store and direct
mail purchasing, marketing and product line offerings will be successful.
CANADIAN OPERATIONS
The Company has announced plans to enter the Canadian market by opening
five superstores in Ontario in the fourth fiscal quarter of 1996. The Company's
management has never operated stores outside of the United States. There can be
no assurance that PETsMART will be able to successfully operate in Canada or
that the international expansion will be implemented successfully.
International expansion will require significant management resources and, if
unsuccessful, may materially and adversely affect the Company.
RELIANCE ON VENDORS AND PRODUCT LINES
Premium pet foods for dogs and cats, such as Science Diet, Iams and
Nature's Recipe, make up a significant portion of PETsMART's revenues.
Currently, premium pet foods are not sold in supermarkets, warehouse clubs or
through other mass merchandisers. The Company may be materially adversely
affected if any of the manufacturers of these premium pet foods were to make
their products available in supermarkets or through other mass merchandisers, or
if the brands currently available to such retailers were to gain market share at
the
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expense of the premium brands sold only through specialty pet food and supply
outlets. In addition, PETsMART's principal vendors currently provide it with
certain incentives, such as volume purchasing, trade discounts, cooperative
advertising and market development funds. A reduction or discontinuance of these
incentives could also have a material adverse effect on the Company. PETsMART
has no supply contracts with any of its premium food or other vendors. While the
Company believes its vendor relationships are satisfactory, a vendor could
discontinue selling to the Company at any time.
COMPETITION
The pet food and supply retailing industry is highly competitive. PETsMART
competes with a wide variety of supermarkets, warehouse clubs and mass
merchandisers, many of which are larger and have significantly greater resources
than PETsMART. PETsMART also competes with a number of other pet supply
warehouse or specialty stores, smaller pet store chains, and independent pet
stores. The industry has become increasingly competitive due to the entrance of
other specialty retailers into the pet food and supply market, some of which
have developed formats similar to that used by PETsMART. If any of the Company's
major competitors, such as supermarkets, warehouse clubs, mass merchandisers or
specialty pet stores, seek to gain or retain market share by reducing prices,
the Company may be required to reduce its prices in order to remain competitive,
which may have the effect of reducing profits. There can be no assurance that
the Company will not face greater competition from other national or regional
retailers in the future.
QUARTERLY AND SEASONAL FLUCTUATIONS
The timing of new superstore openings and related preopening expenses, and
the amount of revenue contributed by new and existing superstores, may cause the
Company's quarterly results of operations to fluctuate. The Company's business
is also subject to some seasonal fluctuation and it expects to realize a higher
portion of its net sales during the month of December than during the other
months of the year and a lower portion of its net sales in the summer months. In
addition, PETsMART superstores typically draw from a large retail area, and can
also therefore be impacted by adverse weather and travel conditions.
CHANGES IN GOVERNMENT REGULATION
The Company is subject to laws governing its relationship with associates,
including minimum wage requirements, overtime, working conditions and
citizenship requirements. An increase in the minimum wage rate, employee benefit
costs or other costs associated with employees could adversely affect the
Company as well as the retail industry in general. In certain locations,
PETsMART leases space to veterinary clinics, including both clinics operated
by a subsidiary of PETsMART and independently-operated clinics, and the
Company intends to lease space to clinics in other superstores as
appropriate. Statutes and regulations in certain states or Canadian provinces
affecting the ownership of veterinary practices or the operation of
veterinary clinics within retail stores may impact the Company's ability to
operate veterinary clinics within certain of its facilities.
DEPENDENCE UPON KEY PERSONNEL
PETsMART is dependent to a large degree on the services of Samuel J.
Parker, Chairman; Mark S. Hansen, President and Chief Executive Officer; and C.
Donald Dorsey, Executive Vice President and Chief Financial Officer. The loss of
the services of Messrs. Parker, Hansen or Dorsey could have a material adverse
effect on PETsMART. In addition, there can be no assurance that PETsMART will be
able to attract and retain additional key personnel with the skills and
expertise necessary to manage its planned growth and expansion. PETsMART has
entered into employment letter agreements with each of Messrs. Parker, Hansen
and Dorsey providing for a severance allowance, equal to one year's base salary,
a pro-rata bonus and a one year contribution of health care benefits, in the
event he is terminated by PETsMART for reasons other than cause. The agreement
with Mr. Parker terminates as of PETsMART's 1997 Annual Stockholders' Meeting,
and the agreements with Messrs. Hansen and Dorsey terminate on February 1, 1998.
