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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. 1)
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 CORP.
BD RECAPITALIZATION HOLDINGS LLC
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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)
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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 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.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction. [ ]
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount Of Filing Fee**
$486,852,846 $97,371
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*For purposes of calculating the filing fee only. Determined by (1)
multiplying 21,021,224 shares of common stock, par value $.0001 per share,
of PETCO Animal Supplies, Inc. by $22.00 per share, and (2) adding thereto
$24,385,918 anticipated to be paid to certain persons holding options to
acquire shares of common stock in consideration of cancellation of such
options (assuming an aggregate of 2,524,681 options are cancelled in
exchange for cash in the transaction).
**The amount of the filing fee calculated in accordance with Exchange Act
Rule 0-11 equals 1/50th of 1% of the value of the securities proposed to be
acquired.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-1l(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount previously paid $97,371 Filing party: PETCO Animal Supplies, Inc.
Form or registration no.: Schedule 14A Date filed: June 20, 2000
</TABLE>
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INTRODUCTION
This Amendment No. 1 (this "Schedule 13E-3") to the Rule 13e-3
Transaction Statement on Schedule 13E-3 first filed on June 20, 2000, 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 (such individuals collectively, the "four executives"), (3) BD
Recapitalization Corp., a Delaware corporation, and (4) BD Recapitalization
Holdings LLC, a Delaware limited liability company and sole stockholder
of BD Recapitalization Corp. (PETCO, the four executives, BD
Recapitalization Corp. and BD Recapitalization Holdings LLC are collectively
referred to as the "Filing Persons"). Pursuant to an Agreement and Plan of
Merger, dated as of May 17, 2000, BD Recapitalization Corp. will merge into
PETCO.
In the merger, each issued and outstanding share of PETCO common
stock will be cancelled and automatically converted into the right to receive
$22.00 in cash, without interest or any other payment thereon, with the
following exceptions: 86,105 shares of PETCO common stock will be retained by
the four executives and additional shares will be retained by the four
executives and other PETCO employees (such individuals are referred to
collectively as the "continuing stockholders"); treasury shares and shares of
PETCO common stock owned by BD Recapitalization Corp. or by any of PETCO's
subsidiaries will be canceled; and shares held by dissenting stockholders
will be subject to appraisal in accordance with Delaware law. Upon completion
of the merger, after taking into account employee incentive options and
warrants to be issued in connection with financing the merger, BD
Recapitalization Holdings LLC and the continuing stockholders will own, 75%
and 20%, respectively, of PETCO, on a fully diluted basis.
Concurrently with the filing of this Schedule 13E-3, PETCO is filing
Amendment No. 1 to its preliminary proxy statement pursuant to which the
stockholders of PETCO will be given notice of the merger. The cross reference
sheet below is being supplied pursuant to General Instruction F to Schedule
13E-3 and shows the location in the proxy statement of the information
required to be included in response to the items of this Schedule 13E-3. The
information set forth in the proxy statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated
herein by reference and the responses to each item in this Schedule 13E-3 are
qualified in their entirety by the information contained in the proxy
statement and the schedules, exhibits, appendices and annexes thereto.
The filing of this Schedule 13E-3 shall not be construed as an
admission by any Filing Person or by any affiliate of a Filing Person, that
PETCO is "controlled" by the four executives, BD Recapitalization Corp. or BD
Recapitalization Holdings LLC, or that any of the four executives, BD
Recapitalization Corp. or BD Recapitalization Holdings LLC is an "affiliate" of
PETCO within the meaning of Rule 13e-3 under Section 13(e) of the Securities
Exchange Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "SUMMARY TERM SHEET" and
"QUESTIONS AND ANSWERS ABOUT THE MERGER" of the proxy statement is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information contained in the section
entitled "SUMMARY--The Companies" in the proxy statement is
incorporated herein by reference.
