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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13-E TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6---Final Amendment)
PETCO ANIMAL SUPPLIES, INC.
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(Name of the Issuer)
PETCO ANIMAL SUPPLIES, INC.
BRIAN K. DEVINE
BRUCE C. HALL
JAMES M. MYERS
WILLIAM M. WOODARD
BD RECAPITALIZATION HOLDINGS LLC
GREEN EQUITY INVESTORS III, L.P.
TPG PARTNERS III, L.P.
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(Name of the Person(s) Filing Statement)
Common Stock, Par Value $.0001 Per Share
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(Title of Class of Securities)
716016100
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(CUSIP Number of Class of Securities)
BRIAN K. DEVINE JOHN G. DANHAKL
Chairman, President BD Recapitalization Corp.
and Chief Executive Officer 11111 Santa Monica Boulevard
PETCO Animal Supplies, Inc. Los Angeles, CA 90025
9125 Rehco Road (310) 954-0444
San Diego, California 92121
(858) 453-7845
Copies to:
THOMAS A. EDWARDS, ESQ. NICHOLAS P. SAGGESE, ESQ.
Latham & Watkins Skadden, Arps, Slate, Meagher & Flom LLP
701 "B" Street, Suite 2100 300 South Grand Avenue, Suite 3400
San Diego, California 92101 Los Angeles, California 90071
(619) 236-1234 (213) 687-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction. [X]
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This Amendment No. 6 (this "Final Amendment") is being
filed as the Final Amendment to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 first filed on June 20, 2000, as amended (the "Schedule
13E-3") and is being filed by: (1) PETCO Animal Supplies, Inc., a Delaware
corporation ("PETCO"), the issuer of the equity securities which are the
subject of a Rule 13e-3 transaction, (2) Brian K. Devine, Bruce C. Hall,
James M. Myers and William M. Woodard, each an individual, executive officer
and stockholder of PETCO, (3) BD Recapitalization Holdings LLC, a Delaware
limited liability company, (4) Green Equity Investors III, L.P., a Delaware
limited partnership and a member of BD Recapitalization Holdings LLC, and (5)
TPG Partners III, L.P., a Delaware limited partnership and a member of BD
Recapitalization Holdings LLC. All information set forth below should be read
in conjunction with the information contained or incorporated by reference in
the Schedule 13E-3.
This Final Amendment is being filed with the Securities and
Exchange Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
report the results of the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 17, 2000, as amended, by and between PETCO and BD
Recapitalization Corp. (as amended, the "Merger Agreement"). BD Recapitalization
Corp., which was a party to the Merger Agreement, is not a filing party of this
Final Amendment because it was merged into PETCO in the merger.
On September 27, 2000, PETCO's stockholders approved and
adopted the Merger Agreement and the transactions contemplated by the Merger
Agreement, pursuant to which BD Recapitalization Corp. was merged (the
"Merger") into PETCO.
On October 2, 2000, the Merger became effective when PETCO
filed a certificate of merger with the Secretary of State of the State of
Delaware. In the merger, each issued and outstanding share of PETCO common
stock was cancelled and automatically converted into the right to receive
$22.00 in cash, without interest or any other payment thereon, with the
following exceptions: certain shares of PETCO common stock were retained by
members of PETCO's management; treasury shares and shares of PETCO common
stock owned by BD Recapitalization Corp. or by any PETCO subsidiary were
canceled; and shares held by dissenting stockholders were subject to
appraisal in accordance with Delaware law.
On October 2, 2000, PETCO issued a press release announcing
the consummation of the Merger. A copy of the press release is set forth as
Exhibit 99.1.
On October 5, 2000, PETCO filed a certification on Form 15
pursuant to Rules 12g-4 and 12h-3 promulgated under the Exchange Act, to provide
notice of termination of registration of the PETCO common stock and the
associated preferred share purchase rights, and to immediately suspend all
reporting requirements under Sections 13 and 15(d) of the Exchange Act.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: October 6, 2000
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PETCO Animal Supplies, Inc.
By: /s/ JAMES M. MYERS
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Name: James M. Myers
Title: Senior Vice President and Chief
Financial Officer
By: /s/ BRIAN K. DEVINE
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Brian K. Devine
By: /s/ BRUCE C. HALL
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Bruce C. Hall
By: /s/ JAMES M. MYERS
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James M. Myers
By: /s/ WILLIAM M. WOODARD
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William M. Woodard
BD Recapitalization Holdings LLC
By: Green Equity Investors III, L.P.
Managing Member
By: GEI Capital III, LLC
General Partner
By: /s/ JOHN G. DANHAKL
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Name: John G. Danhakl
Title: Manager
By: TPG Partners III, L.P.
Managing Member
By: TPG GenPar III, L.P.
General Partner
By: TPG Advisors III, Inc.
General Partner
By: /s/ JAMES O'BRIEN
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Name: James O'Brien
Title: Vice President
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Green Equity Investors III, L.P.
By: GEI Capital III, LLC
General Partner
By: /s/ JOHN G. DANHAKL
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Name: John G. Danhakl
Title: Manager
TPG Partners III, L.P.
By: TPG GenPar III, L.P.
General Partner
By: TPG Advisors III, Inc.
General Partner
By: /s/ JAMES O'BRIEN
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Name: James O'Brien
Title: Vice President
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