SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PETsMART, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
716768106
- -------------------------------------------------------------------------------
(CUSIP Number)
Yves Sisteron
602 No. Crescent Drive
Beverly Hills, CA 90210
(310) 785-5151
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 1998
- -------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following
box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
Page 1 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes). Schedule 13D
Page 2 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 3 of 10 Pages
- ----------------------------- -------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fourcar, B.V.
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
- --------
4 SOURCE OF FUNDS*
OO
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
The Netherlands
- -------- -----------------------------------------------------------------------
--------- -------------------------------------------
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned
-0-
--------- -------------------------------------------
--------- -------------------------------------------
by each 8 SHARED VOTING POWER
13,182,584
--------- -------------------------------------------
--------- -------------------------------------------
reporting person 9 SOLE DISPOSITIVE POWER
with
-0-
--------- -------------------------------------------
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
13,182,584
- -------------------------- --------- -------------------------------------------
- -------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,182,584
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------- -----------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 4 of 10 Pages
- ----------------------------- -------------------------------
- ------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carrefour S.A.
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
- --------
4 SOURCE OF FUNDS*
OO
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
France
- -------- -----------------------------------------------------------------------
--------- -------------------------------------------
Number of 7 SOLE VOTING POWER
Shares
-0-
--------- -------------------------------------------
--------- -------------------------------------------
Beneficially owned by 8 SHARED VOTING POWER
each
13,182,584
--------- -------------------------------------------
--------- -------------------------------------------
reporting person 9 SOLE DISPOSITIVE POWER
with
-0-
--------- -------------------------------------------
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
13,182,584
- -------------------------- --------- -------------------------------------------
- -------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,182,584
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------- -----------------------------------------------------
Page 4 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 5 of 10 Pages
- ----------------------------- -------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 6 of 10 Pages
- ----------------------------- -------------------------------
This statement constitutes Amendment No. 1 ("Amendment No. 1") to the
Statement on Schedule 13D, dated July 8, 1996 (the "Schedule 13D"), filed by
Fourcar B.V., a Netherlands corporation ("Fourcar"), and is filed in respect of
the beneficial ownership by Fourcar and Carrefour S.A. (collectively, the
"Reporting Persons") of shares of the common stock, par value $.0001 per share
(the "Common Stock"), of PETsMART, Inc., a Delaware corporation (the "Company").
The name, principal occupation and business address of each director and
executive officer of each of the Reporting Persons is set forth on Schedule A to
this Amendment. Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Schedule 13D. Pursuant to Rule 101(a)(v) of
Registration S-T, the Schedule 13D has been filed as Exhibit C to this Amendment
No. 1 and is incorporated herein by reference.
Item 2 is amended as follows:
(a) Carrefour S.A., a French corporation.
(b) 6 Avenue Raymond-Poincare - 75116 Paris, France.
(c) Carrefour is a global retailer.
(d) No.
(e) No.
(f) France.
Item 3 is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
------ --------------------------------------------------
On August 28, 1998, Carrefour S.A. ("Carrefour"), the indirect parent
of Fourcar, and Societe de Noyange S.A. ("DN"), a French company holding
approximately 18.5% of Carrefour's share capital and 28.2 % of Carrefour's
voting rights, executed a merger agreement (the "Merger Agreement") providing
for the merger of DN with and into Carrefour (the "Merger") under the merger
scheme applicable in France ("fusion absorption"). Shareholders of Carrefour and
DN approved the Merger on or about November 9, 1998. In the Merger, shareholders
of DN received newly issued shares of the capital of Carrefour in exchange for
their shares of the capital of DN in accordance with an exchange ratio
established pursuant to the Merger Agreement. As a result of the Merger,
Carrefour succeeded to the indirect beneficial ownership of 3,519,566 shares of
the Common Stock of the Company indirectly held by DN immediately prior to the
Merger.
Item 4. Purpose of Transaction. The Merger was effected to simplify
the shareholding structure of Carrefour and to provide liquidity to the holders
of DN shares. In the
Page 6 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 7 of 10 Pages
- ----------------------------- -------------------------------
Merger, DN shares were exchanged for shares in Carrefour, which are publicly
traded in France. The Reporting Persons do not have any plans or proposals which
relate to or would result in any of the actions or transactions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may
from time to time discuss among themselves and with other persons market
conditions and other factors concerning their interests in the Company, as well
as specific actions that might be taken in light of prevailing circumstances
with respect to such interests. The Reporting Persons reserve the right from
time to time to acquire or dispose of the shares of the Common Stock, or to
formulate other purposes, plans or proposals regarding the Company to the extent
deemed advisable in light of general investment policies, market conditions and
other factors.
Item 5. Interest in Securities of Issuer.
------ ---------------------------------
As a result of the Merger, Carrefour may be deemed to have become the
beneficial owner of an additional 3,519,566 shares of Common Stock, or 3.04% of
the Common Stock issued and outstanding, resulting in the Reporting Persons
having aggregate beneficial ownership of 13,182,584 shares of Common Stock, or
11.39% of the then issued and outstanding Common Stock (based on 115,788,223
outstanding shares of Common Stock on June 5, 1998 as reported in the Company's
Quarterly Report on Form 10-Q for the period ended May 3, 1998). As of the date
hereof, the Reporting Persons are the beneficial owners, with (in the case of
Carrefour, through its respective subsidiaries) shared voting and dispositive
power of an aggregate 13,182,584 shares of Common Stock, or 11.33% of the Common
Stock issued and outstanding (based on 116,361,390 shares of Common Stock
outstanding on December 11, 1998 as reported in the Company's Quarterly Report
on Form 10-Q for the period ended November 1, 1998).
Item 6 is hereby amended as follows:
Item 6. Contracts, Arrangements, Understanding or Relationships
------ -------------------------------------------------------
with Respect to the Securities of the Issuer.
---------------------------------------------
As described in Item 5, pursuant to the Merger, Carrefour acquired
indirect beneficial ownership of shares of Common Stock which prior to the
Merger were indirectly held by DN. Other than the Merger Agreement, the
Reporting Persons are not a party to any agreement relating to the Common Stock.
Page 7 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 8 of 10 Pages
- ----------------------------- -------------------------------
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Exhibit A -- Power of Attorney (Carrefour S.A.)
Exhibit B -- Power of Attorney (Fourcar, B.V.)
Exhibit C -- Schedule 13D dated July 8, 1996 filed by Fourcar B.V.
Exhibit D -- Merger Agreement (translated from the French).
Exhibit E -- Joint Filing Agreement, dated as of February 17, 1999,
among the Reporting Persons
Page 8 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 9 of 10 Pages
- ----------------------------- -------------------------------
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief of the
Reporting Persons, the Reporting Persons certify that the information set forth
in this statement is true, complete and correct.
FOURCAR, B.V.
Dated: February 17, 1999 By: /s/ Yves Sisteron
----------------------------
Name: Yves Sisteron
Title: Authorized Signatory
CARREFOUR S.A.
Dated: February 17, 1999 By: /s/ Yves Sisteron
----------------------------
Name: Yves Sisteron
Title: Authorized Signatory
Page 9 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 10 of 10 Pages
- ----------------------------- -------------------------------
Schedule A to Amendment No. 1
to Schedule 13D
The name and principal occupation of the directors and executive officers of
each of the Reporting Persons is set forth below. The business address of each
is c/o Carrefour, 6 avenue Raymond Poincare, 75016 Paris, France, unless
otherwise indicated.
Jacques Badin President of Fourcar, Director of Fourcar and
Director of Carrefour
Daniel Bernard CEO and Chairman of the Board of Carrefour
Christian Blanc Former CEO Air France, Director of Carrefour
Herve Defforey Chief Financial Officer and Director of Carrefour,
Supervisor of Fourcar, Director of Fourcar
Thierry Defforey Director of Carrefour
Francois Henrot Associated Manager of Banque Rothschild,
Director of Carrefour
Carlos March President, CEO of Group March,
Director of Carrefour
Jacques Fournier Former President and CEO Carrefour,
Director of Carrefour
Sergio Dias Supervisor, Group Controller of Carrefour,
Director of Fourcar
Etienne Van Dyck Supervisor, General Counsel of Carrefour,
Director of Fourcar
Page 10 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 1 Pages
- ----------------------------- -------------------------------
EXHIBIT A TO AMENDMENT NO. 1
TO SCHEDULE 13D
POWER OF ATTORNEY
General
This Power of Attorney is made as of this 12th day of February 1999 by Carrefour
S.A., a societe anonyme (corporation) (the "Principal"), resident in Paris,
France in these presents represented by Mr. Etienne VAN DYCK, General Counsel of
the Principal.