ANTI-TAKEOVER MEASURES
The PETsMART Certificate and the PETsMART By-laws include provisions that
may be deemed to have anti-takeover effects and may delay, defer or prevent a
change in management or control that stockholders might consider to be in their
best interests. These provisions include (i) a classified Board of Directors
consisting of three classes, (ii) Board of Directors authorization to issue up
to 10,000,000 shares of preferred stock in one or more series with such rights,
obligations, and preferences as the Board of Directors may provide, (iii)
elimination of the right of stockholders to call special meetings of
stockholders, (iv) the elimination of the right of stockholders to act
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by written consent, and (v) certain advance notice procedures for nominating
candidates for election to the Board of Directors. In addition, the PETsMART
Certificate requires a 66 2/3% vote of stockholders to (i) alter or amend the
PETsMART By-laws; (ii) remove a director without cause; or (iii) alter, amend or
repeal certain sections of the Certificate. In addition, PETsMART is subject to
the provisions of Section 203 of the Delaware Law, which may have the effect of
restricting changes in control.
POSSIBLE VOLATILITY OF STOCK PRICE
Since the initial public offering of the Company's Common Stock in July
1993, the market value of the Company's Common Stock has been subject to
significant fluctuation. The market price of the Common Stock may continue to
be subject to significant fluctuations in response to operating results and
other factors. In addition, the stock market in recent years has experienced
price and volume fluctuations that often have been unrelated or disproportionate
to the operating performance of companies. These fluctuations, as well as
general economic and market conditions, may adversely affect the market price of
the Common Stock.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company that may
be offered and issued by the Company from time to time in connection with the
acquisition of other businesses and properties and interests therein, and upon
exercise or conversion of, warrants, options, convertible debentures, or other
similar instruments issued by the Company from time to time in connection with
any such acquisition. Other than the businesses or properties acquired, there
will be no proceeds to the Company from these offerings. When this Prospectus is
used by a Selling Stockholder in a public reoffering or resale of Common Stock
acquired pursuant to this Prospectus, the Company will not receive any proceeds
from such sale by the Selling Stockholder.
DIVIDEND POLICY
PETsMART has never paid any cash dividends on its Common Stock. The
Company presently intends to retain earnings for use in its business and
therefore does not anticipate paying cash dividends in the foreseeable future.
In addition, the Company is prohibited from paying any cash dividends without
prior bank approval under the terms of its bank credit facility.
RESALE OF SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus, as appropriately amended or supplemented, may, with the
consent of the Company, be used from time to time by persons who have received
shares covered by the Registration Statement in acquisitions of business or
properties or interests therein by the Company, or by their transferees (such
persons being referred to herein as "Selling Shareholders") who wish to offer
and sell the Shares in transactions in which they and any broker-dealer through
whom any of the Shares are sold may be deemed to be underwriters within the
meaning of the Securities Act. The Company will receive none of the proceeds
from any such sales. There presently are no arrangements or understandings,
formal or informal, pertaining to the distribution of the Shares.
Agreements with Selling Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Selling Stockholders enter into custody agreements with one or more banks with
respect to such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately supplemented or amended
when required.
The Company anticipates that resales of the Shares by a Selling Stockholder
may be effected from time to time on the open market in ordinary brokerage
transactions on the Nasdaq National Market, or such other security exchange on
which the Common Stock may be listed, or in private transactions (which may
involve crosses and block transactions). The Shares will be offered for sale at
market prices prevailing at the time of sale or at negotiated prices and on
terms to be determined when the agreement to sell is made or at the time of
sale, as the case may be. The Shares may be offered directly, through agents
designated from time to time, or through brokers or dealers. A member firm of
the National Association of Security Dealers, Inc. may be engaged to act as the
Selling Stockholder's agent in the sale of the Shares by the Selling Stockholder
and/or may acquire Shares as principal. Broker-dealers participating in such
transactions as agent may receive commissions from the Selling Stockholder (and,
if they act as agent for the purchaser of such Shares, from such purchaser).
7.
<PAGE>
Participating broker-dealers may agree with the Selling Stockholder to sell
a specified number of shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as agent for the Selling
Stockholder to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to the Selling Stockholder. In addition
or alternatively, shares may be sold by the Selling Stockholder, and/or by or
through other broker-dealers in special offerings, exchange distributions, or
secondary distributions. Broker-dealers who acquire shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described in the
preceding two sentences) on the Nasdaq National Market or such other security
exchange on which the Common Stock may be listed, in negotiated transactions, or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive commission's
from the purchasers of such shares.