(b) SECURITIES. The information contained in the section entitled
"THE SPECIAL MEETING--Date; Time; Place and Record Date of the
Special Meeting" in the proxy statement is incorporated herein by
reference.
(c) TRADING MARKET AND PRICE. The information contained in the
section entitled "PRICE RANGE OF COMMON STOCK" in the proxy
statement is incorporated herein by reference.
(d) DIVIDENDS. The information contained in the section entitled
"DIVIDENDS" in the proxy statement is incorporated herein by
reference.
(e) PRIOR PUBLIC OFFERINGS. None.
(f) PRIOR STOCK PURCHASES. The information contained in the section
entitled "COMMON STOCK PURCHASE INFORMATION" of the proxy
statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a)-(c) NAME AND ADDRESS; BUSINESS AND BACKGROUND OF ENTITIES;
BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information
contained in the sections entitled "SUMMARY--The Companies,"
"PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT AND
OTHERS," "INFORMATION ABOUT GREEN AND TPG" and "DIRECTORS AND
EXECUTIVE OFFICERS OF PETCO" in the proxy statement is
incorporated herein by reference. During the last five years,
to the best knowledge of PETCO, none of PETCO's current
directors or executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations
of, or prohibiting or mandating activities
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subject to, federal or state securities laws or finding any
violation of such laws. All current PETCO directors and executive
officers are U.S. citizens.
Under a potential interpretation of the rules governing "going
private" transactions, one or more of BD Recapitalization
Corp.and BD Recapitalization Holdings LLC may be deemed to be
an affiliate of the Company. BD Recapitalization Holdings
LLC's members are Green Equity Investors III, L.P. ("GEI
III"), a Delaware limited partnership, and TPG-BD, LLC
("TPG-BD"), a Delaware limited liability company.
GEI III is a private investment fund specializing in
organizing, structuring and sponsoring going private
transactions and recapitalizations of established public and
private companies. GEI Capital III, LLC ("GEI Capital III"), a
Delaware limited liability company is, and its principal
business is being, the sole general partner of GEI III. GEI
III is an affiliate of Leonard Green & Partners, L.P.
("Green"), a Delaware limited partnership. Leonard I. Green,
Jonathan D. Sokoloff, John G. Danhakl, Gregory J. Annick,
Peter J. Nolan and Jonathan A. Seiffer may be deemed to
control GEI Capital III and Green. We refer to these
individuals, GEI III, GEI Capital III and Green as the "Green
Parties." The principal place of business of the Green Parties
is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles,
California 90025. The principal telephone number of Green
Equity, GEI Capital III and Green is (310) 954-0444.
Mr. Green is a founding partner of Green, which he formed in
1989. Mr. Green is the Senior Manager of GEI Capital III. Mr.
Green is a citizen of the United States.
Mr. Sokoloff has been a partner of Green since 1990. Mr.
Sokoloff is a Manager of GEI Capital III. Mr. Sokoloff is a
citizen of the United States.
Mr. Danhakl has been a partner of Green since 1995. Mr.
Danhakl is a Manager of GEI Capital III. Mr. Danhakl has
served as the sole Director and the President of BD
Recapitalization Corp. since its formation. Mr. Danhakl has
served as the President of BD Recapitalization Holdings LLC
since its formation. Mr. Danhakl is a citizen of the United
States.
Mr. Annick has been a partner of Green since 1994. Mr. Annick
is a Manager of GEI Capital III. Mr. Annick is a citizen of
the United States.
Mr. Nolan has been a partner of Green since April 1997. Mr.
Nolan is a Manager of GEI Capital III. Prior to joining Green,
Mr. Nolan was a Managing Director and the Co-Head of
Donaldson, Lufkin & Jenrette's Los Angeles Investment Banking
Division. Mr. Nolan is a citizen of the United States.
Mr. Seiffer has been a partner of Green since January 1999.
