UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number:
January 29, 2000 0-23574
PETCO ANIMAL SUPPLIES, INC.
(Exact Name of Registrant As Specified In Its Charter)
Delaware 33-0479906
------------------------------------- -------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
Of Incorporation or Organization)
9125 Rehco Road, San Diego, California 92121
(Address, Including Zip Code, of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code:
(858) 453-7845
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $. 0001 par value
-------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ----
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: |X|
As of May 24, 2000, there were outstanding 21,107,616 shares of the Registrant's
Common Stock, $0.0001 par value. As of that date, the aggregate market value of
the voting stock held by non-affiliates of the Registrant was approximately
$392,469,735.
PETCO Animal Supplies, Inc. ("PETCO" or the "Company") hereby amends Items
10, 11, 12 and 13 of its Form 10-K for the fiscal year ending January 29, 2000,
as filed with the Securities and Exchange Commission on April 13, 2000. Each
such item is set forth in its entirety, as amended.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company and their ages as of
May 24, 2000 are as follows:
Name Age Present Position With The Company
---- --- ---------------------------------
Brian K. Devine 58 Chairman, President
and Chief Executive Officer
Bruce C. Hall 55 Executive Vice President, Operations
Janet D. Mitchell 44 Senior Vice President, Human Resources
and Administration
James M. Myers 42 Senior Vice President
and Chief Financial Officer
William M. Woodard 51 Senior Vice President, Business Development
Andrew G. Galef 67 Director
Richard J. Lynch, Jr. 48 Director
James F. McCann 48 Director
Peter M. Starrett 52 Director
BRIAN K. DEVINE, Chairman, President and Chief Executive Officer, joined
the Company in August 1990 and has served as Chairman since January 1994. Prior
to joining the Company, Mr. Devine was President of Krause's Sofa Factory, a
furniture retailer and manufacturer, from 1988 to 1989. From 1970 until 1988,
Mr. Devine held various positions with Toys 'R' Us, a retailer of children's
toys, including Senior Vice President, Director of Stores and Senior Vice
President, Growth, Development and Operations. Mr. Devine serves as a Director
of Petopia.com, Inc., a privately held retailer of pet food and supplies that
has filed an S-1 registration statement with the Securities and Exchange
Commission for an initial public offering of shares of its common stock. Mr.
Devine also serves as a Director of Wild Oats Markets, Inc., a publicly held
retailer and distributor of natural foods, the National Retail Federation,
International Mass Retail Association, Students in Free Enterprise and
Georgetown University College Board of Advisors. Mr. Devine graduated from
Georgetown University with a degree in economics. Mr. Devine's term of office as
Chairman expires at the 2001 Annual Meeting of Stockholders.
BRUCE C. HALL, Executive Vice President, Operations, joined the Company in
April 1997. Mr. Hall spent 34 years from 1963 to 1997 with Toys 'R' Us, a
retailer of children's toys, where he progressively advanced from field
operations through a number of positions, including Senior Vice President of
Operations.
JANET D. MITCHELL, Senior Vice President, Human Resources and
Administration, joined the Company in February 1989. From 1989 to 1998, Ms.
Mitchell served as Vice President, Human Resources. From 1981 to 1989, Ms.
Mitchell held various management positions in human resources with the Southland
Corporation's 7-Eleven division. From 1978 to 1981, Ms. Mitchell held various
positions with the El Torito Restaurant chain. Ms. Mitchell received a
bachelor's degree from California State University, San Diego.
JAMES M. MYERS, Senior Vice President and Chief Financial Officer, joined
the Company in May 1990. From 1996 to 1998, Mr. Myers served as Senior Vice
President, Finance and prior to that as Vice President, Finance and as Vice
President and Controller of the Company. From 1980 to 1990, Mr. Myers held
various positions at the accounting firm KPMG LLP, including Senior Audit
Manager. Mr. Myers is a CPA and received an accounting degree from John Carroll
University.
