<PAGE> 1
This filing is made pursuant
to Rule 424(b)(3) under
the Securities Act of
1933 in connection with
Registration No. 333-39295
PROSPECTUS
PETCO ANIMAL SUPPLIES, INC.
369,237 Shares of Common Stock, Par Value $.0001 Per Share
This Prospectus relates to 369,237 shares of common stock, par value $.0001
per share (the "Common Stock"), of Petco Animal Supplies, Inc., a Delaware
corporation (the "Company"), which may be offered from time to time by certain
stockholders of the Company (such holders being hereinafter described as the
"Selling Stockholders"). The shares of Common Stock to be registered hereunder
are hereinafter referred to as the "Securities." The Selling Stockholders
acquired the Securities in private placements of the Common Stock in August,
September and October 1997 in connection with the acquisition by the Company of
certain companies owned and operated by the Selling Stockholders.
All of the Securities are to be offered for the account of the Selling
Stockholders. The Selling Stockholders, directly or through agents, dealers or
underwriters, may offer and sell from time to time all or any part of the
Securities held by each of them in amounts and on terms to be determined or at
quoted prices then prevailing on the Nasdaq National Market. To the extent
required, the amounts of the Securities to be sold, purchase prices, public
offering prices, the names of any agents, dealers or underwriters, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying Prospectus Supplement or, if appropriate, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part. The Selling Stockholders reserve the sole right to accept and,
together with any agent of the Selling Stockholders, to reject in whole or in
part any proposed purchase of the Securities. The Selling Stockholders will pay
any sales commissions or other seller's compensation applicable to such
transactions. The Selling Stockholders and agents who execute orders on their
behalf may be deemed to be underwriters as that term is defined in Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"), and a portion
of any proceeds of sales and discounts, commissions or other seller's
compensation may be deemed to be underwriting compensation for purposes of the
Securities Act. Certain of the Selling Stockholders may pledge or otherwise
encumber shares covered by this Prospectus pursuant to agreements with lenders,
and to the extent such shares subsequently become the property of such lenders
pursuant to such agreements, such shares may be offered and sold from time to
time by such lenders in the manner set forth above. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
The Company will not receive any of the proceeds from the sale of the
Securities.
The Company has agreed to pay all costs of the registration of the
Securities. Such costs, fees and disbursements are estimated to be approximately
$25,000.
The Common Stock to be registered hereunder is listed for trading on the
Nasdaq National Market under the symbol "PETC."
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
-------------------------------
The date of this Prospectus is November 7, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These materials can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Electronic reports, proxy statements
and other information filed through the Commission's Electronic Data Gathering,
Analysis and Retrieval system are publicly available through the Commission's
Web site (http://www.sec.gov). In addition, the Common Stock is listed on the
Nasdaq National Market and similar information concerning the Company can be
inspected and copied at the offices of the National Association of Securities
Dealers, Inc., 1735 "K" Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement"), with
respect to the Securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information about the Company and the Securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended February 1, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended May 3, 1997;
(c) Quarterly Report on Form 10-Q for the quarter ended August 2, 1997;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended February
1, 1997; and
(e) The description of the Common Stock set forth in the Registration
Statement on Form 8-A dated February 28, 1994, as amended by the
Company's Form 8-A/A dated March 15, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
<PAGE> 3
A copy of any or all of the documents incorporated herein by reference
(other than exhibits unless such exhibits are specifically incorporated by
reference in any such document) will be provided without charge to any person,
including a beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request. Requests for such copies should be addressed to
the Secretary of the Company, 9125 Rehco Road, San Diego, California 92121
(telephone number: (619) 453-7845).
<PAGE> 4
THE COMPANY
Certain statements in this Prospectus that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results of the Company to be materially different from historical
results or from any results expressed or implied by such forward-looking
statements. These factors are discussed under the caption "Certain Cautionary
Statements" in the Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997.
The Company is a leading specialty retailer of premium pet food and
supplies. As of August 2, 1997, the Company operated 346 stores, including 294
superstores, in 22 states and the District of Columbia. The Company's strategy
is to become the leading category-dominant national chain of community pet food
and supply superstores by offering its customers a complete assortment of
pet-related products at competitive prices, with superior levels of customer
service at convenient locations. The Company believes that this strategy
provides it with a competitive advantage by combining the broad merchandise
selection and everyday low prices of a pet supply warehouse store with the
convenience and service of a neighborhood pet supply store.
The Company currently utilizes both superstore and traditional store
formats. The Company's expansion strategy is to open and acquire superstores,
including relocations, expansions or remodels of existing traditional stores
into superstores ("conversions"), and to close underperforming stores. In fiscal
1996, the Company opened or acquired 82 superstores, including 24 conversions,
closed eight stores and merged with companies with 30 superstores. In fiscal
1997, the Company expects to open 40 superstores, including conversions of
existing traditional stores into superstore formats.
A significant part of the Company's expansion strategy is to capitalize on
the consolidation of the fragmented pet food and supply industry. The Company
believes that there are acquisition opportunities which would allow the Company
to attract new customers in existing markets, enter new markets and leverage
operating costs. Generally, the Company seeks to acquire established and
well-located stores or chains of stores which are similar in size and format to
the Company's existing superstores.
The Company's stores carry a complete assortment of leading brand name
premium food for dogs and cats, such as Iams, Nature's Recipe, Nutro and Science
Diet, as well as selected mass brand foods, and a broad assortment of supplies
for dogs and cats, such as collars and leashes, grooming products, toys, pet
carriers, cat furniture, dog houses, vitamins, treats and veterinary supplies.
