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PETCO ANIMAL SUPPLIES, INC.
9125 Rebco Road
San Diego, California 92121
(858) 453-7845
IMPORTANT MERGER VOTE
September 15, 2000
Dear Stockholder:
Proxy material relating to a special meeting of stockholders of PETCO
Animal Supplies, Inc. to be held on September 27, 2000 was recently mailed to
you. According to our records, your proxy for this important meeting has not yet
been received.
At the special meeting, you will be asked to consider and vote upon
the approval and adoption of an Agreement and Plan of Merger, dated May 17,
2000, as amended, providing for the merger of BD Recapitalization Corp. into
PETCO. In the merger, each issued and outstanding share of PETCO common stock
will be canceled and converted automatically 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 four
members of PETCO's management and additional shares will be retained by these
members of PETCO's management and other PETCO employees; 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.
Regardless of the number of shares you own, it is extremely
important that they are represented and voted at the special meeting.
Accordingly, you are strongly urged to carefully read the proxy statement,
including the appendices, and the proxy supplement and then complete, sign,
date and return the enclosed duplicate proxy card at your earliest
convenience. Remember--a failure to vote will have the same effect as a vote
against the merger agreement and the transactions contemplated by the merger
agreement. We hope every stockholder will vote his or her shares.
Your interest and participation in the affairs of PETCO are
appreciated.
Sincerely,
/s/ BRIAN K. DEVINE
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Brian K. Devine
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