WILLIAM M. WOODARD, Senior Vice President, Business Development, joined the
Company in January 1991. From 1991 to 1999, Mr. Woodard served as Senior Vice
President, Store Operations. From 1987 to 1990, Mr. Woodard was Vice President,
Director of Marketing at J. M. Jones, Inc., a wholesale division of SuperValu
Stores, Inc. From 1970 to 1987, Mr. Woodard was employed by Safeway Stores,
Inc., a grocery retailer, in a number of positions including Retail Operations
Manager and Marketing Operations Manager. Mr. Woodard serves as a Director of
Petopia.com, Inc., a privately held retailer of pet food and supplies that has
filed an S-1 registration statement with the Securities and Exchange Commission
for an initial public offering of shares of its common stock. Mr. Woodard holds
an administrative management degree from North Texas State University and an MBA
in marketing from the University of Southern California.
ANDREW G. GALEF has served as a Director since 1988 and was Chairman from
1988 to January 1994. Mr. Galef has been President of The Spectrum Group, Inc.
("Spectrum"), a private investment and management firm, since its incorporation
in 1978. Mr. Galef has served as Chairman of MagneTek, Inc., a publicly held
electrical equipment company, since July 1984 and was Chief Executive Officer
from 1984 to 1989, from 1993 to 1996, and from 1999 to present. Mr. Galef also
serves as a Director of Warnaco, Inc., a publicly held apparel company, and was
Chairman of that company from April 1986 to August 1991. Mr. Galef served as
Chairman of Exide Corporation from July 1982 to June 1989 and was Chairman of
Aviall, Inc. and its predecessor company from 1979 to 1985. Mr. Galef is a
graduate of Harvard Business School and Amherst College. Mr. Galef's term of
office expires at the 2002 Annual Meeting of Stockholders.
RICHARD J. LYNCH, Jr. has served as a Director since May 1997. Since July,
1999 Mr. Lynch has served as Chief Executive Officer of Hechinger Investment
Company of Delaware, Inc., a publicly held home improvement retailer currently
being liquidated in bankruptcy. From 1988 to 1998, Mr. Lynch served as President
and Chief Operating Officer and a director of The Sports Authority, a publicly
held retailer of sporting goods. Before joining The Sports Authority, Mr. Lynch
was Executive Vice President & CFO of Sportsclub, Inc. Prior to that, he served
as Senior Vice President & CFO of W.R. Grace's chain of 88 home improvement
centers. Other retail experience includes assignments with Gimbels' New York
Division, Bloomingdale's and Abraham & Strauss. Mr. Lynch served as a Director
of Thrifty Payless, a publicly held drugstore chain, from May 1995 to December
1996. Mr. Lynch holds an MBA degree from Harvard Business School and a
bachelor's degree from Duke University. Mr. Lynch's term of office expires at
the 2000 Annual Meeting of Stockholders.
JAMES F. McCANN has served as a Director since May 1997. Mr. McCann is
President of 1-800-FLOWERS.COM where he has been employed since 1987. Mr. McCann
also serves as a Director of Gateway 2000, a publicly held maker and distributor
of personal computers, Office Max, a publicly held retailer of office supplies,
the National Retail Federation, Hofstra University and Winthrop University
Hospital. In addition, Mr. McCann has previously been named Entrepreneur of the
Year by Merrill Lynch and Retailer of the Year by Chain Store Executive
Magazine. Mr. McCann is a graduate of John Jay College at City University of New
York. Mr. McCann's term of office expires at the 2000 Annual Meeting of
Stockholders.
PETER M. STARRETT has served as a Director since 1994. Mr. Starrett is
President of Peter Starrett Associates, a retail advisory firm he founded in
August 1998. Prior to that, Mr. Starrett was President of Warner Bros. Studio
Stores Worldwide and was employed by Warner Bros. from 1990 to 1998. Before
joining Warner Bros., Mr. Starrett held various executive positions with May
Department Stores and Federated Department Stores, including serving as Chairman
and Chief Executive Officer of Federated's Specialty Store Division. Mr.