Mr. Seiffer is a Manager of GEI Capital III. Prior to becoming
a partner, Mr. Seiffer had been a Vice President at Green
since 1997 and an Associate at Green since 1994. Mr. Seiffer
is a citizen of the United States.
John M. Baumer has been a Vice President at Green since May
1999. Mr. Baumer has served as a Vice President and as the
Secretary of BD Recapitalization Corp. since its formation.
Mr. Baumer has served as an Executive Vice President and the
Secretary of BD Recapitalization Holdings LLC since its
formation. Mr. Baumer is a citizen of the United States.
TPG-BD was formed solely for purposes of making an investment
in BD Recapitalization Holdings LLC. TPG-BD is controlled by
TPG Partners III. TPG III is a private investment fund that
pursues public and private investment opportunities through a
variety of methods, including leveraged buyouts, joint
ventures, restructurings, bankruptcies and strategic public
securities investments. TPG GenPar III, L.P. ("TPG GenPar"), a
Delaware limited partnership is, and its principal business is
being, the sole general partner of TPG III and other
affiliated private investment funds. TPG Advisors III, Inc.
("TPG Advisors") is a Delaware corporation, the principal
business of which is to serve as the general partner of TPG
GenPar. David Bonderman, James G. Coulter and William S. Price
III may be deemed to control TPG Advisors. We refer to these
individuals, TPG-BD, TPG III, TPG GenPar and TPG Advisors as
the "TPG Parties." The principal place of business of TPG-BD,
TPG III, TPG GenPar and TPG Advisors is 301 Main Street, Suite
3330, Fort Worth, Texas 76102. The principal telephone number
of TPG-BD, TPG III, TPG GenPar and TPG Advisors is (817)
871-4000.
Mr. Bonderman is a Director and the President of TPG Advisors.
Mr. Bonderman has his business address at 201 Main Street,
Suite 2420, Forth Worth, Texas, 76102. Mr. Bonderman's
principal occupation is as Director and the President of TPG
Advisors and affiliated entities. Mr. Bonderman is a citizen
of the United States.
Mr. Coulter is a Director and Executive Vice President of TPG
Advisors. Mr. Coulter has his business address at 345
California Street, Suite 3300, San Francisco, California
94104. Mr. Coulter's principal occupation is as a Director and
Executive Vice President of TPG Advisors and affiliated
entities. Mr. Coulter is a citizen of the United States.
Mr. Price is a Director and Executive Vice President of TPG
Advisors. Mr. Price has his business address at 345 California
Street, Suite 3300, San Francisco, California 94104. Mr.
Price's principal occupation is as a Director and Executive
Vice President of TPG Advisors and affiliated entities. Mr.
Price is a citizen of the United States.
Mr. Richard Schifter is a Vice President of TPG Advisors. Mr.
Schifter has his business address at 1133 Connecticut Avenue,
N.W., Washington, D.C. 20036. Mr. Schifter's principal
occupation is as a Vice President of TPG Advisors and
affiliated entities. Mr. Schifter is a citizen of the United
States.
Mr. James O'Brien is a Vice President and the Treasurer of TPG
Advisors. Mr. O'Brien has his business address at 201 Main
Street, Suite 2420, Forth Worth, Texas 76102. Mr. O'Brien's
principal occupation is as a Vice President and Treasurer of
TPG Advisors and affiliated entities. Mr. O'Brien is a citizen
of the United States.
Mr. Richard Ekleberry is a Vice President and the Secretary of
TPG Advisors. Mr. Ekleberry has his business address at 201
Main Street, Suite 2420, Forth Worth, Texas 76102. Mr.
Ekleberry's principal occupation is as a Vice President and
Secretary of TPG Advisors III and affiliated entities. Mr.
Ekleberry is a citizen of the United States.
Mr. Thomas Reinhart is a Vice President of TPG Advisors. Mr.
Reinhart has his business address at 201 Main Street, Suite
2420, Forth Worth, Texas 76102. Mr. Reinhart's principal
occupation is as a Vice President of TPG Advisors and
affiliated entities. Mr. Reinhart is a citizen of the United
States.
