PETSMART INC
8-K, 1999-05-05
RETAIL STORES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 30, 1999



                                 PETSMART, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)



        0-21888                                         94-3024325
 (Commission File No.)                       (IRS Employer Identification No.)


                             19601 NORTH 27TH AVENUE
                                PHOENIX, AZ 85027
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (623) 580-6100
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ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

          (a)  Previous independent accountants

               (i)   On April 30, 1999, the Registrant dismissed
                     PricewaterhouseCoopers LLP as its independent accountants.

               (ii)  The reports of PricewaterhouseCoopers LLP on the
                     Registrant's financial statements as of February 1, 1998
                     and January 31, 1999 and for each of the years in the
                     three-year period ended January 31, 1999 contained no
                     adverse opinion or disclaimer of opinion and were not
                     qualified or modified as to uncertainty, audit scope or
                     accounting principles.

               (iii) The decision to dismiss PricewaterhouseCoopers LLP was
                     approved by the Registrant's Audit Committee.

               (iv)  During the Registrant's two most recent fiscal years and
                     through the subsequent interim period ended April 30, 1999,
                     there have been no disagreements with
                     PricewaterhouseCoopers LLP on any matter of accounting
                     principles or practices, financial statement disclosure or
                     auditing scope or procedure, which disagreements if not
                     resolved to the satisfaction of PricewaterhouseCoopers LLP
                     would have caused them to make reference thereto in their
                     report.

               (v)   During the two most recent fiscal years and through April
                     30, 1999, there have been no reportable events (as defined
                     in Regulation S-K Item 304(a)(1)(v)).

               (vi)  The Registrant has requested that PricewaterhouseCoopers
                     LLP furnish it with a letter addressed to the Securities
                     and Exchange Commission (the "SEC") stating whether or not
                     it agrees with the above statements. Such letter will be 
                     filed by amendment.

          (b)  New independent accountants

               (i)   The Registrant engaged Deloitte & Touche LLP as its new
                     independent accountants as of April 30, 1999. During the
                     two most recent fiscal years and through April 30, 1999,
                     the Registrant has not consulted with Deloitte & Touche LLP
                     on items which (1) were or should have been subject to
                     Statement of Auditing Standard No. 50 or (2) concerned the
                     subject matter of a disagreement or reportable event with
                     the former accountants (as described in Regulation S-K Item
                     304(a)(2)).



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   PETsMART, INC.



Dated:  May 5, 1999                By:      /s/ Neil T. Watanabe                
                                            ------------------------------------
                                            Neil T. Watanabe
                                            Executive Vice President and Chief 
                                            Financial Officer




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