Starrett also serves as a Director of Guitar Center, Inc., a publicly held
retailer of musical instruments, Advance Auto, Inc., The Pantry, Inc., and AFC
Enterprises, Inc. Mr. Starrett is a graduate of Harvard Business School and the
University of Denver. Mr. Starrett's term of office expires at the 2001 Annual
Meeting of Stockholders.
Compensation of Directors
Directors of the Company are reimbursed for expenses actually incurred in
attending meetings of the Board of Directors and its committees. Outside
directors are paid an annual fee of $6,000 and attendance fees of $2,500 per
meeting ($750 for telephonic meetings) and $750 per separately scheduled
committee meeting (including telephonic meetings). In lieu of cash, such fees
may be paid at the election of the director through the grant of options
exercisable on the date of grant at an exercise price equal to 85% of the fair
market value of the shares subject to the option or, up to 50% of such fees may
be paid in the form of Common Stock. Outside directors also receive an initial
grant of options to purchase 4,500 shares of Common Stock and an annual grant of
options to purchase 1,500 shares of Common Stock under the Directors' 1994 Stock
Option Plan.
SECTION 16(a) REPORTING
Under Section 16(a) of the Exchange Act, directors, executive officers and
beneficial owners of 10% or more of the Common Stock ("Reporting Persons") are
required to report to the Securities and Exchange Commission on a timely basis
the initiation of their status as a Reporting Person and any changes with
respect to their beneficial ownership of the Common Stock. Based solely on its
review of such forms received by it, or written representations from certain
Reporting Persons that no such forms were required, the Company believes that
all filing requirements applicable to its directors, executive officers and
beneficial owners of 10% or more of the Common Stock were complied with during
fiscal 1999.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation earned by or paid to or awarded to the Company's Chief Executive
Officer and the four other most highly compensated executive officers of the
Company in fiscal 1999, fiscal 1998 and fiscal 1997. Unless otherwise indicated,
all references herein to a fiscal year refer to the fiscal year ending on the
Saturday closest to January 31 of the following year. For example, references to
fiscal 1999 refer to the fiscal year beginning on January 31, 1999 and ending on
January 29, 2000.
Summary Compensation Table
Long-Term
Compensation
Awards
------------
Number of
Fiscal Year Securities
Name and Fiscal Compensation Underlying All Other
------------------
Principal Position(s) Year Salary Bonus Options Compensation
---------------------------------------------------------------------------
Brian K. Devine 1999 $485,000 $1,125,200 100,000 $11,627 (1)
Chairman, President 1998 450,000 112,500 100,000 16,451
and CEO 1997 450,000 450,000 100,000 13,021
Bruce C. Hall 1999 275,000 510,400 50,000 10,276 (2)
Executive Vice President, 1998 253,450 203,200 50,000 9,961
Operations 1997 186,000 59,800 87,500 2,916
Janet D. Mitchell 1999 150,000 174,000 25,000 4,819 (3)
Senior Vice President, 1998 134,400 16,900 25,000 3,470
Human Resources and 1997 103,800 21,000 4,000 1,871
Administration
James M. Myers 1999 213,000 247,080 25,000 5,905 (4)
Senior Vice President and 1998 184,900 25,400 25,000 5,712
Chief Financial Officer 1997 158,000 79,000 25,000 3,153
William M. Woodard 1999 220,000 255,200 25,000 7,094 (5)
Senior Vice President 1998 203,000 25,400 25,000 9,344
Business Development 1997 203,000 101,500 25,000 4,923
----------
(1)Includes (i) $4,867, representing the Company's contributions to the 401(k)
Plan (as hereinafter defined), and (ii) $6,760, representing the Company's
payment of premiums on term life insurance.
