<PAGE> 1
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): DECEMBER 31, 1996
PETCO ANIMAL SUPPLIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-23574 33-0479906
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
</TABLE>
9125 REHCO ROAD, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 453-7845
Page 1 of 15
Exhibit Index on Page 13
<PAGE> 2
This Current Report on Form 8-K is filed by Petco Animal Supplies,
Inc., a Delaware corporation ("Petco"), in connection with the matters described
herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 1996, Petco consummated a merger (the "Merger") whereby
Petco acquired control of Pet Food Warehouse, Inc., a Minnesota corporation
("PFW"), pursuant to an Agreement and Plan of Merger dated as of October 3, 1996
(the "Merger Agreement") among Petco, PASI Acquisition Corp., a newly formed,
wholly owned Minnesota subsidiary of Petco ("Merger Sub"), and PFW. Under the
Merger Agreement, Merger Sub was merged with and into PFW, whereupon the
separate existence of Merger Sub ceased and PFW became a wholly owned subsidiary
of Petco. Immediately following the Merger, PFW was then merged with and into
Petco, with the result that PFW ceased to exist and Petco continues as the
surviving corporation. Consummation of the Merger followed approval by the
stockholders of PFW, which was obtained at a stockholder meeting held on
December 31, 1996.
In connection with the Merger, each outstanding share of common stock
of PFW, par value $.01 per share (the "PFW Common Stock"), was converted into
the right to receive 0.2173913 of a share (the "Exchange Ratio") of common stock
of Petco, par value $.0001 per share (the "Petco Shares"), together with a cash
payment in lieu of any fractional Petco Shares to which a holder of PFW Common
Stock otherwise was entitled. Each option and warrant to purchase PFW Common
Stock (respectively, the "PFW Options" and "PFW Warrants") has been assumed by
Petco and constitutes an option or warrant, as the case may be, to acquire Petco
Shares on substantially the same terms and conditions as were applicable under
such PFW Options and PFW Warrants, adjusted in accordance with the Exchange
Ratio. Through the acquisition of the outstanding PFW Common Stock, Petco
indirectly acquired all of PFW's assets, which include, among other things,
leases with respect to thirty-two retail pet supply stores located in Minnesota,
Wisconsin, Iowa, North Dakota and South Dakota, and certain tangible personal
property and inventory used in connection with the operation of such stores.
Prior to the Merger, Petco did not beneficially own, directly or indirectly, any
of PFW's voting securities apart from any beneficial ownership interest it may
have had as a result of entering into the Merger Agreement.
The Merger was structured as a reverse triangular merger intended to
qualify as a tax free reorganization. The Merger will be treated as a "pooling
of interests" for accounting purposes.
Pursuant to the Merger Agreement, Marvin W. Goldstein, formerly
Chairman, President and Chief Executive Officer of PFW, will be employed by
Petco as a Senior Vice President until March 31, 1997, after which time Mr.
Goldstein will enter into a six-month consulting agreement with Petco. In
addition, Mr. Goldstein has entered into a five year non-competition agreement
with Petco, which commences upon the termination of Mr. Goldstein's consulting
period. Petco does not anticipate that any directors or officers of PFW, other
than Mr. Goldstein, will become directors or officers of Petco.
The foregoing summary of the terms of the Merger Agreement and the
Merger does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is filed as
Exhibit 2.1 and incorporated herein by reference.
On January 2, 1997, Petco issued a press release announcing the
consummation of the Merger, a copy of which is filed as Exhibit 99.1 and
incorporated herein by reference.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Substantially the same information as that required by
paragraph (a) of Item 7 has been previously reported by PFW in its Form 10-Q for
the quarter ended November 2, 1996 (File No. 0-22504). In accordance with
General Instruction B.3 to the Form 8-K, such information is not reported in
this Form 8-K.
(b) Pro Forma Financial Information.
See attached Unaudited Pro Forma Condensed Combining
Consolidated Financial Statements of Petco and PFW as of and for the thirty-nine
weeks ended November 2, 1996 and October 28, 1995 and for each of the years in
the three year period ended February 3, 1996.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of October 3, 1996 among
Petco Animal Supplies, Inc., PASI Acquisition Corp. and Pet
Food Warehouse, Inc. Incorporated by reference to Appendix A
to Petco's Registration Statement on Form S-4 (File No. 333-
14699).