For the term commencing on the day hereof and remaining in effect until revoked
by an instrument in writing, the Principal (1) does hereby nominate, constitute
and appoint Yves Sisteron as the Principal's true and lawful attorney in fact,
to act in Principal's name and stead, and for the Principal's use and benefit
(2) does hereby grant to said attorney in fact full and complete authority to
execute and act on the Principal's behalf in connection with documents to be
filed with, and make declarations and statements for and to, U.S. governmental
and quasi-governmental agencies and regulatory authorities, including, without
limitation, the Internal Revenue Service, Securities and Exchange Commission,
Federal Trade Commission, and U.S. courts.
This Power of Attorney is granted upon the following conditions:
a. That the said attorney supplies to the Principal and original of any
documents signed pursuant to this Power of Attorney immediately upon
such signature;
b. That the attorney promptly informs the Principal of any oral engagement
undertaken by him with any person pursuant to this Power of Attorney;
c. That the attorney furnishes a full report to the Principal on a regular
basis of his activities pursuant to the exercise of these powers
granted by the Principal.
GIVING AND GRANTING to said attorney in fact full power and authority, but
without the power of substitution, to do and perform all and every act and thing
whatsoever requisite necessary or proper to be done relative to any of the
foregoing as fully as the Principal might or could do if personally present and
whereby ratifying and confirming all that said attorney in fact shall lawfully
do or cause to be done under the authority of this Power of Attorney.
This Power of Attorney shall be subject to French law and the Jurisdiction of
the Court of Appeal of Paris and its subsidiary courts.
IN WITNESS WHEREOF, this Power of Attorney is made and executed as of the date
first set forth above.
This power is given for one year beginning as of the date first set forth in the
above and may be renewed in writing.
CARREFOUR S.A.
Name: E. VAN DYCK
Title: General Counsel
Page 11 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 1 Pages
- ----------------------------- -------------------------------
EXHIBIT B TO AMENDMENT NO. 1
TO SCHEDULE 13D
POWER OF ATTORNEY
General
This Power of Attorney is made as of this 12th day of February 1999 by Fourcar
B.V., a closed company with limited liability (the "Principal"), resident in
Amsterdam, The Netherlands in these presents represented by Mr. Jacques BADIN,
Managing Director of the Principal.
For the term commencing on the day hereof and remaining in effect until revoked
by an instrument in writing, the Principal (1) does hereby nominate, constitute
and appoint Yves Sisteron as the Principal's true and lawful attorney in fact,
to act in Principal's name and stead, and for the Principal's use and benefit
(2) does hereby grant to said attorney in fact full and complete authority to
execute and act on the Principal's behalf in connection with documents to be
filed with, and make declarations and statements for and to, U.S. governmental
and quasi-governmental agencies and regulatory authorities, including, without
limitation, the Internal Revenue Service, Securities and Exchange Commission,
Federal Trade Commission, and U.S. courts.
This Power of Attorney is granted upon the following conditions:
a. That the said attorney supplies to the Principal and original of any
documents signed pursuant to this Power of Attorney immediately upon
such signature;
b. That the attorney promptly informs the Principal of any oral engagement
undertaken by him with any person pursuant to this Power of Attorney;
c. That the attorney furnishes a full report to the Principal on a regular
basis of his activities pursuant to the exercise of these powers
granted by the Principal.
GIVING AND GRANTING to said attorney in fact full power and authority, but
without the power of substitution, to do and perform all and every act and thing
whatsoever requisite necessary or proper to be done relative to any of the
foregoing as fully as the Principal might or could do if personally present and
whereby ratifying and confirming all that said attorney in fact shall lawfully
do or cause to be done under the authority of this Power of Attorney.
This Power of Attorney shall be subject to French law and the Jurisdiction of
the Court of Appeal of Paris and its subsidiary courts.
IN WITNESS WHEREOF, this Power of Attorney is made and executed as of the date
first set forth above.
This power is given for one year beginning as of the date first set forth in the
above and may be renewed in writing.
FOURCAR B.V.
Name: J. B. Badin
Title: Managing Director
Page 12 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 7 Pages
- ----------------------------- -------------------------------
EXHIBIT C TO AMENDMENT NO. 1
TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PETsMART, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
716768106
- --------------------------------------------------------------------------------
(CUSIP Number)
Yves Sisteron, 602 No. Crescent Drive, Beverly Hills, CA 90210
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications).
July 8, 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. [ ]
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
Page 13 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 2 of 7 Pages
- ----------------------------- -------------------------------
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)
Page 14 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 3 of 7 Pages
- ----------------------------- -------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fourcar, B.V.
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
- --------
4 SOURCE OF FUNDS*
Working capital
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
The Netherlands
- -------- -----------------------------------------------------------------------
--------- -------------------------------------------
7
Number of Shares SOLE VOTING POWER
4,131,509
--------- -------------------------------------------
--------- -------------------------------------------
Beneficially owned by 8 SHARED VOTING POWER
each
- 0 -
--------- -------------------------------------------
--------- -------------------------------------------
reporting person 9 SOLE DISPOSITIVE POWER
with
4,131,509
--------- -------------------------------------------
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- -------------------------- --------- -------------------------------------------
- -------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,131,509
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.90%
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------- -----------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 4 of 7 Pages
- ----------------------------- -------------------------------
Item 1. Title of Class of Securities:
Common Stock $.0001 Par Value
Name and Address of Issuer:
PETsMART, Inc.
10000 N. 31st Avenue, Suite C-100
Phoenix, Arizona 85051
Item 2. Name, Address and Citizenship of Person Filing:
(a) Fourcar B.V., a Netherlands corporation
(b) Coolsingel #139
3012 AG Rotterdam
The Netherlands
(c) Holding company that manages investments for
Carrefour S.A., a French corporation, which is a
French retailer. Fourcar B.V. is an indirect
subsidiary of Carrefour S.A.
(d) No
(e) No
(f) The Netherlands
Item 3. Source and Amount of Funds:
Fourcar B.V.'s working capital was used to purchase the
securities. No portion of the purchase price was borrowed. The
purchase price of the recent acquisitions are set forth in
Schedule "A."
Item 4. Purpose of Transaction:
The common stock of PETsMART, Inc. were acquired for passive
investment purposes. Fourcar B.V. has no plans which relate
to management and/or control of PETsMART, Inc.
Item 5. Interest in Securities of the Issuer:
(a) Amount beneficially owned: 4,131,509
Percent of class: 7.90%
(b) Number of shares as to which Fourcar B.V. has:
(i) sole voting power: 4,131,509
(ii) shared voting power: -0-
(iii) sole dispositive power: 4,131,509
Page 16 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 5 of 7 Pages
- ----------------------------- -------------------------------
(iv) shared dispositive power: -0-
(c) See Schedule "A"
(d) No
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships:
Not Applicable
Item 7. Exhibits:
None
Page 17 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 6 of 7 Pages
- ----------------------------- -------------------------------
Signature
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 7/13/96 Fourcar B.V., a Netherlands corporation
By: /s/ Yves Sisteron
---------------------
Its: Attorney-in-fact
---------------------
Page 18 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 7 of 7 Pages
- ----------------------------- -------------------------------
SCHEDULE "A"
------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Date of Shares Purchased Price Per Share Total Purchase Total No. of Shs. No. of Shs. Percentage
Purchase Price Owned Outstanding Ownership
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7/2/96 17,000 46.5625 791,562.50 3,490,509.00 52272470 6.68%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
95,000 46.8125 4,447,187.50 3,585,509.00 52272470 6.88%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
75,000 48.9375 3,520,312.50 3,660,509.00 52272470 7.00%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
23,000 47 1,081,000.00 3,683,509.00 52272470 7.05%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7/3/98 26,000 46.3125 1,157,812.50 3,708,509.00 52272470 7.09%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43,000 46.0625 1,980,687.50 3,751,509.00 52272470 7.18%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
10,000 45.9375 459,375.00 3,761,509.00 52272470 7.20%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7/5/96 42,000 45.875 1,926,750.00 3,803,509.00 52272470 7.28%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
25,000 45.9375 1,148,437.50 3,828,509.00 52272470 7.32%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
15,000 46 690,000.00 3,843,509.00 52272470 7.35%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7/8/96 100,000 45.6875 4,568,750.00 3,943,509.00 52272470 7.54%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
40,000 45.5 1,820,000.00 3,983,509.00 52272470 7.62%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
30,000 45.4375 1,363,125.00 4,013,509.00 52272470 7.68%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
7/9/96 45,000 45.25 2,036,250.00 4,058,509.00 52272470 7.76%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
25,000 45.25 1,131,250.00 4,083,509.00 52272470 7.81%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
13,000 45.125 586,625.00 4,096,509.00 52272470 7.84%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
20,000 45.O625 901,250.00 4,116,509.00 52272470 7.88%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
15,000 44.9375 674,062.50 4,131,509.00 52272470 7.90%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 19 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 2 Pages
- ----------------------------- -------------------------------
POWER OF ATTORNEY
General
This Power of Attorney is made as of this 3rd day of July 1996 by Fourcar BV, a
closed company with limited liability (the "Principal"), who resides at
Amsterdam, The Netherlands in these presents represented by Mr. J.B. Badin,
Managing Director of the Principal.