(2)Includes (i) $3,559, representing the Company's contributions to the 401(k)
Plan, and (ii) $6,717, representing the Company's payment of premiums on
term life insurance.
(3)Includes (i) $4,031, representing the Company's contributions to the 401(k)
Plan, and (ii) $788, representing the Company's payment of premiums on term
life insurance.
(4)Includes (i) $4,777, representing the Company's contributions to the 401(k)
Plan, and (ii) $1,128, representing the Company's payment of premiums on
term life insurance.
(5)Includes (i) $4,074, representing the Company's contributions to the 401(k)
Plan, and (ii) $3,020, representing the Company's payment of premiums on
term life insurance.
The following table sets forth certain summary information concerning
individual grants of stock options made during the last completed fiscal year to
each of the Company's executive officers named in the Summary Compensation
Table.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants(1) Potential Realizable
---------------------------------------------
% of Total Value at Assumed
Number of Options Exercise Annual Rates of
Securities Granted to or Base Stock Price
Underlying Employees Price Appreciation for
Options in Fiscal per Expiration Option Term(2)
--------------------
Name Granted 1999 Share Date 5% 10%
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brian K. Devine 100,000 15.4% $7.31 03/18/09 $459,722 $1,165,026
Bruce C. Hall 50,000 7.7 7.31 03/18/09 229,861 582,513
Janet D. Mitchell 25,000 3.9 7.31 03/18/09 114,930 291,256
James M. Myers 25,000 3.9 7.31 03/18/09 114,930 291,256
William M. Woodard 25,000 3.9 7.31 03/18/09 114,930 291,256
</TABLE>
----------
(1)These options become exercisable in March 2002. See "Aggregated Option
Exercises in Last Fiscal Year and Fiscal Year-End Option Values" table
below. For a discussion of the material terms of the plan pursuant to which
these options were granted, see "Compensation Plans."
(2)These amounts represent assumed rates of appreciation in the price of the
Company's Common Stock during the terms of the options in accordance with
rates specified in applicable federal securities regulations. Actual gains,
if any, on stock option exercises will depend on the future price of the
Common Stock and overall stock market conditions. There is no
representation that the rates of appreciation reflected in this table will
be achieved.
The following table sets forth information concerning the exercise of
options during the last fiscal year and the number of options and the value of
unexercised options held by each of the executive officers named in the Summary
Compensation Table at January 29, 2000.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Shares Shares of Common Stock Value of Unexercised
Acquired Underlying Unexercised In-the-Money
on Value Options at Year-End Options at Year-End(1)
------------------------- -------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Brian K. Devine --- --- 316,421 300,000 $275,926 $468,750
Bruce C. Hall --- --- 37,500 150,000 --- 234,375
Janet D. Mitchell --- --- 17,366 54,000 20,234 117,188
James M. Myers --- --- 6,827 75,000 --- 117,188
William M. Woodard --- --- 82,067 75,000 90,708 117,188
</TABLE>
----------
(1)The dollar values have been calculated by determining the difference between
the fair market value of the securities underlying the options and the
exercise price of the options at January 29, 2000.
Employment Agreement
The Company has an employment agreement (the "Employment Agreement") with
Brian K. Devine, Chairman, President and Chief Executive Officer. The Employment
Agreement provides for an indefinite term at a salary of not less than $400,000
per year plus a bonus determined by the Board of Directors. The Employment
Agreement may be terminated, among other reasons, by Mr. Devine upon 90 days'
notice. Pursuant to the Employment Agreement, if Mr. Devine is terminated by the
Company other than for cause he will be entitled to severance pay for one year.
The Employment Agreement also permits Mr. Devine to receive 2.99 times his
average compensation for the preceding five years in the event he is terminated
within one year following a change in control of the Company which is not
approved by the Board of Directors, and 2.00 times his average compensation for
the preceding five years in the event he is terminated within one year following
a Board approved change in control. Mr. Devine is entitled to receive annually
options to purchase shares of Common Stock in an amount to be determined by the
Stock Option and Compensation Committee of the Board of Directors, which options
shall vest as determined by such Committee and shall be exercisable at the fair
market value of the Common Stock at the date of grant.
