<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PETCO ANIMAL SUPPLIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0479906
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
---------------
9125 REHCO ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 453-7845
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Copies to:
BRIAN K. DEVINE THOMAS A. EDWARDS, ESQ.
CHAIRMAN LATHAM & WATKINS
9125 REHCO ROAD 701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92121 SAN DIEGO, CALIFORNIA 92101
(619) 453-7845 (619) 236-1234
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value............ 369,237 $28.31 $10,453,100 $3,168
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457, and based on a per share price of $28.31, the
average of the high and low prices of the Company's common stock as reported
on the Nasdaq National Market on October 28, 1997.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Page 1 of 17
Exhibit Index on Page 13
<PAGE> 2
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 ____________, 1997.
<PAGE> 3
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> 4
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).
3
<PAGE> 5
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
4
<PAGE> 6
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 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 October 20, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among the Company, PetCare Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of the Company
("Merger Sub"), and PetCare Plus, Inc., a Delaware corporation ("PetCare"),
pursuant to which Merger Sub will be merged with and into PetCare (the
"Merger"), with the result that Merger Sub will cease to exist and PetCare will
become a wholly owned subsidiary of the Company. 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 will be converted in
the aggregate into the right to receive approximately 1.7 million shares of the
Company's Common Stock.
The Merger is intended to qualify as a tax free reorganization and to
be treated as a pooling of interests for accounting purposes. It is anticipated
that the consummation of the Merger will occur on or about November 1, 1997.
5
<PAGE> 7
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.
6
<PAGE> 8
==========================================================
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.
----------------
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
==========================================================
==========================================================
369,237 SHARES
PETCO ANIMAL
SUPPLIES, INC.
COMMON STOCK
-------------------------
P R O S P E C T U S
-------------------------
____________, 1997
==========================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses to be incurred in
connection with this Registration Statement. All such expenses will be paid by
the Company.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee........ $ 3,168
Blue Sky fees and expenses................................. 2,000
Public accountants' fees................................... 5,000
Company legal fees and expenses............................ 10,000
Miscellaneous expenses..................................... 4,832
TOTAL............................................ $25,000
</TABLE>
All of the above items except the registration fee are estimates.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law. Delaware
law permits, but does not require, a corporation to indemnify officers,
directors, employees or agents and expressly provides that the indemnification
provided for under Delaware law shall not be deemed exclusive of any
indemnification right under any bylaw, vote of stockholders or disinterested
directors, or otherwise. Delaware law permits indemnification against expenses
and certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the Company, provided that
each such person acted in good faith and in a manner that he or she reasonably
believed was in or not opposed to the Company's best interests and in the case
of a criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Delaware law does not allow indemnification of directors in the
case of an action by or in the right of the Company (including stockholder
derivative suits) unless the directors successfully defend the action or
indemnification is ordered by the court.
The Company has entered into indemnification agreements with certain
officers and directors to effectuate these indemnity provisions.
II-1
<PAGE> 10
Item 16. Exhibits.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page hereto).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on the 31st day of October, 1997.
PETCO ANIMAL SUPPLIES, INC.
By: /S/ BRIAN K. DEVINE
-------------------------------------
Brian K. Devine
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
Brian K. Devine and Richard C. St. Peter, and either of them, with full power of
substitution and resubstitution, as his true and lawful attorneys-in-fact, for
him in any and all capacities, to sign any amendments (including post-effective
amendments or supplements) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Commission.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ BRIAN K. DEVINE Chairman, President and Chief Executive October 31, 1997
- ---------------------------------- Officer (Principal Executive Officer)
Brian K. Devine
/S/ RICHARD C. ST. PETER Executive Vice President, Chief Financial October 31, 1997
- ---------------------------------- Officer and Secretary (Principal Financial
Richard C. St. Peter Officer)
/S/ JAMES M. MYERS Senior Vice President, Finance (Principal October 31, 1997
- ---------------------------------- Accounting Officer)
James M. Myers
/S/ ANDREW G. GALEF Director October 31, 1997
- ----------------------------------
Andrew G. Galef
/S/ RICHARD J. LYNCH, JR. Director October 31, 1997
- ----------------------------------
Richard J. Lynch, Jr.
/S/ JIM F. MCCANN Director October 31, 1997
- ----------------------------------
Jim F. McCann
/S/ PETER M. STARRETT Director October 31, 1997
- ----------------------------------
Peter M. Starrett
</TABLE>
II-4
<PAGE> 13
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement
on Form S-3 or are incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
5.1 Opinion of Latham & Watkins. 14
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). --
23.2 Consent of KPMG Peat Marwick LLP. 16
23.3 Consent of Arthur Andersen LLP. 17
24.1 Power of Attorney (included on signature page hereto). --
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
October 31, 1997
Petco Animal Supplies, Inc.
9125 Rehco Road
San Diego, California 92121
Re: Registration Statement on Form S-3;
369,237 Shares of Common Stock, Par Value $.0001 Per Share
Ladies and Gentlemen:
In connection with the registration by Petco Animal Supplies, Inc., a
Delaware corporation (the "Company"), of 369,237 shares of common stock of the
Company, par value $.0001 per share (the "Shares"), under the Securities Act of
1933, as amended (the "Act"), on a Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on October 31, 1997
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings have been timely
completed in the manner described in the Registration Statement. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that, as of the date of this
opinion, the Shares have been duly authorized and are validly issued, fully paid
and non-assessable.
<PAGE> 2
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Petco Animal Supplies, Inc:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
San Diego, California
October 31, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 15, 1996 on the financial statements of Pet
Food Warehouse, Inc. (which are included in the restated pooled financial
statements of Petco Animal Supplies, Inc.) in this Registration Statement on
Form S-3 of Petco Animal Supplies, Inc. It should be noted that we have not
audited any financial statements of Pet Food Warehouse, Inc. subsequent to
February 3, 1996 or performed any audit procedures subsequent to the date of our
report.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 31, 1997