For the term commencing on the day hereof and remaining in effect until revoked
by an instrument in writing, the Principal (1) does hereby nominate, constitute
and appoint Yves Sisteron as the Principal's true and lawful attorney in fact,
to act in Principal's name and stead, and for the Principal's use and benefit
(2) does hereby grant to said attorney in fact full and complete authority to
transact any and all business related to the U.S. Finances, investments, stock
and business dealings of the Principal, including without limiting the general
powers conferred hereunder to the specific acts set forth below, which are
listed for purposes of example but not limitation, absolute and full power to:
1. Deal with the accounts of Principal, including the
right to withdraw funds, included with limitation, by
transfer, from the accounts of Principal, make
deposits, and open and close accounts at banks and
other financial institutions.
2. Buy, sell, redeem, grant, hypothecate, assign,
transfer, exercise warrants, rights, registrations
and options for, and in any manner deal with stocks
of all companies, whether publicly traded or held
privately.
3. Collect and receive all money, debts, interest,
dividends, and demands whatsoever as they are now or
shall hereafter become due, owing, payable, or
belonging to Principal.
4. Execute, acknowledge, and deliver documents,
including contracts, purchase and sale agreements,
stock certificates, assignments, and other
instruments in writing of whatever kind and nature,
all upon such terms and conditions and under such
covenants as said attorney in fact shall approve and
deem necessary and proper, and make and execute
declarations, affidavits, and statements of every
kind and nature.
5. Execute documents requested by, and make declarations
and statements for and to U.S. governmental and
quasi-governmental agencies and regulatory
authorities, including, without limitation, officials
of the Internal Revenue Service, Securities and
Exchange Commission, Federal Trade Commission, and
U.S. courts.
This Power of Attorney is granted upon the following conditions:
Page 20 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 2 of 2 Pages
- ----------------------------- -------------------------------
a. That the said attorney supplies to the Principal and original of any
documents signed pursuant to this Power of Attorney immediately upon such
signature;
b. That the attorney promptly informs the Principal of any oral engagement
undertaken by him with any person pursuant to this Power of Attorney;
c. That the attorney furnishes a full report to the Principal on a regular
basis of his activities pursuant to the exercise of these powers granted by
the Principal.
GIVING AND GRANTING to said attorney in fact full power and authority, but
without the power of substitution, to do and perform all and every act and thing
whatsoever requisite necessary or proper to be done relative to any of the
foregoing as fully as the Principal might or could do if personally present and
whereby ratifying and confirming all that said attorney in fact shall lawfully
do or cause to be done under the authority of this Power of Attorney.
This Power of Attorney shall be subject to French law and the jurisdiction of
the Court of Appeal of Paris and its subsidiary courts.
IN WITNESS WHEREOF, this Power of Attorney is made and executed as of the date
first set forth above.
This power is given for one year beginning as of the date first set forth in the
above and may be renewed in writing.
FOURCAR BV
J. Badin
Managing Director
Page 21 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 6 Pages
- ----------------------------- -------------------------------
EXHIBIT D TO AMENDMENT NO. 1
TO SCHEDULE 13D
Translated from the French
MERGER AGREEMENT BETWEEN CARREFOUR
AND DE NOYANGE
BETWEEN THE UNDERSIGNED:
CARREFOUR
Societe anonyme with a capital of FRF 3,847,535,400, having its registered
office 6, avenue Raymond Poincare, 75016 Paris, registered at the Paris
Commercial and Companies Registry, under no. B 652 014 951, represented by Mr.
Daniel Bernard, President of the Board of Directors, specially authorized for
the purposes hereof by decision of the Board of Directors on August 28, 1998,
(hereinafter referred to as "Carrefour" or
the "Absorbing Company"),
on the one hand,
AND
DE NOYANGE
Page 22 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 2 of 6 Pages
- ----------------------------- -------------------------------
Societe anonyme with a capital of FRF 55,794,000, having its registered office
at 42 rue de Bassano, 75008 Paris, registered at the Paris Commercial and
Companies Registry under no. B 306 535 246,
represented by Mr. Jacques Badin, President of the Board of Directors, specially
authorized for the purposes hereof by decision of the Board of Directors on
August 28, 1998,
(hereinafter referred to as "De Noyange" or
the "Absorbed Company"),
on the other hand,
Carrefour (or the Absorbing Company) and De Noyange (or the Absorbed Company)
are hereinafter jointly referred to as the "Parties".
PRIOR TO THE PROPOSED MERGER, THE SUBJECT HEREOF, IT WAS STATED AS FOLLOWS:
1) PRESENTATION OF CARREFOUR
-------------------------
Carrefour is a societe anonyme governed by French law which has for principal
object the creation, acquisition and operation, in France and elsewhere, of
stores for the sale of all articles, products, foodstuffs or merchandise and
accessorily, the providing of services, in the context of these stores, which
may interest the clientele, as well as the purchase, manufacture, sale,
representation, preparation and packaging of such products, foodstuffs and
merchandise.
It is also the parent company of a group and, in this respect, orients and
controls all of the subsidiaries and holdings, the latter being held either
directly or through intermediary companies, in France and elsewhere.
Page 23 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 3 of 6 Pages
- ----------------------------- -------------------------------
The activities of the Carrefour group extend throughout Europe, Asia and America
in the context of the international vocation of the group.
It was formed for a 99 year term as from 11 July 1959 and shall expire on 10
July 2058, unless extended or prematurely dissolved.
Its capital amounts to FRF 3,847,535,400. It is divided into 38,475,354 shares
having a par value of FRF 100 each, fully paid in, all of the same class and not
amortized.
The Carrefour shares are registered for quotation on the Premier Marche of the
Paris Stock Exchange (reglement mensuel).
Carrefour has not issued founders' shares, certificates of voting rights,
ordinary or exchangeable bonds, nor investment certificates or other composite
securities.
Carrefour proceeded with various transactions which might give rise, in due
course, to the issuance of new shares. Such transactions are briefly described
below.
1. CONVERTIBLE BONDS
The Extraordinary General Meeting held on 23 April 1998 authorized the Board of
Directors to issue bonds convertible into Carrefour shares. On the date of the
signature hereof, no convertible bonds have been issued.
2. SHARE SUBSCRIPTION OPTIONS
Authorization was given to the Board of Directors also to grant share
subscription options on Carrefour shares to the benefit of corporate officers
and employees by the Extraordinary General
Page 24 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 4 of 6 Pages
- ----------------------------- -------------------------------
Meeting held on 23 April 1998. On the date of signature hereof, a share
subscription option plan had been attributed on 2 July 1998.
It is moreover specified that the General Meeting of 23 April 1998 authorized
the Board of Directors to purchase on the Stock Exchange its own shares in order
to regularize the market therefor under the conditions provided by current
legislation and to grant Carrefour share purchase options to the benefit of
corporate officers and employees.
II) PRESENTATION OF DE NOYANGE
--------------------------
De Noyange is a societe anonyme governed by French law which has for principal
object the taking of all interests and holdings in any French or foreign
companies or enterprises, whatever their object, and the management of its
tangible and intangible assets, as well as to make all investments and to
proceed with the acquisition of all rights for the exploitation, edition and
reproduction of audio-visual products, literary, artistic and cinematographic
works.