Compensation Plans
401(k) Plan. The Company has a tax-qualified employee savings and
retirement plan (the "401(k) Plan") covering all of the Company's eligible
full-time employees. The Company adopted the 401(k) Plan effective January 1992.
Pursuant to the 401(k) Plan, participants may elect to contribute, through
salary reductions, up to 15% of their annual compensation. Effective April 1,
1998, the Company adopted a matching provision for 50% of the first 6% of
compensation that is contributed by each participating employee. The 401(k) Plan
is designed to qualify under Section 401 of the Internal Revenue Code of 1986,
as amended (the "Code"), so that contributions by employees or by the Company to
the 401(k) Plan, and income earned on plan contributions, are not taxable to
employees until withdrawn from the 401(k) Plan, and so that contributions by the
Company, if any, will be deductible by the Company when made. The trustee under
the 401(k) Plan, at the direction of each participant, invests the assets of the
401(k) Plan in any of nine investment options.
Deferred Compensation Plan. The Company has established a non-qualified
deferred compensation plan (the "Deferred Compensation Plan") for senior
executives. The Deferred Compensation Plan, which was adopted in January 1995,
allows employees to defer compensation up to certain specified levels. Effective
January 1, 2000, the Company adopted a matching provision for 50% of the first
6% of compensation that is contributed by each participating employee.
Employees' Stock Option Plan. In February 1994, the Company's stockholders
approved the 1994 Stock Option and Restricted Stock Plan for Executive and Key
Employees of Petco Animal Supplies, Inc. (the "Company Plan"). The Company Plan
is qualified under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company Plan is administered by the Stock
Option and Compensation Committee and provides for the granting of stock
options, stock appreciation rights or restricted stock with respect to up to
3,557,778 shares of Common Stock to executive or other key employees of the
Company. In June 1996, the Company's stockholders approved an amendment to the
Company Plan to increase the number of shares available for issuance under the
plan for each of the next five fiscal years by 3.0% of the number of shares of
Common Stock issued and outstanding as of the end of the immediately preceding
fiscal year. Options to purchase 649,000 shares of Common Stock were granted in
1999, which vest over a three year period. Such options are exercisable at $7.31
to $15.50 per share. Options to purchase 736,870 shares of Common Stock at an
exercise price of $12.44 per share were granted on March 7, 2000, which will
vest in 2003. Stock options may be granted in the form of "incentive stock
options," as defined in Section 422 of the Code, or non-statutory stock options
and are exercisable for up to 10 years following the date of grant. The exercise
price of each option is set by the Stock Option and Compensation Committee;
provided, however, that the price per share must be equal to or greater than the
fair market value of the Common Stock on the grant date.
The Company Plan also provides for the issuance of stock appreciation
rights which will generally entitle a holder to receive cash or stock, as
determined by the Stock Option and Compensation Committee, at the time of
exercise equal to the difference between the exercise price and the fair market
value of the Common Stock. In addition, the Company Plan permits the Company to
issue shares of restricted stock to executive or other key employees upon such
terms and conditions as shall be determined by the Stock Option and Compensation
Committee.
PFW Plan. In connection with the Company's acquisition of Pet Food
Warehouse, Inc. ("PFW") in December, 1996, the Company assumed PFW's employee
stock option plan, which provided for the granting of incentive and
non-qualified stock options with exercise prices equal to their fair market
values on their grant dates that become exercisable over various periods and
expire five or six years after the date of grant. The PFW common shares under
this plan were adjusted to shares of the Company's Common Stock based on the
common share conversion rate per the merger agreement with PFW. No future grants
will be made under this plan.