Mr. Jeffrey Shaw is a Vice President of TPG Advisors. Mr. Shaw
has his business address at 201 Main Street, Suite 2420, Forth
Worth, Texas 76102. Mr. Shaw's principal occupation is as a
Vice President of TPG Advisors and affiliated entities. Mr.
Shaw is a citizen of the United States.
Mr. Jonathan Coslet is a Vice President of TPG Advisors. Mr.
Coslet has his business address at 201 Main Street, Suite
2420, Forth Worth, Texas 76102. Mr. Coslet's principal
occupation is as a Vice President of TPG Advisors and
affiliated entities. Mr. Coslet is a citizen of the United
States.
Ms. Linda Rogenski is an Assistant Secretary of TPG Advisors.
Ms. Rogenski has her business address at 201 Main Street,
Suite 2420, Forth Worth, Texas 76102. Ms. Rogenski's principal
occupation is as an Assistant Secretary of TPG Advisors and
affiliated entities. Ms. Rogenski is a citizen of the United
States.
Ms. S. Michelle Reese is an Assistant Secretary of TPG
Advisors. Ms. Reese has her business address at 201 Main
Street, Suite 2420, Forth Worth, Texas 76102. Ms. Reese's
principal occupation is as an Assistant Secretary of TPG
Advisors and affiliated entities. Ms. Reese is a citizen of
the United States.
During the last five years, neither BD Recapitalization Corp.
or BD Recapitalization Holdings LLC, and to the best knowledge
of BD Recapitalization Corp. and BD Recapitalization Holdings
LLC, respectively, none of the Green Parties, the TPG Parties,
Richard Schifter, James O'Brien, Richard Ekleberry, Thomas
Reinhart, Jeffrey Shaw, Jonathan Coslet, Linda Rogenski and S.
Michelle Reese has been convicted in a criminal proceeding
(excluding, in the case of individuals, traffic violations or
similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) (1) TENDER OFFERS. Not applicable.
(a) (2 )(i) TRANSACTION DESCRIPTION. The information contained in the
sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY" and "THE MERGER AGREEMENT" in the proxy statement is
incorporated herein by reference.
(a) (2) (ii) CONSIDERATION. The information contained in the sections entitled
"THE MERGER AGREEMENT--Merger Consideration" and "--Treatment
of Options" in the proxy statement is incorporated herein by
reference.
(a) (2) (iii) REASONS FOR TRANSACTION. The information contained in the
sections entitled "SPECIAL FACTORS--Background of the Merger,"
"--Recommendations of the Special Committee and Board of
Directors; Fairness of the Merger" and "--Purpose and Structure
of the Merger" in the proxy statement is incorporated herein by
reference.
(a) (2) (iv) VOTE REQUIRED FOR APPROVAL. The information contained in the
section entitled "THE SPECIAL MEETING--Voting Information" in the
proxy statement is incorporated herein by reference.
(a) (2) (v) DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The information
contained in the sections entitled " THE MERGER AGREEMENT--Merger
Consideration," "--Treatment of Options," "SPECIAL
FACTORS--Interests of PETCO Directors and Officers in the Merger"
and "--Effects of the Merger" in the proxy statement is
incorporated herein by reference.
(a) (2) (vi) ACCOUNTING TREATMENT. The information contained in the sections
entitled "SPECIAL FACTORS--Accounting Treatment of the Merger" in
the proxy statement is incorporated herein by reference.
(a) (2) (vii) INCOME TAX CONSEQUENCES. The information contained in the section
entitled "SPECIAL FACTORS--Material Federal Income Tax
Consequences to Stockholders" in the proxy statement is
incorporated herein by reference.
(c) DIFFERENT TERMS. The information contained in the section
entitled "SPECIAL FACTORS--Interests of PETCO Directors and
Officers in the Merger" in the proxy statement is incorporated
herein by reference.