It was formed for a ninety-nine year term and shall expire on 31 December 2037,
unless prematurely dissolved or extended.
Its capital, on the date of signature hereof, is FRF 55,794,000, divided into
557,940 shares having a par value of FRF 100 each, fully paid in, all of the
same class and not amortized.
It has not issued founders' shares, certificates of voting rights, ordinary,
convertible or exchangeable bonds, nor investment certificates or other
composite securities.
It does not raise money by public offerings.
De Noyange has two salaried employees on the date of signature hereof.
Page 25 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 5 of 6 Pages
- ----------------------------- -------------------------------
Prior to the merger-absorption transaction planned and described herein, De
Noyange must acquire four civil companies (societes civiles), DMD, Philippe,
Cybele and Le Moulin (hereinafter jointly referred to as the Civil Companies).
This transaction shall be presented for approval to all of the shareholders of
the interested companies gathered in extraordinary general meetings to be held
on 14 October 1998.
At the close of this transaction, including in particular a reduction in capital
to cancel the De Noyange shares contributed by the Civil Companies, the De
Noyange capital shall be comprised of 568,751 shares of FRF 100 each, or a
capital of FRF 56,875,100.
III) RELATIONSHIP BETWEEN CARREFOUR AND DE NOYANGE
---------------------------------------------
1. CAPITAL AND VOTING RIGHTS RELATIONSHIPS
De Noyange directly owns 7,143,792 shares in Carrefour representing 18.5672% of
the latter's capital and 28.82% of its voting rights.
This capital and voting rights relationship should increase, prior to its
absorption by Carrefour, due to the absorption by De Noyange of the Civil
Companies holding Carrefour shares.
Thus, De Noyange, at the close of the planned merger-absorption transaction, the
final completion of which is scheduled for 14 October 1998, must hold 7,165,718
shares in Carrefour representing 18.6242% of the capital.
Carrefour, on the other hand, has no holding in the capital of De Noyange.
Page 26 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 6 of 6 Pages
- ----------------------------- -------------------------------
2. COMMON MANAGERS
Mr. Jacques Badin, President of De Noyange is also a director of Carrefour.
Mr. Herve Defforey, director of De Noyange, is also a director and General
Manager of Carrefour.
Mr. Thierry Defforey, director of De Noyange, is also a director of Carrefour.
THAT BEING SAID, THE UNDERSIGNED HAVE DETERMINED AND AGREED TO THE TERMS AND
CONDITIONS OF THE PLANNED MERGER BETWEEN CARREFOUR AND DE NOYANGE.
Page 27 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 39 Pages
- ----------------------------- -------------------------------
- SECTION I -
BASIS FOR THE MERGER
A) REASONS AND PURPOSE OF THE MERGER
---------------------------------
The merger transaction of De Noyange with Carrefour, by absorption of the first
by the second, constitutes an operation of simplification of the shareholding
structure of part of the Carrefour shareholdings.
For the De Noyange shareholders, the interest of the transaction resides in the
obtaining of Carrefour shares in consideration of their contributions. The
Carrefour shares are, contrary to the De Noyange shares, liquid and negotiable
on the stock market at the wish of their owners.
For Carrefour and its shareholders, the interest of the transaction resides
essentially in the contribution by De Noyange - in addition to monetary funds -
of shares in the subsidiaries of the Carrefour Group which will allow it to
complete the level of its holdings (such is the case in particular of the shares
of its Brazilian subsidiary and the shares in the North American holdings).
Given the discount applied to the re-evaluated net assets of De Noyange for the
determination of the exchange parity, this transaction will have a positive
effect on the net situation per share and on the net profit per share of
Carrefour while not resulting in the net issuance of Carrefour shares.
Page 28 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 2 of 39 Pages
- ----------------------------- -------------------------------
B) CLOSING OF THE ACCOUNTS OF THE TWO COMPANIES
--------------------------------------------
1. CLOSING OF THE ACCOUNTS OF DE NOYANGE - CONTRIBUTION BALANCE SHEET
This merger is carried out on the basis of the accounting situation of De
Noyange at 30 June 1998 and the assets and liability statements for the
absorption transactions of the Civil Companies with retroactive effect to 1 July
1998. For the purposes hereof, the balance sheet as at 30 June 1998, adjusted
for all of the asset and liability transactions resulting from the
merger-absorption transactions of the four Civil Companies, constitutes the
Contribution Balance Sheet at 1 July 1998 (hereinafter referred to as the
"Contribution Balance Sheet").
It is specified that the Contribution Balance Sheet takes into account the
decisions regarding allocation of results which will be submitted to the
approval of the General Meeting of De Noyange on 14 October 1998.
The accounts of De Noyange, which were used to prepare the Contribution Balance
Sheet, are those as of 30 June 1998, decided by the Board of Directors on 27
July 1998 and submitted to the approval of the Annual Ordinary General Meeting
scheduled for 14 October 1998 and which show a profit of FRF 378,195,459.
The Board of Directors shall present to the approval of the Ordinary General
Meeting scheduled for 14 October 1998 the following allocation, given a
carry-forward of FRF 227,521,379 with respect to the previous financial year.
Page 29 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 3 of 39 Pages
- ----------------------------- -------------------------------
. special long-term capital gains reserve.................FRF 106,074,343
. distribution of a dividend of ..........................FRF 167,382,000
it being specified that an interim dividend
of FRF 156,223,200 was distributed in June 1998
and that the balance to be paid amounts to FRF 11,158,800
. other reserves .........................................FRF 200,000,000
. carry-forward .........................................FRF 132,260,495
In addition, the Board of Directors decided to propose to the Ordinary General
Meeting held in special session, which will be held after the Extraordinary
General Meeting scheduled for 14 October 1998, to distribute a dividend of FRF
242 per existing share, to be paid out of reserves, that is a global amount of
FRF 137,637,742 with respect to the financial year which began on 1 July 1998.
This dividend shall be paid before 30 October 1998.
2. CLOSING OF THE CARREFOUR ACCOUNTS
The Carrefour accounts, used to establish the merger conditions, are the
bi-annual accounts as at 30 June 1998.
C) EVALUATION METHOD
-----------------
The method chosen to evaluate the contributions of the Absorbed Company is
described in Annex 1 hereto, which is an integral part hereof.
Page 30 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 4 of 39 Pages
- ----------------------------- -------------------------------
D) REASONS FOR THE CHOICE OF THE EXCHANGE RATIO FOR THE SHARES
-----------------------------------------------------------
The criteria chosen for the comparison of the value of the Absorbing Company to
the value of the Absorbed Company are set forth in Annex II hereto, which is an
integral part hereof.
Page 31 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 5 of 39 Pages
- ----------------------------- -------------------------------
- SECTION II -
MERGER CONTRIBUTION BY DE NOYANGE
TO CARREFOUR
De Noyange contributes to Carrefour under the merger, subject to the usual de
facto and de jure guarantees, and subject to the conditions precedent stipulated
below, all of its assets and liabilities.
Accordingly, all of the assets belonging to De Noyange shall devolve to
Carrefour, as well as the obligation for Carrefour to pay all liabilities which
may encumber the assets of De Noyange and to assume all its undertakings, such
as all such assets, liabilities and undertakings shall exist on the final
completion date of the merger.
The contributions and charges thereon shall relate to the generality of such
elements, even if not designated by name or omitted in the designation prepared
on the basis of the Contribution Balance Sheet; accordingly, this designation is
simply an enumeration and is not limitative.
By reason of reference to the Contribution Balance Sheet, all of the asset and
liability transactions for the interim period from 1 July 1998 to the final
completion date of the merger shall be globally assumed by the Absorbing Company
in its own accounts relating to the financial year in progress on such date.
The designation and evaluation of the assets and liabilities scheduled to be
transferred are given herebelow and detailed in Annex III hereto, which is an
integral part of this agreement, in order to comply with the provisions of
Article 254-3(degree) of Decree no. 67-236 of 23 March 1967.
Page 32 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 6 of 39 Pages
- ----------------------------- -------------------------------
However, it is observed that:
- - the assets, rights and obligations hereafter grouped according to the
French accounting principles and the designation of which is not given in
an annex hereto are those which are included on the Contribution Balance
Sheet;
- - all additional elements which may become necessary to arrive at a precise
and complete or specific designation, with a view in particular to the
legal publication formalities for the transfer resulting from the merger,
may be the subject of statements, tables, agreements, declarations, which
will be grouped in one or several additional or rectifying documents.