PetCare Plan. In connection with the Company's acquisition of PetCare Plus,
Inc. ("PetCare") in November, 1997, the Company assumed PetCare's employee stock
option plan, which provided for the granting of incentive and non-qualified
stock options with exercise prices equal to their fair market values on their
grant dates that become exercisable over various periods and expire up to ten
years after the date of grant. The PetCare common shares under this plan were
adjusted to shares of the Company's Common Stock based in accordance with the
terms of the merger agreement with PetCare. No future grants will be made under
this plan.
Directors' Stock Option Plan. In February 1994, the Company's stockholders
approved the Petco Animal Supplies, Inc., Directors' 1994 Stock Option Plan (the
"Directors Plan"). The Directors Plan is administered by the Stock Option and
Compensation Committee and provides for the granting of stock options with
respect to up to 132,088 shares of Common Stock to directors of the Company who:
(i) are not at the time they receive options under the Directors Plan, employees
of the Company or any of its subsidiaries and (ii) have not served as directors
of the Company on or before the date that the Directors Plan became effective.
In June 1995, the Company's stockholders approved an amendment to the Directors
Plan to increase the number of shares available for issuance under the plan for
each of the next five fiscal years by 0.1% of the number of shares of Common
Stock issued and outstanding as of the end of the immediately preceding fiscal
year and to make Mr. Galef eligible to participate under the plan. The Directors
Plan is a "formula" plan which provides that each participating director will be
entitled to receive options to purchase 4,500 shares of Common Stock on the date
on which such director is first elected as a director of the Company and options
to purchase 1,500 shares of Common Stock annually thereafter. Such options will
be exercisable on the date of grant and the exercise price of such options will
be the fair market value of the Common Stock on the date of grant. Pursuant to
the Directors Plan, options for 49,753 shares were granted during fiscal 1999
that are exercisable at a range of $6.22 to $14.03 per share. Since the end of
the last fiscal year, options for 19,413 were granted under the Directors Plan
that were immediately exercisable at a range of $9.83 to $12.44 per share.
Group Benefit Plan. In July 1991, the Company established the Group Benefit
Plan of Petco Animal Supplies, Inc. (the "Group Benefit Plan") which provides
certain medical and vacation benefits for employees of the Company. Pursuant to
the terms of the Group Benefit Plan, the Company contributes funds to a trust
fund administered by the trustee under the Group Benefit Plan.
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, the Stock Option and Compensation Committee of the
Company's Board of Directors was comprised of Messrs. Galef, Lynch, McCann and
Starrett. No interlocking relationship exists or existed during fiscal 1999
between any member of the Stock Option and Compensation Committee and any member
of any other company's board of directors or compensation committee.
Termination of Employment and Change in Control Arrangements
The Company has adopted a policy which generally provides that certain
officers of the Company and its subsidiaries would receive certain severance
benefits in the event of a Change in Control (as defined), or within one year
after a Change in Control, or if the officer's employment is terminated;
provided, however, that the officer will not be entitled to any severance
benefits if the officer's termination of employment is (i) for Cause (as
defined), (ii) by reason of permanent disability (as determined by the officer's
eligibility to receive disability benefits under any Company long-term
disability plan), (iii) initiated by the officer for other than Good Reason (as
defined) or (iv) by reason of the officer's death.
Severance benefits include a continuation of base salary for six months or
one year (depending on the officer's position), medical, life insurance,
disability insurance, dental and automobile benefits, if any, and pro rata of
annual bonus.
In addition, upon a Change in Control, all of the officer's rights to
exercise option(s) held by the officer at the time of the Change in Control
immediately vest resulting in these option(s) becoming immediately exercisable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the shares of Common Stock as of May 24, 2000 by (i) each of the
Company's executive officers and directors, (ii) the Company's executive
officers and directors as a group and (iii) all other stockholders known by the
Company to beneficially own more than five percent of the Common Stock. Unless
otherwise indicated, the address for each of the stockholders listed below is
c/o Petco Animal Supplies, Inc., 9125 Rehco Road, San Diego, California 92121.