Upon the Company's being notified by the Selling Stockholder that a
particular offer to sell the Shares is made, if a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution, or secondary distribution, or any block
trade has taken place, to the extent required, a supplement to this Prospectus
will be delivered together with this Prospectus and filed pursuant to Rule
424(b) under the Securities Act setting forth with respect to such offer or
trade the terms of the offer or trade; including (i) the name of each Selling
Stockholder, (ii) the number of Shares involved, (iii) the price at which the
Shares were sold, (iv) any participating brokers, dealers, agents or member firm
involved, (v) any discounts, commissions and other items paid as compensation
from, and the resulting net proceeds to, the Selling Stockholder, (vi) that such
broker-dealers did not conduct any investigation to verify the information set
out in this Prospectus, and (vii) other facts material to the transaction.
Shares may be sold directly by the Selling Stockholder or through agents
designated by the Selling Stockholder from time to time. Unless otherwise
indicated in a supplement to this Prospectus, any such agent will be acting on a
best efforts basis for the period of its appointment.
The Selling Stockholder and any brokers, dealers, agents, member firm or
others that participate with the Selling Stockholder in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions or fees received by such persons and any profit on the
resale of the Shares purchased by such person may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company may agree to indemnify the Selling Stockholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Agents may be entitled under
agreements entered into with the Selling Stockholder to indemnification against
certain civil liabilities, including liabilities under the Securities Act.
The Selling Stockholder will be subject to the applicable provisions of the
Exchange Act, and the rules and regulations thereunder, including without
limitation Rules 10b-2, 10b-6, and 10b-7, which provisions may limit the timing
of purchases and sales of any of the Common Stock by the Selling Stockholder.
All of the foregoing may affect the marketability of the Common Stock.
The Company will pay substantially all the expenses incident to this
offering of the Common Stock by the Selling Stockholder to the public other than
brokerage fees, commissions and discounts of underwriters, dealers or agents.
In order to comply with certain states' securities laws, if applicable, the
Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
8.
<PAGE>
EXPERTS
The consolidated financial statements of PETsMART, Inc. as of January 28,
1996 and January 29, 1995 and for each of the three years in the period ended
January 28, 1996, incorporated by reference in this Prospectus, except as they
relate to The Weisheimer Companies, Inc. d/b/a PETZAZZ ("PETZAZZ"), Petstuff,
Inc. ("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting
Dog"), and The Pet Food Giant, Inc. ("Pet Food Giant"), have been audited by
Price Waterhouse LLP, independent accountants, and insofar as they relate to the
financial statements of PETZAZZ for the ten months ended January 31, 1994, not
included separately herein, by Coopers and Lybrand L.L.P., to Petstuff as of
January 29, 1995 and for each of the two years in the period ended January 29,
1995, not included separately herein, by Deloitte & Touche LLP, to Sporting Dog
as of January 31, 1995 and for each of the two years in the period ended January
31, 1995, not included separately herein, by Davie, Kaplan & Braverman, P.C.,
and to Pet Food Giant as of December 31, 1994 and for each of the two years in
the period ended December 31, 1994, not included separately herein, by Coopers &
Lybrand L.L.P., whose reports are incorporated by reference. Such financial
statements have been so incorporated in reliance on the reports of such
independent accountants given on the authority of said firms as experts in
auditing and accounting.
The consolidated balance sheet of Petstuff, Inc. and subsidiaries as of
January 29, 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the two years in the period
ended January 29, 1995 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report incorporated by reference herein (which report expresses an unqualified
opinion and includes an explanatory paragraph regarding a certain complaint) and
has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The combined financial statements of Sporting Dog Specialties, Inc. and
affiliates as of January 31, 1995 and the related combined statements of income
and cash flows for each of the two years in the period ended January 31, 1995
incorporated by reference in this Prospectus, have been audited by Davie, Kaplan
& Braverman, P.C., independent auditors, as stated in their report incorporated
by reference herein and are so incorporated in reliance upon the report of such
firm given on their authority as experts in accounting and auditing.
The consolidated financial statements of The Pet Food Giant, Inc. as of
December 31, 1994 and for the two years in the period ended December 31, 1994
incorporated by reference in this Prospectus, have been audited by Coopers &
Lybrand L.L.P., independent auditors, as stated in their report incorporated by
reference herein and is so incorporated in reliance upon the report of such firm
given on their authority as experts in accounting and auditing.