A) DESIGNATION AND EVALUATION OF THE ASSETS AND LIABILITIES TO BE CONTRIBUTED
--------------------------------------------------------------------------
The assets and liabilities of De Noyange, scheduled to be transferred to
Carrefour, included the assets, rights and securities designated and contributed
at their actual value as is specified herebelow:
1. ASSETS TO BE CONTRIBUTED
The assets in the Contribution Balance Sheet, the detail of which is given in
annex III, include:
a) Fixed assets
- Intangible fixed assets None
- Tangible fixed assets
The tangible fixed assets recorded on the balance sheet
Page 33 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 7 of 39 Pages
- ----------------------------- -------------------------------
at a gross value of FRF 669,712, fully
amortized and contributed for a value of: 1 FRF
- Long-term loans and trade investments
a) Carrefour shareholdings, that is 7,165,718 shares
recorded on the balance sheet at a gross value of
FRF 241,347,740 and contributed for a value
of: 25,997,224,900 FRF
by reference to the weighted average of the
closing trading price for the six months
preceding 6 August 1998 (source: Reuter),
that is FRF 3,628.
b) Achtsloten Beheer B.V. shareholdings
that is 40,001 shares (parts sociales) recorded
on the balance sheet at a gross value of
FRF 312,240,000 and the subject of a provision
for depreciation of FRF 10,267,000 and
contributed for a value of: 223,671,423 FRF
(estimate at 17 August 1998)
c) BREPA shareholdings
that is 3,514,657 shares (parts sociales)
(2.515% of the capital) recorded on the
balance sheet at a gross value of
FRF 351,465,700 and
contributed for a value of: 351,465,700 FRF
d) Other long-term loans and trade investments
Page 34 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 8 of 39 Pages
- ----------------------------- -------------------------------
recorded on the balance sheet at
a gross value of FRF 220,250 and
contributed for a value of: 220,250 FRF
Total contribution value of the fixed assets 26,572,582,274 FRF
b) Current Assets
- Accounts receivable
the accounts receivable recorded on
the balance sheet at a gross value of
FRF 108,816,674 and
contributed for a value of: 108,816,674 FRF
- Investment securities
recorded on the balance sheet at a
gross value of FRF 191,293,083 and
contributed for a value of: 292,887,932 FRF
- Cash and banks
recorded on the balance sheet at a
gross value of FRF 78,224,044 and
contributed for a value of: 78,224,044 FRF
Total evaluation of the contributed assets 27,052,510,924 FRF
Page 35 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 9 of 39 Pages
- ----------------------------- -------------------------------
2. ASSUMPTION OF LIABILITIES
The liabilities of De Noyange for which Carrefour shall become liable for the
totality upon the final completion of the merger, included the liabilities
designated and evaluated below:
The liabilities on the Contribution Balance Sheet, the detail of which is given
in annex III, would include:
a) Provision for contingencies and charges 4,276,000 FRF
b) Debts
- Trade and related payables 12,213,416 FRF
- Amounts due to government authorities
(tax, social security, etc..) 68,066,180 FRF
- Other debts (including dividends to be paid) 166,926,169 FRF
Total evaluation of the liabilities assumed 251,481,765 FRF
Page 36 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 10 of 39 Pages
- ----------------------------- -------------------------------
3. DETERMINATION OF THE NET ASSETS TO BE CONTRIBUTED
The total assets are evaluated at: 27,052,510,924 FRF
and the liabilities assumed are evaluated at: 251,481,765 FRF
the net assets to be contributed by De Noyange to Carrefour
amount to: 26,801,029,159 FRF
B) OWNERSHIP AND LEGAL ENJOYMENT - INTERIM PERIOD
----------------------------------------------
Carrefour shall be the owner and have effective ownership of all of the De
Noyange assets and liabilities as from the date on which the merger shall be
finally completed.
It shall have legal enjoyment retroactively from 1 July 1998.
De Noyange shall continue, as from 1 July 1998 until the day on which the merger
shall be finally completed, to manage the contributed assets and rights in
accordance with the same principles, rules and conditions as in the past. It
shall make no undertakings - outside the normal course of its activity - which
may substantially affect the stability of its assets and rights without having
obtained the prior written agreement of Carrefour.
It is expressly agreed that:
- - it is noted that De Noyange proceeded with the payment of an interim
dividend with respect to the financial year ended 30 June 1998 in an
amount of FRF 156,223,200, the balance, that is FRF 11,158,800, of which
is to be paid in accordance with the proposal of the De Noyange Board of
Directors, submitted to the Ordinary General Meeting scheduled for 14
October 1998, that is a global amount of net dividends of FRF 167,382,000.
In the same manner, it is planned to pay an interim dividend of FRF 242
per
Page 37 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 11 of 39 Pages
- ----------------------------- -------------------------------
existing share after the De Noyange General Meeting scheduled for 14
October 1998, that is a global amount of FRF 137,637,742 to be distributed
with respect to the financial year which began on 1 July 1998, prior to 30
October 1998.
- - the net result of all the other transactions carried out by De Noyange
from 1 July 1998 until the day of the final completion of the merger shall
be assumed by Carrefour.
Accordingly, all entries or all outflows of assets, all income and all profits,
all expenses and all charges, any variation of the current assets from 1 July
1998, taking into account the merger-absorption transactions of the
above-referred civil companies, shall be taken over in assets and in liabilities
by Carrefour, the latter accepting to acquire, on the day on which it shall
effectively have ownership, all of the contributed assets and all of the assumed
liabilities, such as they will then exist, and as taking the place of those
designated in this merger agreement.
However, De Noyange guarantees the existence of the contributed assets on the
date of the signature hereof. In the event that one of such elements is no
longer present, in full or in part, for any reason whatsoever, in the assets of
De Noyange on the date of the final completion of the merger, De Noyange
undertakes to contribute an amount in cash equal to the evaluation retained in
this agreement for the determination of parity.
Page 38 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 12 of 39 Pages
- ----------------------------- -------------------------------
- SECTION III -
CHARGES AND CONDITIONS OF MERGER CONTRIBUTIONS
The preceding merger contributions are granted and accepted subject to the usual
de facto and de jure conditions and to the following conditions which the legal
representative of Carrefour, acting within the scope of his attributions,
undertakes for Carrefour to fulfill:
a) Carrefour shall be subrogated to De Noyange in respect of all its rights
and obligations.
b) Carrefour shall take over the contributed assets and rights in their state
and "as is" at the time of taking of legal enjoyment, without being
entitled to exercise any recourse whatsoever against De Noyange for any
reason whatsoever.
c) Carrefour shall assume all the debts and charges of De Noyange, including
all liabilities omitted in the books or not revealed or partially
revealed.
Carrefour shall assume all guarantees and sureties which may have been
given by De Noyange.
d) Carrefour shall bear and pay, as from the final completion date of the
merger, all taxes, contributions, duties and penalties, all insurance and
other premiums, as well as all ordinary or extraordinary charges
encumbering or which may encumber the contributed assets and rights or
which shall be inherent to their ownership or to their holding or to their
exploitation, including those relating to the interim period.
Carrefour shall be subrogated to De Noyange, in respect of all rights and
obligations of De Noyange as regards the application, if any, of the
provisions relating to the value-added
Page 39 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 13 of 39 Pages
- ----------------------------- -------------------------------
tax having encumbered the acquisition of the fixed assets included in the
present contributions.
e) Carrefour shall be purely and simply subrogated to De Noyange's right to
benefit from and obligation to take responsibility for all agreements or
undertakings which may have been contracted by De Noyange with third
parties by the sole fact of the final completion of the merger. It shall
in particular be personally responsible for the approval by all interested
parties (including all legal entities, organizations or other) of its
substitution in the benefit from such agreements or undertakings and of
the execution or termination at its expense and risk of any agreements,
contracts, protocols, undertakings, of any legal nature whatsoever, which
may have been made by De Noyange, in lieu of De Noyange and without being
entitled to any recourse against the latter.
f) Carrefour shall have full powers and the exclusive responsibility, as from
the final completion of the merger, in particular, to initiate, follow or
withdraw from all legal, administrative or arbitral proceedings relating
to the contributed assets and rights or to the assumed liabilities under
this agreement, in lieu of De Noyange, and, in particular, to receive or
pay all amounts due as a result of judicial or administrative decisions,
awards or settlements.
g) Carrefour shall be responsible for obtaining approval of its substitution
for De Noyange in the ownership of shares and securities included in the
contributions. However, the absence of approval shall in no way compromise
the validity or cancel this agreement and/or the merger transaction
described herein.
h) Carrefour shall, by the sole fact of the final completion of the merger,
be subrogated to the rights (for De Noyange) to benefit from and its
obligation to take responsibility for all authorizations and permissions
which may benefit De Noyange, subject to the obtaining of all new
authorizations or permissions which may be required and for which it shall
be personally responsible.