Amount and Nature Percent
of Beneficial Beneficially
Name Ownership(1) Owned
---- ----------------- ------------
David L. Babson and Company, Inc.(2) 2,320,400 11.0%
ICM Asset Management, Inc.(3) 2,309,390 10.9
Massachusetts Financial Services Company(4) 1,692,251 8.0
Brian K. Devine 477,616 2.2
Andrew G. Galef(5) 160,090 *
Bruce C. Hall 122,500 *
William M. Woodard 111,182 *
Peter M. Starrett 45,654 *
James M. Myers 35,027 *
James F. McCann 31,030 *
Richard J. Lynch, Jr 30,635 *
Janet D. Mitchell 21,366 *
All directors and executive officers as a
Group (9 persons) 1,035,100 4.7
----------
* Less than one percent.
(1)Includes the following shares which are issuable upon the exercise of
outstanding stock options which are exercisable within 60 days ("Option
Shares"): Mr. Devine-- 416,421 Option Shares; Mr. Galef-- 32,385 Option
Shares; Mr. Hall-- 87,500 Option Shares; Mr. Woodard-- 107,067 Option
Shares; Mr. Starrett-- 33,333 Option Shares; Mr. Myers-- 31,827 Option
Shares; Mr. McCann-- 29,720 Option Shares; Mr. Lynch-- 29,720 Option
Shares; and Ms. Mitchell-- 21,366 Option Shares.
(2)The address for David L. Babson and Company, Inc. is One Memorial Drive,
Cambridge, Massachusetts 02142-1300. The information is as of December 31,
1999 and is determined through Schedule 13G filings.
(3)The address for ICM Asset Management, Inc. is 601 W. Main Ave., Ste. 917,
Spokane, Washington 99201. The information is as of December 31, 1999 and
is determined through Schedule 13G filings.
(4)The address for Massachusetts Financial Services Company is 500 Boylston
Street, 15th Floor, Boston, Massachusetts 02116. The information is as of
December 31, 1999 and is determined through Schedule 13G filings.
(5)Includes (i) 22,618 shares of Common Stock held by Andrew G. Galef Living
Trust, (ii) 6,456 shares of Common Stock held by Bronya Galef, Mr. Galef's
wife, and (iii) 1,062 shares of Common Stock owned by the AGC Family
Partnership. Mr. Galef disclaims beneficial ownership of the shares owned
by Bronya Galef and AGC Family Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At January 29, 2000, the Company owned 4,334,621 shares of Petopia.com
preferred stock, representing an ownership interest of 10.0%, with warrants to
purchase additional preferred shares. The Company also provides certain
marketing and fulfillment services to Petopia.com according to the terms of a
strategic alliance agreement, under which the Company may earn an additional
3,842,768 Series C preferred shares. The Company earned $2,767,000 from
Petopia.com, primarily under the terms of the agreement in fiscal 1999.
Certain of the Company's directors, officers and managerial personnel own
an aggregate of 1,430,000 Petopia.com common shares. Many of these individuals
may be responsible for overseeing or directing the marketing and fulfillment
services that the Company provides to Petopia.com under the strategic alliance
agreement.
During fiscal 1999, the Company made full recourse loans to certain of the
Company's directors, officers and managerial personnel. The loans have a
five-year term and bear interest at 8% per annum. The aggregate balance of
principal outstanding under the loans was $822,184 at January 29, 2000 and
$819,421 at April 29, 2000. Loans outstanding to executive officers of the
Company include $191,250 to Brian K. Devine, $95,625 to Bruce C. Hall, $63,750
to James M. Myers, and $191,250 to William M. Woodard.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 26th day of
May, 2000.
PETCO ANIMAL SUPPLIES, INC.
By: /s/BRIAN K. DEVINE
--------------------------
Brian K. Devine
Chairman of the Board, President
and Chief Executive Officer