The consolidated financial statements of State Line Tack, Inc. as of
December 31, 1995 and for each of the three years in the period ended December
31, 1995, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent auditors, as stated in their report
incorporated by reference herein and is so incorporated in reliance upon the
report of such firm given on their authority as experts in accounting and
auditing.
The supplemental consolidated financial statements of PETsMART as of
January 28, 1996 and January 29, 1995 and for each of the three years in the
period ended January 28, 1996, incorporated by reference in this Prospectus,
except as they relate to PETZAZZ, Petstuff, Sporting Dog, Pet Food Giant and
State Line Tack, Inc. ("State Line"), have been audited by Price Waterhouse LLP,
independent accountants, and insofar as they relate to the financial statements
of Pet Food Giant as of December 31, 1994 and for each of the two years in the
period ended December 31, 1994, not included separately herein, by Coopers &
Lybrand L.L.P., and insofar as they relate to the financial statements of State
Line, as of December 31, 1995 and for each of the three years in the period
ended December 31, 1995, not included separately herein, by Arthur Andersen LLP,
and insofar as they relate to the financial statements of Petstuff as of
January 29, 1995 and for each of the two years in the period ended January 29,
1995, not included separately herein, by Deloitte & Touche LLP, and insofar as
they relate to the financial statements of Sporting Dog as of January 31, 1995
and for each of the two years in the period ended January 31, 1995, not included
separately herein, by Davie, Kaplan and Braverman, P.C., and insofar as they
relate to the financial statements of PETZAZZ for the ten months ended January
31, 1994 not included separately herein, by Coopers & Lybrand L.L.P., whose
reports thereon are incorporated by reference. Such financial statements have
been so incorporated in reliance on the reports of such independent accountants
given on the authority of such firms as experts in auditing and accounting.
9.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such other information and representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer or solicitation by anyone in any state
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to the date hereof.
_________________________
TABLE OF CONTENTS
PAGE
Available Information ....................................................... 2
Additional Information....................................................... 2
Incorporation of Certain
Documents by Reference....................................................... 2
The Company.................................................................. 3
Risk Factors................................................................. 4
Use of Proceeds.............................................................. 7
Dividend Policy.............................................................. 7
Resale of Securities Covered by this Prospectus.............................. 7
Legal Matters................................................................. 8
Experts ...................................................................... 9
__________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3,564,072 SHARES
PETsMART, INC.
COMMON STOCK
___________________
PROSPECTUS
___________________
September 13, 1996
___________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates
except for the registration fee.
Registration fee . . . . . . . . . . . . . . . $ 25,863
Blue sky qualification fees and expenses . . . . . 5,000
Printing and engraving expenses. . . . . . . . . . 5,000
Legal fees and expenses. . . . . . . . . . . . . . 40,000
Accounting Fees and Expenses . . . . . . . . . . . 40,000
Miscellaneous . . . . . . . . . . . . . . . 9,137
-----------
Total $ 125,000
-----------
-----------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.
The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.
The Registrant has purchased an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities arising under
the Securities Act or otherwise.
II-1
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits.
Exhibit
Number Description of Document
------- -----------------------
5.1 Opinion of Cooley Godward LLP.*
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Davie, Kaplan & Braverman, P.C.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP.
23.7 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of The
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for the other items of the applicable form.
II-2
<PAGE>
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4 , 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning the transaction, and the Company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective, to the extent required by the
rules and regulations of the Securities and Exchange Commission.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-4 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Phoenix, State of Arizona, on September 12, 1996.
PETsMART, Inc.
By /s/ Mark S. Hansen
__________________________________
Mark S. Hansen
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
* Chairman of the Board September 12, 1996
_____________________________
Samuel J. Parker
/s/ Mark S. Hansen President, Chief Executive Officer and Director September 12, 1996
______________________________ (PRINCIPAL EXECUTIVE OFFICER)
Mark S. Hansen
* Executive Vice President and Chief Financial September 12, 1996
_______________________________ Officer (PRINCIPAL FINANCIAL AND
Donald C. Dorsey ACCOUNTING OFFICER)
* Director September 12, 1996
________________________________
Denis L. Defforey
* Director September 12, 1996
_______________________________
Donna R. Ecton
* Director September 12, 1996
_______________________________
Philip L. Francis
Director
_______________________________
Richard M. Kovacevich
* Director September 12, 1996
________________________________
Lawrence S. Phillips
* Director September 12, 1996
________________________________
Thomas G. Stemberg
* Director September 12, 1996
________________________________
* By: /s/ Mark S. Hansen
_____________________________
Mark S. Hansen
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE NUMBER
- ------ ----------------------- ------------
5.1 Opinion of Cooley Godward LLP.*
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Davie, Kaplan & Braverman, P.C.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP.