Page 40 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 14 of 39 Pages
- ----------------------------- -------------------------------
The absence of any new authorization or permission shall in no way
compromise the validity or cancel this agreement and/or the merger
described herein.
i) Carrefour shall be personally responsible for any declarations,
authorizations and formalities prescribed by current legislation for the
purpose of completing the transfer of all of the assets of the Absorbed
Company to Carrefour, and of rendering such transfer binding on third
parties.
Page 41 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 15 of 39 Pages
- ----------------------------- -------------------------------
- SECTION IV -
OTHER CONDITIONS OF THE CONTRIBUTIONS
GENERAL STATEMENTS AND TAX DECLARATIONS
A) WAIVER OF LIEN AND ACTION FOR TERMINATION
-----------------------------------------
The undersigned representative of De Noyange, acting within the scope of his
attributions, expressly waives all rights to any lien or action for termination
to which it may be entitled as a result hereof. Accordingly, he expressly waives
that any recording be made which might guarantee the seller's lien or that any
action for termination be taken in this respect.
B) GENERAL DECLARATIONS
--------------------
The undersigned representative of De Noyange, acting within the scope of his
attributions, states in the name of De Noyange that:
- - De Noyange has never been insolvent, bankrupt, has never been declared
in judicial reorganization or liquidation and has never been the
subject of any procedure whatsoever for a collective arrangement with
creditors;
- - De Noyange has never been the subject of any measure which might affect
its civil capacity or the free disposal of its assets;
- - the shareholdings are freely disposable and are not encumbered by any
pledges; there exists, to its knowledge, no pledge of any significance
which would encumber
Page 42 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 16 of 39 Pages
- ----------------------------- -------------------------------
the receivables and other contributed securities; the prior approval
procedures to which the transfer of certain rights were subordinated
have been duly undertaken;
- - the amount of the financial and related income for the last three
financial years was as follows:
- financial year ended 31 May 1996: FRF 183 158 976
- financial year ended 31 May 1997: FRF 208 600 662
- financial year ended 30 June 1998: FRF 343 466 645
- - the net result for the latest financial years was as follows:
- financial year ended 31 May 1996: FRF 141 177 005
- financial year ended 31 May 1997: FRF 181 093 729
- financial year ended 30 June 1998: FRF 378 195 459
C) TAX DECLARATIONS
----------------
The Parties agree from the tax standpoint to take advantage of the retroactivity
to 1 July 1998 for the transaction, as defined herein.
Therefore, the options and undertakings relating to these agreements are as
follows:
a) Corporate income tax
The Parties state that they both fall under the tax regime for joint stock
companies. They declare that this merger shall be subject to the regime provided
under Article 210A of the French General Tax Code (GTC). Accordingly, the
Absorbing Company undertakes to:
Page 43 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 17 of 39 Pages
- ----------------------------- -------------------------------
- - include in its liabilities the provisions for which taxation is
deferred, and the special reserve for long-term capital gains subject
to corporate income tax at the reduced rate, of the Absorbed Company;
- - to substitute itself for the Absorbed Company as regards the
reinstatement of the capital gains for which taxation may have been
deferred by the latter;
- - calculate the capital gains which may be subsequently realized upon the
transfer of the non-depreciable fixed assets which have been
contributed according to the value given for tax purposes in the books
of the Absorbed Company;
- - integrate in its taxable profits, within the time limits and conditions
provided by Article 210 A 3(degree)of the GTC, the capital gains
resulting from the contribution of depreciable assets;
- - record on its balance sheet the elements other than fixed assets at the
value given for tax purposes in the books of the Absorbed Company.
Moreover, the Absorbing Company shall substitute itself in all obligations to
maintain the stock portfolio of the Absorbed Company which may have been
undertaken by the latter in execution of approvals or tax provisions and, in
particular, in the context of Article 145 of the General Tax Code ("GTC").
Finally, and, in particular, the Absorbing Company shall substitute itself in
all undertakings that the Absorbed Company may have made in respect of merger or
partial contribution of assets transactions subject to the regime provided under
Articles 210 A and 210 B of the GTC and which relate to elements transferred
with respect to this merger. In addition, the Absorbing Company shall fulfill
its declaratory obligations under Article 54 septies of the GTC.
Page 44 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 18 of 39 Pages
- ----------------------------- -------------------------------
b) Value-added Tax (VAT)
It is expressly agreed that the Absorbing Company shall be purely and simply
substituted (for the Absorbed Company) in and to the rights and obligations of
the Absorbed Company.
The Parties state that the present contributions do not include the delivery of
property within the meaning of Article 257-7 of the GTC and that they are thus
deemed non-existent for purposes of the application of the provisions of such
article.
The Absorbing Company undertakes to effect, if necessary, the regularizations
which the Absorbed Company would have had to make on its own as regards VAT, if
it had continued to use the contributed assets; the Absorbing Company may,
moreover, have transferred the tax credits which the Absorbed Company may still
have on the date of its disappearance.
In addition, the Absorbing Company and the Absorbed Company state that they
intend to take advantage of the provisions of administrative notice no. 3 A-6-90
of 22 February 1990 which, commenting on the modifications made by the Finance
Law for 1990 to the provisions of 3-1(degree)a of Article 261 of the General Tax
Code, exonerated from VAT the transfer of investment property in the context of
the transfer, in particular by way of a total or partial contribution of assets,
to the extent that the beneficiary continues the entity of the transferor.
In addition, the Parties indicate that they wish to take advantage of the
provisions of Article 210-III of Annex II to the General Tax Code.
Consequently, the Absorbing Company undertakes to:
- - subject subsequent transfers of the investment property included in
this contribution to VAT, pursuant to the provisions of Article
261-3-1(degree)-a of the General Tax Code;
Page 45 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 19 of 39 Pages
- ----------------------------- -------------------------------
- - proceed, if appropriate, with the regularizations provided for under
Articles 210 and 215 of Annex II of the General Tax Code, which would
have been due if the Absorbed Company had continued to use the
contributed assets.
The Absorbing Company shall notify the competent tax authorities of this double
undertaking by declaration in two counterparts.
c) Registration
The Parties state that these contributions fall within the provisions of Article
816 of the GTC. The Parties accordingly request application of the provisions of
Articles 816 and 817 A of the GTC and Articles 301 A and 301 B of Annex II to
such Code.
This merger shall thus be recorded at the fixed rate provided under 1(degree) of
I of the above-mentioned Article 816.
The Parties state, for registration purposes, that the contributions do not
include assets (parts sociales (shares) - shareholdings in real estate civil
companies) which may fall within the scope of the Law of 15 March 1963 and
subsequent texts (Articles 727 and 728 of the General Tax Code).
The Parties further affirm under penalty of the sanctions provided in Article
1837 of the GTC that this act expresses the full amount of the remuneration of
the contributions and of the liabilities assumed.
Page 46 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 20 of 39 Pages
- ----------------------------- -------------------------------
- SECTION V -
EXCHANGE RATIO - REMUNERATION OF THE CONTRIBUTIONS
A) EXCHANGE RATIO OF SHARES
------------------------
The criteria used for the comparison of the value of De Noyange and Carrefour
are described in Annex II.
Given the evaluation, the value of each share of the Absorbed Company is FRF
45,708.92758, and the value of each share of the Absorbing Company is FRF 3,628.
Accordingly, the exchange ratio is 1 De Noyange share for 12.598932 Carrefour
shares.
B) INCREASE AND REDUCTION IN CAPITAL OF CARREFOUR
----------------------------------------------
The merger contribution granted by De Noyange to Carrefour should thus be
remunerated by the allocation of 7,165,655 shares having a par value of FRF 100
each to be issued by Carrefour by increase in capital, which shall be attributed
directly to the De Noyange shareholders in the proportion of 12.598932 Carrefour
shares for 1 De Noyange share.