(d) APPRAISAL RIGHTS. The information contained in the section
entitled "SPECIAL FACTORS--Dissenters' Rights of Appraisal" in
the proxy statement is incorporated herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. PETCO has made no
provisions in connection with the merger to grant unaffiliated
security holders access to the corporate files of PETCO or to
obtain counsel or appraisal services at the expense of PETCO.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. None.
(b)-(c) SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTACTS. The
information contained in the sections entitled "SPECIAL
FACTORS--Background of the Merger, " "--Purpose and Structure of
the Merger" and "--Interests of PETCO Directors and Officers in
the Merger" in the proxy statement is incorporated herein by
reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information contained in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Interests of PETCO
Directors and Officers in the Merger," "--Effects of the
Merger," "THE MERGER AGREEMENT" and "RIGHTS AGREEMENT" in
the proxy statement is incorporated herein by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information contained in the
sections entitled "SUMMARY," "SPECIAL FACTORS--Effects of the
Merger" and "THE MERGER AGREEMENT" in the proxy statement is
incorporated herein by reference.
(c) PLANS. The information contained in the sections entitled
"SUMMARY," "SPECIAL FACTORS--Purpose and Structure of the
Merger," "--Effects of the Merger," "--Interests of PETCO
Directors and Officers in the Merger" and "DIVIDENDS" in the
proxy statement is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) PURPOSES; REASONS. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Background of the Merger," "--Recommendations of the
Special Committee and Board of Directors; Fairness of the
Merger" and "--Purpose and Structure of the Merger" in the proxy
statement is incorporated herein by reference.
(b) ALTERNATIVES. The information contained in the sections entitled
"SUMMARY--What Happens if PETCO Receives a Better Offer,"
"SPECIAL FACTORS--Background of the Merger" and "--Risk that the
Merger will not be Completed" in the proxy statement is
incorporated herein by reference.
(d) EFFECTS. The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY," "SPECIAL
FACTORS --PURPOSE AND STRUCTURE OF THE MERGER," "--Effects of
the Merger," "--Interests of PETCO Directors and Officers in the
Merger," "--Accounting Treatment of the Merger," "--Material
Federal Income Tax Consequences to Stockholders," "--Dissenters'
Rights of Appraisal," "THE MERGER AGREEMENT," "RIGHTS AGREEMENT"
and "FEES AND EXPENSES," in the proxy statement is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b) FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The
information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SUMMARY," "THE SPECIAL
MEETING--Voting Information," "SPECIAL FACTORS--Background of the
Merger," "--Recommendations of the Special Committee and Board
of Directors; Fairness of the Merger" and "--Opinion of Financial
Advisor to the Special Committee" in the proxy statement and
Appendix B, "Opinion of Donaldson, Lufkin & Jenrette Securities
Corporation" is incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information contained in the
section entitled "THE SPECIAL MEETING--Voting Information" in the
proxy statement is incorporated herein by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information contained in the
sections entitled "SPECIAL FACTORS--Background of the Merger" and
"--Recommendations of the Special Committee and Board of
Directors; Fairness of the Merger" in the proxy statement is
incorporated herein by reference.
(e) APPROVAL OF DIRECTORS. The information contained in the sections
entitled "SPECIAL FACTORS--Background of the Merger" and
"--Recommendations of the Special Committee and Board of
Directors; Fairness of the Merger" in the proxy statement is
incorporated herein by reference.