23.7 Consent of Cooley Godward LLP. Reference is made
to Exhibit 5.1.
* Previously filed
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No.1 to the Registration
Statement on Form S-4 (No. 333-03696) of PETsMART, Inc. of our report dated
March 22, 1996 appearing on page F-2 of the Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report dated March 22,
1996, appearing on pages F-2 and F-3 of the Current Report on Form 8-K/A
dated January 30, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
Price Waterhouse LLP
Phoenix, Arizona
September 12, 1996
<PAGE>
Exhibit 23.2(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-4 (File No. 333-03696) of PETsMART, Inc. and Subsidiaries
of our report dated March 24, 1994, on our audits of the financial statements
of The Weisheimer Companies, Inc., which report is included on Form 8-K/A of
PETsMART, Inc. and Subsidiaries dated January 30, 1996 filed on or about
April 15, 1996.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
September 12, 1996
<PAGE>
Exhibit 23.2(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-4 (File No. 333-03696) of PETsMART, Inc. and Subsidiaries
of our report dated March 24, 1994, on our audits of the financial statements
(not included separately in the Annual Report on Form 10-K) of The Weisheimer
Companies, Inc., which report is included on Form 10-K of PETsMART, Inc. and
Subsidiaries for fiscal year ended January 28, 1996.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
September 12, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the following Registration
Statements of PETsMART, Inc.:
Registration Statement No. Form
------------------------- ----
33-95008 S-3
33-99197 S-3
333-03251 S-3
333-03696 S-4
To be filed on or about September 13, 1996 S-3
of our report dated March 17, 1995 (June 21, 1995 as to Note 11)(which
expresses an unqualified opinion and includes an explanatory paragraph
regarding a certain complaint), relating to the consolidated financial
statements of Petstuff, Inc. and subsidiaries as of January 29, 1995 and for
each of the two years in the period ended January 29, 1995, appearing in the
Current Report on Form 8-K/A of PETsMART, Inc. dated January 30, 1996 and in
the Annual Report on Form 10-K of PETsMART, Inc. for the fiscal year ended
January 28,1996, and to the reference to us under the heading "Experts" in
each Prospectus, which is part of these Registration Statements.
DELOITTE & TOUCHE LLP
Atlanta, Georgia.
September 12, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 (No. 333-03696) of PETsMART, Inc. of our report dated
June 9, 1995, relating to the combined financial statements of Sporting Dog
Specialties, Inc. and Affiliates which appears in the Annual Report on Form
10-K. We also consent to the incorporation by reference of our report dated
June 9, 1995 which appears in the Current Report on Form 8-K/A dated January
30, 1996. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
DAVIE, KAPLAN & BRAVERMAN, P.C.
Rochester, New York
September 12, 1996
<PAGE>
Exhibit 23.5(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, File No. 333-03696,
of our report dated April 21, 1995, on our audits of the financial statements
(not included separately in the Annual Report on Form 10-K) of The Pet Food
Giant, Inc., as of December 31, 1994 and December 25, 1993 and for each of
the two years ended December 31, 1994, which report is included on Form 10-K
of PETsMART, Inc. for the fiscal year ended January 28, 1996.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
September 12, 1996
<PAGE>
Exhibit 23.5(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, File No. 333-03696,
of our report dated April 21, 1995, on our audits of the financial statements
of The Pet Food Giant, Inc., as of December 31, 1994 and December 25, 1993
and for each of the two years ended December 31, 1994, which report is
included on Form 8-K/A of PETsMART, Inc., dated January 30, 1996 filed on or
about April 15, 1996.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
September 12, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-4 of our report dated March 22, 1996 on the
financial statements of State Line Tack, Inc. (the Company) as of December
31, 1995 and 1994, and for the three year period ended December 31, 1995
included in PETsMART, Inc.'s Form 8-K/A filed on April 15, 1996. It should be
noted that we have not audited any financial statements of the Company
subsequent to December 31, 1995 or performed any audit procedures subsequent
to the date of our report.
Arthur Andersen LLP
Boston, Massachusetts
September 12, 1996