However, of the 7,165,718 Carrefour shares which will be held by De Noyange at
the close of the merger-absorption transaction for the above-referred civil
companies and contributed to Carrefour under the merger, which is the subject
hereof, 63 Carrefour shares shall be retained and 7,165,655 shares shall be
immediately cancelled; the capital accordingly shall be reduced by the par value
of such shares.
Page 47 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 21 of 39 Pages
- ----------------------------- -------------------------------
In the end, the Carrefour capital shall remain unchanged at the close of the
transactions and shall be divided into 38,475,354 shares of FRF 100 each, for an
amount of FRF 3,847,535,400.
C) ISSUANCE OF NEW SHARES
----------------------
The new shares, fully paid in, issued by Carrefour and intended to be
distributed among the shareholders of De Noyange shall carry the right to
receive dividends which may be distributed by Carrefour with respect to the
financial year which began on 1 January 1998.
The shareholders of De Noyange which held De Noyange shares having double voting
rights shall receive, pursuant to the provisions of Article 176, paragraph 2, of
the Law of 24 July 1966 on commercial companies, new Carrefour shares having
double voting rights.
The new Carrefour shares shall, subject to the sole reservation as to their date
of legal enjoyment, be fully assimilated to the shares currently comprising the
corporate capital of Carrefour, in particular as regards the benefit of any
exoneration or allocation of any tax costs.
Their admission to quotation on the premier marche a reglement mensuel of the
Paris Stock Exchange shall be requested upon the final completion of the merger.
D) AMOUNT PROVIDED FOR THE MERGER PREMIUM
--------------------------------------
The merger premium consists of the value of the net assets of De Noyange,
reduced by:
- the amount of the capital increase of Carrefour carried out
to remunerate the contributions;
Page 48 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 22 of 39 Pages
- ----------------------------- -------------------------------
- and the difference between the contribution value of the
Carrefour shares contributed by De Noyange and cancelled, and the par value of
such same shares.
The merger premium shall be recorded on the Carrefour balance sheet in a "Merger
premium" account to which the former and new shareholders of Carrefour shall
have rights.
Thus, the amount provided for the merger premium shall be:.......804 032 819 FRF
That is:
- - Net assets taken into account in the contribution....26 801 029 159 FRF
- - less the amount of the capital increase...............(716 565 500) FRF
- - less the difference between the contribution value
(25 996 996 340 FRF) and the par value of the Carrefour
shares contributed by De Noyange and cancelled
(716 565 500 FRF) (25 280 430 840) FRF
- - Merger premium after deductions.........................804 032 819 FRF
Amount of merger premium resulting from the capital increase..26 084 463 659 FRF
Charge against premium after capital reduction................25 280 430 840 FRF
Merger premium to be recorded in shareholders' equity............804 032 819 FRF
E) MERGER PREMIUM DEDUCTION
------------------------
It is expressly agreed between the Parties to propose to the Extraordinary
General Meeting of the Shareholders of the Absorbing Company, convened to vote
on the merger contributions, to
Page 49 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 23 of 39 Pages
- ----------------------------- -------------------------------
authorize the board of directors of the Absorbing Company, to deduct, notably,
from this merger premium:
- all of the expenses, duties and fees incurred by the merger,
- the necessary amount to be allocated to the legal reserve fund
and/or to the special long-term capital gains reserve fund.
Page 50 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 24 of 39 Pages
- ----------------------------- -------------------------------
- SECTION VI -
FINAL COMPLETION OF THE MERGER
CONDITIONS PRECEDENT
1. This planned merger shall only become final upon the realization of the
last of the following conditions precedent to be fulfilled:
- Approvals of the merger-absorptions by De Noyange of the
above-referred group companies, that is the civil companies DMD,
Le Moulin, Cybele and Philippe, by the various Extraordinary
General Meetings of the Shareholders of the various companies
intervening in the planned transactions, under the conditions
stipulated in the respective merger agreements;
- Approval of the merger, under the conditions stipulated herein, by
the Extraordinary General Meeting of the Shareholders of De
Noyange, which therefore shall pronounce the dissolution without
liquidation of such company;
- Approval, under the conditions stipulated herein, by the
Extraordinary General Meeting of the Shareholders of Carrefour of
the contributions made, with respect to the merger, by De Noyange
and realization of the capital increase intended to remunerate
such contributions and capital reduction by cancellation of the
Carrefour shares contributed by De Noyange.
Page 51 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 25 of 39 Pages
- ----------------------------- -------------------------------
2. Failing realization of all of the above-stipulated conditions precedent
on the date of 31 December 1998, this planned merger shall be deemed
null and void, without either party being entitled to any indemnity.
Page 52 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 26 of 39 Pages
- ----------------------------- -------------------------------
- SECTION VII -
DISSOLUTION OF DE NOYANGE
DELIVERY OF SHARES TO THE SHAREHOLDERS
OF DE NOYANGE
A) DISSOLUTION OF DE NOYANGE NOT FOLLOWED BY LIQUIDATION
-----------------------------------------------------
Given the devolution of all of its assets and liabilities to Carrefour, De
Noyange shall be automatically dissolved by the sole fact of the final
completion of the merger, i.e., upon the realization of all of the conditions
precedent stipulated above.
Pursuant to Article 372-1 of the Law of 24 July 1966 regarding commercial
companies, the dissolution of De Noyange, as a result of the merger, shall not
be followed by any liquidation operation of this company.
B) ATTRIBUTION OF THE CARREFOUR SHARES
-----------------------------------
As a result of the absence of liquidation of the Absorbed Company, the shares
issued by Carrefour with respect to the increase in capital shall, by the sole
fact of the completion of the merger, be immediately and directly attributed to
the De Noyange shareholders under the conditions and in the proportions provided
above.
Page 53 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 27 of 39 Pages
- ----------------------------- -------------------------------
The De Noyange shareholders holding an insufficient number of shares to exercise
their full rights shall, pursuant to Article 6 of such company's by-laws, be
personally responsible for the sale or purchase of the necessary number of
shares.
Page 54 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 28 of 39 Pages
- ----------------------------- -------------------------------
- SECTION VIII -
PUBLICATION FORMALITIES
COSTS AND FEES
DELIVERY OF TITLE
ELECTION OF DOMICILE
PROXIES
A) PUBLICATION FORMALITIES
-----------------------
The planned merger shall be published according to the law. Objections which may
arise shall be brought before the competent Commercial Court which shall decide.
B) COSTS AND FEES
--------------
The costs, duties and fees relating hereto, those of its realization and those
which may result therefrom, shall be borne by Carrefour, as its designated legal
representative, acting within the scope of his attributions, has accepted.
C) DELIVERY OF TITLE
-----------------
The ownership titles, archives, and all documents relating to the transferred
assets shall be, if the merger is completed, given to the Absorbing Company.
Page 55 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 29 of 39 Pages
- ----------------------------- -------------------------------
D) ELECTION OF DOMICILE
--------------------
For the execution hereof and of the acts and minutes which shall result
herefrom, the Parties each elect domicile at their respective registered
offices.
E) PROXIES
-------
Full powers are hereby granted to:
- - the undersigned, acting within the scope of their attributions,
representing the Parties, with option to act jointly or separately for
the purpose of pursuing the final completion of the merger transactions
by themselves or by a proxy-holder and, accordingly, to reiterate, if
necessary, the contributions, repair the omissions, complete the
designations and, in general, do whatever may be necessary by way of
any additional, rectifying or complementary acts and finally to carry
out all formalities and make the necessary declarations;
- - to the bearers of originals, certified copies or excerpts hereof and of
any documents recording the final completion of the contributions and
of the merger transaction described herein, for the carrying out of the
required legal formalities.
Executed in Paris, in 10 original counterparts, on 28 August 1998
For De Noyange For Carrefour
Jacques Badin Daniel Bernard
Page 56 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 30 of 39 Pages
- ----------------------------- -------------------------------
(signature) (signature)
Page 57 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 31 of 39 Pages
- ----------------------------- -------------------------------
LIST OF ANNEXES TO THE MERGER AGREEMENT
BETWEEN DE NOYANGE AND CARREFOUR
Annex 1 Evaluation methods of the De Noyange contributions
- -------
Annex II Remuneration of the contribution and determination of the exchange
- -------- parity
Annex III Detail of the re-evaluated assets and liabilities of De Noyange
- ---------
Page 58 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 32 of 39 Pages
- ----------------------------- -------------------------------
ANNEX I
-------
EVALUATION METHODS OF THE DE NOYANGE CONTRIBUTIONS
--------------------------------------------------
The De Noyange contributions were evaluated according to the methods described
below:
I - LONG-TERM LOANS AND TRADE INVESTMENTS
-------------------------------------
A/ CARREFOUR SHAREHOLDINGS
The 7,165,718 Carrefour shares (the par value of each share is
FRF 100) were evaluated on the basis of the average of the
last six months' trading price at the close of the stock
exchange, and weighted for volume, the last day of the stock
exchange being 5 August 1998. That is, a value of FRF 3
628.537864 (basis Reuter) per share, rounded to FRF 3628.