99.1 Press Release, dated January 2, 1997, issued by Petco Animal
Supplies, Inc.
3
<PAGE> 4
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.
Date: January 7, 1997 Petco Animal Supplies, Inc.
By: /s/ James M. Myers
-------------------------------
James M. Myers
Senior Vice President - Finance
4
<PAGE> 5
UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED
FINANCIAL STATEMENTS
The unaudited pro forma condensed combining consolidated balance sheet
combines Petco's consolidated balance sheet as of November 2, 1996 with PFW's
balance sheet as of that date, giving effect to the Merger as if it occurred on
November 2, 1996. The unaudited pro forma condensed combining consolidated
statements of operations combine Petco's consolidated statements of operations
for the thirty-nine weeks ended November 2, 1996 and October 28, 1995 and for
each of the years in the three-year period ended February 3, 1996 with PFW's
statements of operations for the thirty-nine weeks ended November 2, 1996 and
October 28, 1995 and for the fiscal years ended February 3, 1996, January 28,
1995 and December 31, 1993, giving effect to the Merger as if it had occurred at
the beginning of each period presented on a pooling of interests basis. The pro
forma financial information should be read in conjunction with Petco's and PFW's
historical consolidated financial statements and notes thereto contained in
Petco's Report on Form 10-Q for the quarter ended November 2, 1996, Petco's
Report on Form 10-K for the year ended February 3, 1996, PFW's Report on Form
10-Q for the quarter ended November 2, 1996 and PFW's Report on Form 10-K for
the year ended February 3, 1996. The pro forma information is presented for
illustrative purposes only and is not necessarily indicative of actual results
that would have been achieved had the Merger been consummated at the beginning
of the periods presented or of future results.
5
<PAGE> 6
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 2, 1996
------------------------------------------------
HISTORICAL PRO FORMA
-------------------- -------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- ------- -------------- --------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $ 42,927 $ 4,415 $ -- $ 47,342
Receivables.................................... 6,741 1,136 -- 7,877
Inventories.................................... 63,288 7,670 -- 70,958
Other.......................................... 2,290 1,105 -- 3,395
-------- ------- ------- --------
Total current assets................... 115,246 14,326 -- 129,572
Fixed assets, net................................ 84,369 9,203 -- 93,572
Goodwill......................................... 37,418 -- -- 37,418
Deferred tax assets.............................. 12,777 -- 2,925 15,702
Other assets..................................... 2,419 412 -- 2,831
-------- ------- ------- --------
$252,229 $23,941 $ 2,925 $279,095
======== ======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 29,524 $ 1,674 $ -- $ 31,198
Accrued expenses............................... 16,780 1,532 2,250 20,562
Accrued salaries and employee benefits......... 6,332 743 -- 7,075
Current portion of capital lease and other
obligations................................. 4,006 319 -- 4,325
-------- ------- ------- --------
Total current liabilities.............. 56,642 4,268 2,250 63,160
Capital lease and other obligations, excluding
current portion................................ 14,152 937 -- 15,089
Accrued store closing costs...................... 7,496 -- -- 7,496
Deferred rent.................................... 2,624 1,249 -- 3,873
Stockholders' equity:
Common Stock................................... 2 94 (94) 2
Additional paid-in capital..................... 210,817 25,764 94 236,675
Accumulated deficit............................ (39,504) (8,371) 675 (47,200)
-------- ------- ------- --------
Total stockholders' equity............. 171,315 17,487 675 189,477
-------- ------- ------- --------
$252,229 $23,941 $ 2,925 $279,095
======== ======= ======= ========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
6
<PAGE> 7
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996
-----------------------------------------------------
HISTORICAL PRO FORMA
--------------------- ---------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- -------- -------------- --------
<S> <C> <C> <C> <C>
Net sales................................... $307,692 $ 49,806 $ -- $357,498
Cost of sales and occupancy costs........... 228,786 37,042 -- 265,828
---------- ---------- ---------- ----------
Gross profit...................... 78,906 12,764 -- 91,670
Selling, general and administrative
expenses.................................. 66,629 12,254 -- 78,883
Merger and nonrecurring charges............. 17,894 -- -- 17,894
---------- ---------- ---------- ----------
Operating income (loss)........... (5,617) 510 -- (5,107)
Interest income............................. 1,406 217 -- 1,623
Interest expense............................ (1,243) (61) -- (1,304)