(f) OTHER OFFERS. None. The information contained in the sections
entitled "THE MERGER--Background of the Merger" and
"--Recommendations of the Special Committee, Fairness of the
Merger" in the proxy statement is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION OR APPRAISAL; PREPARER AND SUMMARY OF THE
REPORT; AVAILABILITY OF DOCUMENTS. The information contained in
the sections entitled "SPECIAL FACTORS--Background of the
Merger," "--Recommendations of the Special Committee and Board
of Directors; Fairness of the Merger," "--Opinion of Financial
Advisor to the Special Committee" and "WHERE YOU CAN FIND MORE
INFORMATION" in the proxy statement and Appendix B, "Opinion of
Donaldson, Lufkin & Jenrette Securities Corporation" is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The information
contained in the section entitled "SPECIAL FACTORS--Financing
for the Merger" in the proxy statement is incorporated herein by
reference. PETCO has no alternative financing arrangements or
alternative financing plans if the primary financing falls
through.
<PAGE>
(c) EXPENSES. The information contained in the sections entitled
"FEES AND EXPENSES" in the proxy statement is incorporated herein
by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information contained in the sections
entitled "COMMON STOCK PURCHASE INFORMATION" and "PRINCIPAL
STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT AND OTHERS" in the
proxy statement is incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SUMMARY," "THE SPECIAL
MEETING--Voting Information" and "SPECIAL FACTORS--Interests of
PETCO Directors and Officers in the Merger" in the proxy
statement is incorporated herein by reference.
(e) RECOMMENDATIONS TO OTHERS. The information contained in the
sections entitled "SUMMARY" and "SPECIAL FACTORS--
Recommendations of the Special Committee and Board of Directors;
Fairness of the Merger" in the proxy statement is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information contained in the section
entitled "SELECTED CONSOLIDATED FINANCIAL DATA" in the proxy
statement is incorporated herein by reference.
(b) PRO FORMA INFORMATION. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE ASSETS.
The information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Background of the
Merger," "THE SPECIAL MEETING--Solicitation; Revocation and Use
of Proxies" and "FEES AND EXPENSES" in the proxy statement is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. The information contained in the
sections entitled "SUMMARY--Litigation Related to the Merger"
and "SPECIAL FACTORS--Litigation" in the proxy statement is
incorporated herein by reference. As a result of the proposed
merger, PETCO, its directors and one of its officers have been
named as defendants in the following lawsuits:
- Great Neck Capital Appreciation, L.P. v. Brian K. Devine et
al., Delaware Chancery Court, New Castle County C.A. No.
18057-NC; filed May 18, 2000.
- Jerry Krim v. Petco Animal Supplies, Inc. et al., San Diego
Superior Court Case No. GIC 748422; filed May 18, 2000.
- William J. Neiman v. Brian K. Devine et al., Delaware
Chancery Court, New Castle County C.A. No. 18058-NC; filed
May 18, 2000.
- Madeline Peterson v. Petco Animal Supplies, Inc., et al.,
San Diego Superior Court Case No. GIC 748499, filed May 19,
2000.
- Scott Sewart v. Petco Animal Supplies Inc., et al., San
Diego Superior Court Case No. GIC 748424; filed May 18,
2000.
- William Steiner v. Brian K. Devine et al., Delaware Chancery
Court, Newcastle County C.A. No. 18056-NC; filed May 18,
2000.
ITEM 16. EXHIBITS.
(a) Amendment No. 1 to the preliminary proxy statement on Schedule
14A filed with the Securities and Exchange Commission on
August 7, 2000 (incorporated herein by reference to the proxy
statement).
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(b)(1)* Commitment letter from Trust Company of the West to Leonard Green
& Partners, L.P. and Texas Pacific Group, dated May 16, 2000.
(b)(2)* Commitment letter from Green Equity Investors III, L.P. to PETCO
Animal Supplies, Inc., dated May 17, 2000.
(b)(3)* Commitment letter from Goldman Sachs Credit Partners L.P. and
Wells Fargo Bank, N.A. to Green Equity Investors III, L.P. and
TPG Partners III, L.P., dated May 17, 2000.
(b)(4)* Commitment letter from TPG Partners III, L.P. to PETCO Animal
Supplies, Inc., dated May 17, 2000.
(c) Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
(incorporated herein by reference to Appendix B of the proxy
statement).