That is a global contribution value of FRF 25,997,224,900.
B/ ACHTSLOTEN BEHEER B.V. SHAREHOLDINGS
The Dutch company Achtsloten Beheer B.V. is a holding company,
therefore, it actual net assets are the sole significant
criterion of the value of the 40,001 shares held by De
Noyange.
Page 59 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 33 of 39 Pages
- ----------------------------- -------------------------------
This actual net asset value, after provision for depreciation,
is 5591.6458 per share, that is a global contribution value of
FRF 223,671,423.
C/ BREPA SHAREHOLDINGS
The Brazilian company, BREPA, is a company having a commercial
activity. The 3,514,657 shares held by De Noyange,
representing 2.515% of the capital of BREPA, were evaluated on
the basis of the most recent transactions concerning its
shares.
D/ OTHER LONG-TERM LOANS AND TRADE INVESTMENTS
These are various long-term loans and trade investments which
are contributed at their book value, that is FRF 220,250, and
call forth no particular comment.
II - CURRENT ASSETS
--------------
- The accounts receivable were contributed at their gross value,
which represents essentially one receivable for the sale of
Sogecable shares (FRF 108,802,474).
- The investment securities evaluated at the reference trading
price on 17 August 1998 consist exclusively in SICAV and
similar shareholdings acquired from various financial
institutions.
The latent taxation at 30 June 1998 was taken into account for
the determination of the corporate income tax relating to the
financial year ended 30 June 1998.
- The available funds are contributed for their gross value and
call forth no particular comments.
Page 60 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 34 of 39 Pages
- ----------------------------- -------------------------------
III - ASSUMED LIABILITIES
-------------------
The liabilities assumed call forth no particular comments.
The item "Other liabilities" includes a balance of a De
Noyange dividend, in an amount of FRF 11,158,800, to be paid
with respect to the financial year ended 30 June 1998, and a
dividend to be paid with respect to the financial year which
began on 1 July 1998, in an amount of FRF 137,637,742.
*
***
Taking into account the evaluation methods described above, the net assets
to be contributed by De Noyange to Carrefour amount to........26 801 029 159 FRF
or a value per share before allowance of........................47 122.60576 FRF
Page 61 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 35 of 39 Pages
- ----------------------------- -------------------------------
ANNEX II
--------
REMUNERATION OF THE CONTRIBUTION AND DETERMINATION
--------------------------------------------------
OF THE EXCHANGE PARITY
----------------------
I - EXCHANGE PARITY CRITERIA
A/ DE NOYANGE SHARE
1) As it is a holding company, the actual net assets of De
Noyange are the sole significant criterion for the value
of the share.
A 3% discount was applied.
2) The value of the De Noyange share which was determined
on a basis of re-evaluated net assets prior to discount
is FRF 47 122.60576 (Basis Contribution Balance Sheet as
at 1 July 1998).
Unit value of the De Noyange share prior to discount:
FRF 26 801 029 159
------------------
FRF 47 122.60576 = 568.751
3) Unit value of the De Noyange share after taking into
account the 3% discount:
FRF 47 122.60576 x 0.97 = FRF 45 708.92758
Page 62 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 36 of 39 Pages
- ----------------------------- -------------------------------
(each share has a par value of FRF 100)
B/ CARREFOUR SHARE
Unit value of the Carrefour share: FRF 3628.53786, rounded to
FRF 3628
This rate was established on the basis of the average trading
price over the six month period preceding 6 August 1998,
trading price at closing weighted for volume (source: Reuter).
The capital of Carrefour is divided into 38,475,354 shares.
(each share has a par value of FRF 100)
II - DETERMINATION OF EXCHANGE PARITY
--------------------------------
One De Noyange share for 12.598932 Carrefour shares.
III - REMUNERATION OF THE CONTRIBUTION
--------------------------------
Number of Carrefour shares to be issued in remuneration of the
contribution: 7,165,655 shares.
Page 63 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 37 of 39 Pages
- ----------------------------- -------------------------------
ANNEX III
---------
DETAIL OF RE-EVALUATED ASSETS
-----------------------------
AND LIABILITIES OF DE NOYANGE
-----------------------------
(Expressed in French francs)
I. DE NOYANGE ASSETS
-----------------
A/ Fixed Tangible assets
Technical installation office equipment 121 421
Amortization of office equipment (121 421)
General installation, leasehold improvements 56 491
Amortization of leasehold improvements (56 491)
Office furniture 491 800
Amortization of office furniture (491 800)
TOTAL 1
B/ Long-term loans and trade investments
CARREFOUR 25 997 224 900
Achtsloten 223 671 423
Brepa 351 465 700
Other long-term loans and trade investments 220 250
TOTAL 26 572 582 273
C/ Current Assets
Trade and related receivables 730
Income to be received 13 470
Receivable on Sogecable sale 108 802 474
TOTAL 108 816 674
D/ Investment securities
Magellan 267 570 012
Selection Entreprise 11 889 036
Gestion Monetaire 184 752
Comptoirs Modernes 16 000
Q.C.S. 4 254 855
Sector Fund 7 249 800
Fixed period deposit 1 429 007
Selection Securite 294 470
TOTAL 292 887 932
E/ Cash and banks
CCF 75 316 781
DLJ 3 673
Banque Sao Paulo 514 822
Page 64 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 38 of 39 Pages
- ----------------------------- -------------------------------
Banque BSD 2 387 072
Petty cash 1 696
TOTAL 78 224 044
TOTAL ASSETS 27 052 510 924
Page 65 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 39 of 39 Pages
- ----------------------------- -------------------------------
II. DE NOYANGE LIABILITIES
----------------------
A/ Provisions pour contingencies and charges 4 276 000
B/ Trade and related payables 12 213 416
C/ Amounts due to gov't authorities (tax,
social security, etc..) 68 066 180
Of which a corporate income tax liability of
59 289 382 as follows:
DE NOYANGE 56 385 543
DMD 2 533 141
LE MOULIN 100 337
CYBELE 71 075
PHILIPPE 199 286
D/ Other liabilities 166 926 169
Of which dividends to be paid in a 148 796 542
total amount of:
The other liabilities are current
accounts of the partners in an
amount of: 18 129 627
TOTAL LIABILITIES AND PROVISIONS 251 481 765
- -------------------------------------------------------------------------------
TOTAL RE-EVALUATED NET ASSETS CONTRIBUTED FRF 26 801 029 159
- -------------------------------------------------------------------------------
Page 66 of 67 Pages
Exhibit Index Appears on Page 8
<PAGE>
Schedule 13D
- ----------------------------- -------------------------------
CUSIP No. 716768106 Page 1 of 1 Pages
- ----------------------------- -------------------------------
EXHIBIT E TO
AMENDMENT NO. 1 TO SCHEDULE 13D
JOINT FILING AGREEMENT AMONG CARREFOUR S.A.,
A FRENCH CORPORATION, AND FOURCAR, B.V.,
A NETHERLANDS CORPORATION
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any amendments
thereto need to be filed whenever one or more persons are required to file such
a statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
CARREFOUR S.A. and FOURCAR, B.V. hereby agree, in accordance with Rule
13d-1(k) under the Act, to file a statement on Schedule 13D relating to their
ownership of Common Stock of PetsMart, Inc., a Delaware corporation, and do
hereby further agree that said statement shall be filed on behalf of each of
them.
CARREFOUR, S.A.
Dated: February 17, 1999 By: /s/ Yves Sisteron
-----------------------------------
Name: Yves Sisteron
Title: Authorized Signatory
FOURCAR, B.V.
Dated: February 17, 1999 By: /s/ Yves Sisteron
-----------------------------------
Name: Yves Sisteron
Title: Authorized Signatory
Page 67 of 67 Pages
Exhibit Index Appears on Page 8