---------- ---------- ---------- ----------
Earnings (loss) before income
taxes........................... (5,454) 666 -- (4,788)
Income taxes (benefit)...................... (1,045) -- 233 (812)
---------- ---------- ---------- ----------
Net earnings (loss)............... $ (4,409) $ 666 $ (233) $ (3,976)
=========== ========== ========== ===========
Net earnings (loss) per common and common
equivalent share.......................... $ (0.28) $ 0.07 $ -- $ (0.23)
=========== ========== ========== ===========
Weighted average number of common and common
equivalent shares outstanding(1).......... 15,586,805 9,455,252 (7,403,062) 17,638,995
=========== ========== ========== ===========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
7
<PAGE> 8
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995
-----------------------------------------------------
HISTORICAL PRO FORMA
--------------------- ---------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- -------- -------------- --------
<S> <C> <C> <C> <C>
Net sales................................... $195,523 $ 43,357 $ -- $238,880
Cost of sales and occupancy costs........... 152,473 33,681 -- 186,154
---------- ---------- ---------- ----------
Gross profit...................... 43,050 9,676 -- 52,726
Selling, general and administrative
expenses.................................. 50,128 12,295 -- 62,423
---------- ---------- ---------- ----------
Operating income (loss)........... (7,078) (2,619) -- (9,697)
Interest income............................. 953 344 -- 1,297
Interest expense............................ (642) (27) -- (669)
---------- ---------- ---------- ----------
Earnings (loss) before income
taxes........................... (6,767) (2,302) -- (9,069)
Income taxes (benefit)...................... (12,110) -- (806) (12,916)
---------- ---------- ---------- ----------
Net earnings (loss)............... $ 5,343 $ (2,302) $ 806 $ 3,847
=========== ========== ========== ===========
Net earnings (loss) per common and common
equivalent share.......................... $ 0.43 $ (0.25) $ -- $ 0.27
=========== ========== ========== ===========
Weighted average number of common and common
equivalent shares outstanding(1).......... 12,320,692 9,328,912 (7,276,722) 14,372,882
=========== ========== ========== ===========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
8
<PAGE> 9
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED FEBRUARY 3, 1996
---------------------------------------------------
HISTORICAL PRO FORMA
-------------------- --------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- -------- -------------- --------
<S> <C> <C> <C> <C>
Net sales..................................... $293,631 $ 61,095 $ -- $354,726
Cost of sales and occupancy costs............. 224,540 46,747 -- 271,287
---------- ---------- ---------- ----------
Gross profit........................ 69,091 14,348 -- 83,439
Selling, general and administrative
expenses.................................... 70,808 16,332 -- 87,140
---------- ---------- ---------- ----------
Operating income (loss)............. (1,717) (1,984) -- (3,701)
Loss on disposal of stores.................... -- (3,500) -- (3,500)
Interest income............................... 1,081 427 -- 1,508
Interest expense.............................. (836) (36) -- (872)
---------- ---------- ---------- ----------
Earnings (loss) before income
taxes............................. (1,472) (5,093) -- (6,565)
Income taxes (benefit)........................ (9,785) -- (1,751) (11,536)
---------- ---------- ---------- ----------
Net earnings (loss)................. $ 8,313 $ (5,093) $ 1,751 $ 4,971
=========== ========== ========== ===========
Net earnings (loss) per common and common
equivalent share............................ $ 0.67 $ (0.55) $ -- $ 0.34
=========== ========== ========== ===========
Weighted average number of common and common
equivalent shares outstanding(1)............ 12,430,720 9,330,171 (7,046,826) 14,714,065
=========== ========== ========== ===========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
9
<PAGE> 10
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY 28, 1995
---------------------------------------------------
HISTORICAL PRO FORMA
-------------------- --------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- -------- -------------- --------
<S> <C> <C> <C> <C>
Net sales..................................... $205,178 $ 36,285 $ -- $241,463
Cost of sales and occupancy costs............. 153,607 28,052 -- 181,659
---------- ---------- ----------- ----------
Gross profit........................ 51,571 8,233 -- 59,804
Selling, general and administrative
expenses.................................... 44,128 10,997 -- 55,125
---------- ---------- ----------- ----------
Operating income (loss)............. 7,443 (2,764) -- 4,679
Interest income............................... 427 610 -- 1,037
Interest expense-primarily to related