(d)(1) Agreement and Plan of Merger, dated May 17, 2000, by and between
PETCO Animal Supplies, Inc. and BD Recapitalization Corp.
(incorporated herein by reference to Appendix A of the proxy
statement).
(d)(2)* Voting Agreement, dated as of May 17, 2000, by and between BD
Recapitalization Holdings LLC and the stockholders signatory
thereto.
(d)(3) Rights Agreement, dated as of September 14, 1998, by and between
PETCO Animal Supplies, Inc. and American Stock Transfer and Trust
Company, as rights agent (incorporated by reference to PETCO's
Report on Form 8-K filed September 22, 1998).
d(4) Amendment, dated as of May 17, 2000, to the Rights Agreement,
dated as of September 14, 1998, by and between PETCO Animal
Supplies, Inc. and American Stock Transfer and Trust Company, as
rights agent (incorporated by reference to PETCO's Report on
Form 8-K filed May 19, 2000).
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix C of the proxy statement).
(g) Not applicable.
*Previously filed as an exhibit to the Schedule 13E-3 filed by PETCO on June 20,
2000, and incorporated by reference herein.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2000
PETCO Animal Supplies, Inc.
By /s/ JAMES M. MYERS
----------------------------------------
Name: James M. Myers
Title: Senior Vice President and Chief
Financial Officer
By /s/ BRIAN K. DEVINE
----------------------------------------
Brian K. Devine
By /s/ BRUCE C. HALL
----------------------------------------
Bruce C. Hall
By /s/ JAMES M. MYERS
----------------------------------------
James M. Myers
By /s/ WILLIAM M. WOODARD
----------------------------------------
William M. Woodard
BD Recapitalization Corp.
By /s/ JOHN G. DANHAKL
----------------------------------------
Name: John G. Danhakl
Title: President
BD Recapitalization Holdings LLC
By /s/ JOHN G. DANHAKL
----------------------------------------
Name: John G. Danhakl
Title: President
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a) Amendment No. 1 to the preliminary proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on August 7, 2000
(incorporated herein by reference to the proxy statement).
(b)(1)* Commitment letter from Trust Company of the West to Leonard Green &
Partners, L.P. and Texas Pacific Group, dated May 16, 2000.
(b)(2)* Commitment letter from Green Equity Investors III, L.P. to PETCO Animal
Supplies, Inc., dated May 17, 2000.
(b)(3)* Commitment letter from Goldman Sachs Credit Partners L.P. and Wells
Fargo Bank, N.A. to Green Equity Investors III, L.P. and TPG Partners
III, L.P., dated May 17, 2000.
(b)(4)* Commitment letter from TPG Partners III, L.P. to PETCO Animal Supplies,
Inc., dated May 17, 2000.
(c) Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
(incorporated herein by reference to Appendix B of the proxy
statement).
(d)(1) Agreement and Plan of Merger, dated May 17, 2000, by and between PETCO
Animal Supplies, Inc. and BD Recapitalization Corp. (incorporated
herein by reference to Appendix A of the proxy statement).
(d)(2)* Voting Agreement, dated as of May 17, 2000, by and between BD
Recapitalization Holdings LLC and the stockholders signatory thereto.
(d)(3) Rights Agreement, dated as of September 14, 1998, by and between PETCO
Animal Supplies, Inc. and American Stock Transfer and Trust Company,
as rights agent (incorporated by reference to PETCO's Report on Form
8-K filed September 22, 1998).
d(4) Amendment, dated as of May 17, 2000, to the Rights Agreement, dated as
of September 14, 1998, by and between PETCO Animal Supplies, Inc. and
American Stock Transfer and Trust Company, as rights agent
(incorporated by reference to PETCO's Report on Form 8-K filed May 19,
2000).
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix C of the proxy statement).
(g) Not applicable.
*Previously filed as an exhibit to the Schedule 13E-3 filed by PETCO on June 20,
2000, and incorporated by reference herein.