The Company's superstores also offer fish, reptiles, birds, other small animals
and related food and supplies, as well as grooming services in many of its
stores. The Company's pricing strategy is to offer everyday low prices on all
food items which are important in attracting and retaining customers. The
Company believes that offering competitive prices on key food items increases
customer traffic and generates sales of higher margin pet supplies. The
Company's large buying volume and sophisticated distribution network allows it
to compete effectively on price. The Company modifies its pricing policies by
regional or local markets and is able to institute overnight price changes, as
necessary, to meet market competition. The Company's price guarantee program
offers to match all competitors' advertised prices.
The Company's prototype 15,000 square foot superstores carry a complete
merchandise assortment of more than 10,000 active stock keeping units ("SKUs")
of high quality pet-related products. This is equivalent to the number of SKUs
carried by a typical pet supply warehouse store and far exceeds the
approximately 2,000 such items in a typical independent pet store, 500 such
items in a typical mass merchant, 400 such items in a typical supermarket and 20
such items in a typical warehouse club. The Company's traditional stores, which
average 3,500 square feet, also carry a wide variety of premium pet food and
supplies (approximately 5,000 active SKUs). The Company's stores are located in
high-traffic retail areas with ample parking, often in community shopping
centers anchored by a large supermarket. Most of the Company's store managers
and sales associates are better able to assist customers with their needs
because they are pet owners and enthusiasts. The Company's superstores are
brightly illuminated with colorful fixtures and graphics and feature prominent
and attractive signage which is
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designed to create a customer-friendly environment. The Company believes that
its superstore format allows it to create a more customer-friendly environment
than pet supply warehouse stores because of its size, layout and design.
The Company's executive offices are located at 9125 Rehco Road, San Diego,
California 92121, and its telephone number is (619) 453-7845. The Company is
incorporated under the laws of the State of Delaware.
RECENT DEVELOPMENTS
On November 1, 1997, the Company consummated its acquisition of PetCare
Plus, Inc., a Delaware corporation ("PetCare"), pursuant to an Agreement and
Plan of Merger, dated as of October 20, 1997 (the "Merger Agreement"), by and
among the Company, PetCare Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of the Company ("Merger Sub"), PetCare and certain
stockholders of PetCare. Pursuant to the Merger Agreement, Merger Sub was merged
with and into PetCare (the "Merger"), with the result that Merger Sub ceased to
exist and PetCare became a wholly owned subsidiary of the Company. Immediately
after the Merger, PetCare was then merged with and into the Company, with the
result that PetCare ceased to exist. In the Merger, the outstanding common stock
and equivalents (i.e., options, warrants, convertible preferred stock and other
rights to acquire common stock) of PetCare were converted in the aggregate into
the right to receive approximately 1.7 million shares of the Company's Common
Stock. The Merger was intended to qualify as a tax free reorganization and to be
treated as a pooling of interests for accounting purposes.
<PAGE> 6
SELLING STOCKHOLDERS
All of the Securities offered hereby will be sold for the account of the
Selling Stockholders. Information regarding the Selling Stockholders is set
forth in the following table.
<TABLE>
<CAPTION>
Stock Owned Stock Offered for Stock Owned
Registered Owners Prior to Offering Stockholders Acct. After Offering
----------------- ----------------- ------------------ --------------
<S> <C> <C> <C>
R. Keith Bonner and 140,000 140,000 0
Gloria Bonner, Trustees
of the Bonner 1988
Family Trust
Randall R. Gibbs and 115,129 115,129 0
Carolyn A. Gibbs
Ronald Bonner 43,077 43,077 0
Cynthia Muesse 34,087 34,087 0
Gordon Thulemeyer and 32,308 32,308 0
Yvonne Thulemeyer
Blueridge & Co 4,636 4,636 0
</TABLE>
None of the Selling Stockholders has any position, office or other material
relationship with the Company or any of its affiliates (or had any such
position, office or material relationship within the past three years), or will
own greater than one percent of the Common Stock of the Company after this
offering.
PLAN OF DISTRIBUTION
The Selling Stockholders are entitled to distribute from time to time up to
369,237 shares of the Securities, representing approximately 1.9% of the
outstanding Common Stock of the Company on a fully diluted basis as of August 2,
1997. The Selling Stockholders' plan of distribution is set forth on the cover
page of this Prospectus.
EXPERTS
The financial statements of the Company as of February 3, 1996 and February
1, 1997, and for each of the years in the three-year period ended February 1,
1997, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Pet Food Warehouse, Inc. as of February 3,
1996, and for the years ended January 28, 1995 and February 3, 1996, included in
the Annual Report on Form 10-K and incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Latham & Watkins, San Diego, California.
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No dealer, salesperson or other
individual has been authorized to give
any information or make any
representations other than those
contained in this Prospectus and, if
given or made, such information or
representations must not be relied upon
as having been authorized by the
Company. This Prospectus does not
constitute an offer by the Company to
sell, or a solicitation of an offer to
buy, the securities offered hereby in
any jurisdiction where, or to any person
to whom, it is unlawful to make an offer
or solicitation. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any
circumstances, create an implication
that there has been any change in the
affairs of the Company since the date
hereof or that the information contained
herein is correct or complete as of any
time subsequent to the date hereof.
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TABLE OF CONTENTS
PAGE
----
Available Information..................2
Incorporation of Certain
Documents by Reference.............2
The Company............................4
Recent Developments....................5
Selling Stockholders...................6
Plan of Distribution ..................6
Experts................................6
Legal Matters..........................6
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369,237 SHARES
PETCO ANIMAL
SUPPLIES, INC.
COMMON STOCK
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P R O S P E C T U S
---------------------
NOVEMBER 7, 1997
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