parties..................................... (1,147) (40) -- (1,187)
---------- ---------- ----------- ----------
Earnings (loss) before income
taxes............................. 6,723 (2,194) -- 4,529
Income taxes (benefit)........................ 1,969 -- (955) 1,014
---------- ---------- ----------- ----------
Net earnings (loss)................. $ 4,754 $ (2,194) $ 955 $ 3,515
========== ========== =========== ===========
Net earnings (loss) per common and common
equivalent share............................ $ 0.57 $ (0.24) $ -- $ 0.34
========== ========== =========== ===========
Weighted average number of common and common
equivalent shares outstanding(1)............ 8,340,803 9,001,257 (7,050,379) 10,291,681
========== ========== =========== ===========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
10
<PAGE> 11
UNAUDITED PRO FORMA CONDENSED COMBINING
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------------------
HISTORICAL
-------------------------
JAN. 29, DEC. 31, PRO FORMA
1994 1993 --------------------------
PETCO PFW ADJUSTMENTS(1) COMBINED
-------- ------------- -------------- --------
<S> <C> <C> <C> <C>
Net sales.................................... $160,841 $ 18,170 $ -- $179,011
Cost of sales and occupancy costs............ 120,574 14,113 -- 134,687
---------- ---------- ---------- ----------
Gross profit....................... 40,267 4,057 -- 44,324
Selling, general and administrative
expenses................................... 35,969 5,671 -- 41,640
---------- ---------- ---------- ----------
Operating income (loss)............ 4,298 (1,614) -- 2,684
Interest income.............................. 1 60 -- 61
Interest expense-primarily to related
parties.................................... (5,105) (26) -- (5,131)
---------- ---------- ---------- ----------
Earnings (loss) before income
taxes............................ (806) (1,580) (2,386)
Income taxes (benefit)....................... 51 (9) (452) (410)
---------- ---------- ---------- ----------
Net earnings (loss)................ $ (857) $ (1,571) $ 452 $ (1,976)
=========== ========== ========== ===========
Net earnings (loss) per common and common
equivalent share(4)........................ $ -- $ (0.38) $ -- $ --
=========== ========== ========== ===========
Weighted average number of common and common
equivalent shares outstanding(1)........... -- 4,117,055 -- --
=========== ========== ========== ===========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated
Financial Statements.
11
<PAGE> 12
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(1) The adjustments to the unaudited pro forma condensed combining consolidated
balance sheet give effect to the assumed issuance of 2,052,190 shares of
Petco Common Stock as if the Merger had been consummated as of November 2,
1996 and an anticipated charge for Merger-related expenses totaling
approximately $2.3 million. Such Merger-related expenses include only
financial advisory fees, legal and accounting expenses and other
miscellaneous transaction costs; they do not include any severance payments
that may be made to PFW employees in connection with the Merger, any costs
relating to possible store conversions or closures or any other costs that
may arise in connection with the Merger. These Merger-related expenses are
estimated to be in the range of $15.0-$23.0 million and are expected to be
charged to the operations of Petco and PFW as incurred. The unaudited pro
forma condensed combining consolidated statements of operations do not
reflect these non-recurring charges which will be recorded as incurred. The
pro forma combining common stock in the unaudited pro forma condensed
combining consolidated balance sheet is based on the historical par value of
PFW Common Stock being valued at the Petco Common Stock par value of
$0.0001. The unaudited pro forma condensed combining consolidated statements
of operations include adjustments to recognize deferred income taxes
(benefit) related to previously unrecognized PFW net operating loss
carryforwards in accordance with SFAS No. 109. The pro forma combining per
share amounts in the unaudited pro forma condensed combining consolidated
statements of operations are based upon the historical weighted average
number of shares of common stock and dilutive common stock equivalents of
Petco outstanding during each period presented. In addition, the shares of
Petco Common Stock to be issued in connection with the Merger, based on the
equivalent weighted average shares and the dilutive common share equivalents
of PFW outstanding during each period presented, are treated as outstanding
during each such period.
(2) The unaudited pro forma condensed combining consolidated financial
statements do not include adjustments to conform the accounting policies of
PFW to those followed by Petco. The nature and extent of such adjustments,
if any, will be based upon further study and analysis and are not expected
to be significant in relationship to the consolidated financial statements
of Petco.
(3) Certain financial statement balances of PFW have been reclassified to
conform with Petco's financial statement presentation.
(4) Due to differences in capital structure, Petco net earnings (loss) per share
information prior to fiscal 1994 is not comparable and, accordingly, is not
presented.
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of October 3, 1996 --
among Petco Animal Supplies, Inc., PASI Acquisition Corp. and
Pet Food Warehouse, Inc. Incorporated by reference to Appendix
A to Petco's Registration Statement on Form S-4 (File No. 333-
14699).
99.1 Press Release, dated January 2, 1997, issued by Petco Animal 14
Supplies, Inc.
</TABLE>
13
<PAGE> 1
EXHIBIT 99.1
[Business Wire letterhead]
(BW)(PETCO)(PETC) PETCO ANIMAL SUPPLIES, INC. ACQUIRES PET FOOD WAREHOUSE, INC.
FOR STOCK
Business Editors
SAN DIEGO--(BUSINESS WIRE)--Jan. 2, 1997--
--Acquisition Provides PETCO With a Strong Midwest Presence--
PETCO Animal Supplies, Inc. (NASDAQ:PETC), one the nation's largest
specialty retailers of pet food and supplies, announced today that it completed
the acquisition of Pet Food Warehouse, Inc. (NASDAQ:PFWA) on December 31,
1996. The addition of Pet Food Warehouse's 32 stores will bring the number of
stores owned and operated by PETCO to 325 in 21 states and the District of
Columbia by its February 2 fiscal year end.
Under the terms of the merger agreement, shareholders of Pet Food Warehouse
will receive 0.2173913 shares of PETCO common stock for each common share of
Pet Food Warehouse. Following the issuance of approximately two million shares
in this transaction, which is intended to qualify as a tax free reorganization
and pooling of interests for accounting purposes, PETCO will have 18.6 million
shares outstanding.
Brian K. Devine, PETCO's Chairman, President and Chief Executive Officer,
said, "Our acquisition of Pet Food Warehouse, a major midwestern retailer of
pet food and supplies, represents an important strategic move consistent with
our mission to build shareholder value by further growing PETCO into the
premier specialty retailer of pet food and supplies in the United States. The
combination with Pet Food Warehouse will increase PETCO's annual sales to
approximately $500 million with a significant presence in each of the following
major markets; west coast, southwest, mid-Atlantic, New England, and now the
upper midwest."
"We are delighted with the merger as Pet Food Warehouse is an ideal vehicle
for PETCO's entry into the highly attractive midwest region. Also as a result
of the acquisition, we will benefit from the talents of a management team led
by Chairman, President and CEO, Marvin W. Goldstein, a group that has guided a
major turnaround of their company over the past year," continued Mr. Devine.
"Based on the similarity of the companies' product offerings, and the fact
that there is no geographic overlap of operations, we anticipate a smooth
integration of Pet Food Warehouse's stores into PETCO's system. We believe that
the combination will be accretive to earnings in 1997 and thereafter and that
significant opportunities for further expansion will emerge throughout the
midwest region as a result of this merger," concluded Mr. Devine.
Mr. Goldstein added: "We believe this is a good transaction for all of our
constituencies: shareholders, customers, employees and communities."
<PAGE> 2
Based in Minneapolis, Minnesota, Pet Food Warehouse operates pet food and
supply stores in the Upper Midwest area with locations in Minnesota, Wisconsin,
North Dakota, South Dakota, and Iowa. The chain's annual sales are
approximately $70 million with an average-store size of approximately 17,000
square feet.
"Safe Harbor" statement under the Private Securities Litigation Reform Act
of 1995: Certain statements in this release 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 PETCO 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 PETCO's Annual Report on Form 10-K for the year ended February
3, 1996.
<TABLE>
<CAPTION>
Combined Stores by State
<S> <C>
Arizona 11
California 125
Colorado 4
Connecticut 9
District of Columbia 1
Iowa 5
Maryland 6
Massachusetts 17
Minnesota 17
Nevada 3
New Hampshire 3
New Jersey 12
New York 14
North Dakota 2
Oregon 10
Pennsylvania 9
Rhode Island 1
South Dakota 1
Texas 37
Virginia 8
Washington 23
Wisconsin 7
Total 325
</TABLE>
CONTACT: James Myers
Sr. Vice President
PETCO Animal Supplies, Inc.
619/677-3005
