-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MsP/biLVKvEM/cW9rgSu5UpPldwS8FDLcWHbaU82n1UTqc6onmkjEtm16LgXgrTh IuRBDtIZeGDTnUDwnJYhoA== 0000888455-98-000030.txt : 19980615 0000888455-98-000030.hdr.sgml : 19980615 ACCESSION NUMBER: 0000888455-98-000030 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980131 FILED AS OF DATE: 19980612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETCO ANIMAL SUPPLIES INC CENTRAL INDEX KEY: 0000888455 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 330479906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23574 FILM NUMBER: 98647628 BUSINESS ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194537845 MAIL ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 10-K/A 1 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 31, 1998 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: (619) 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: ____ As of April 24, 1998, there were outstanding 21,068,826 shares of the Registrant's Common Stock, $ .0001 par value. As of that date, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $ 374,789,092. Documents Incorporated By Reference: The information called for by Part III is incorporated by reference from the Proxy Statement relating to the 1998 Annual Meeting of Stockholders of the Registrant. 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. 3 EXHIBIT INDEX Sequentially Numbered Number Document Page - ------ -------- ------------ 2.1 Agreement and Plan of Merger, dated as of October 3, 1996, -- by and among Petco, PASI Acquisition Corp. and Pet Food Warehouse, Inc. (1) 3.1 Amended and Restated Certificate of Incorporation, as -- amended. (1) 3.2 Amended and Restated By-Laws. (2) -- 4.1 Form of Common Stock Certificate. (2) -- 10.1 Credit Agreement, dated January 30, 1998 between the Company -- and Union Bank, as Syndicating Agent. (3) 10.2 Term loan Agreement, dated January 29, 1996, between the -- Company and Union Bank. (4) 10.3 First Amendment to Term loan Agreement, dated April 24, 1997, -- between the Company and Union Bank.(5) 10.4 Distribution Center Lease, dated March 24, 1994, between the -- Company and The Principal Mutual Life Insurance Company for 10401 Seventh Street, Rancho Cucamonga, California. (6) 10.5 Distribution Center Lease, dated July 1, 1997 between the -- Company and Knickerbocker Industrial Properties East LP for 152 Dayton Jamesburg Road, South Brunswick, New Jersey. (3) 10.6 Distribution Center Lease, dated February 20, 1998 between the -- Company and Industrial Developments International, Inc. for 3801 Rock Creek Boulevard, Joliet, Illinois. (3) 10.7 Distribution Center Lease, dated November 24, 1997 between -- the Company and Opus West Corporation for 4345 Parkhurst Street, Mira Loma, California. (3) 10.8 Master Equipment Lease Agreement, dated October 19, 1992, -- between the Company and Sanwa Business Credit Corporation. (2) 10.9 Master Equipment Lease Agreement, dated September 21, 1994, -- between the Company and General Electric Credit Corporation. (6) 10.10 Master Equipment Lease Agreement, dated March 10, 1995, between -- the Company and KeyCorp Leasing Ltd. (4) 10.11 Master Equipment Lease Agreement, dated November 15, 1995, -- between the Company and Fleet Credit Corporation. (4) 10.12 Master Lease Agreement, dated December 27, 1995, between the -- Company and Newcourt Financial USA, Inc. (4) 10.13 Master Lease Agreement, dated September 28, 1995, between the -- Company and USL Capital Corporation. (4) 10.14 Employment Letter Agreement, dated October 3, 1996, by and -- between Petco and Marvin W. Goldstein. (1) 10.15 Employment Agreement, dated March 17, 1996, between the Company -- and Brian K. Devine. (4) 10.16 Form of Indemnification Agreement between the Company and -- certain officers and directors. (2) 10.17 Form of Retention Agreement for executive officers. (3) -- 10.18 Form of Retention Agreement for officers. (3) -- 10.19 Petco Animal Supplies 401(k) Plan. (2) -- 10.20 The 1994 Stock Option and Restricted Stock Plan for Executive -- and Key Employees of Petco Animal Supplies, Inc., as amended. (7) 10.21 First Amendment to 1994 Stock Option and Restricted Stock Plan -- for Executive and Key Employees of Petco Animal Supplies, Inc. (5) 10.22 Petco Animal Supplies, Inc. Group Benefit Plan, dated July 29, -- 1991, as amended. (4) 10.23 Petco Animal Supplies, Inc. Directors' 1994 Stock Option Plan, -- as amended. (4) 10.24 Form of Petco Animal Supplies, Inc. Nonstatutory Stock Option -- Agreement. (2) 10.25 Form of Petco Animal Supplies, Inc. Incentive Stock Option -- Agreement. (2) 3 10.26 Form of Petco Animal Supplies, Inc. Restricted Stock Agreement. (2)-- 10.27 Form of Petco Animal Supplies, Inc. Nonstatutory Stock Option -- Agreement (Directors' 1994 Stock Option Plan). (2) 10.28 The Pet Food Warehouse, Inc. 1993 Stock Option Plan (8) -- 10.29 Pet Food Warehouse, Inc. Amendment to 1993 Stock Option Plan. (9) -- 10.30 The PetCare Plus, Inc. 1989 Stock Option Plan (the "1989 Stock -- Option Plan"). (10) 10.31 Form of Incentive Stock Option Agreement under the 1989 Stock -- Option Plan. (10) 10.32 Form of Nonqualified Stock Option Agreement under the 1989 -- Stock Option Plan. (10) 21.1 Subsidiaries of the registrant. (3) -- 23.1 Consent of KPMG Peat Marwick LLP. (3) -- 23.2 Consent of Coopers & Lybrand L.L.P. (3) -- 27.1 Financial Data Schedule. (11) 5 _____________ (1) Filed as an exhibit to the Company's Registration Statement on Form S-4 dated October 23, 1996, File No. 333-14699, including Amendment No. 1 thereto dated November 20, 1996. (2) Filed as an exhibit to the Company's Registration Statement on Form S-1 dated January 13, 1994, File No. 33-77094, including Amendment No. 1 thereto dated February 24, 1994 and Amendment No. 2 thereto dated March 11, 1994. (3) Previously filed. (4) Filed as an exhibit to the Company's Registration Statement on Form S-3 dated April 4, 1996, File No. 333-3156, including Amendment No. 1 thereto dated April 24, 1996. (5) Filed as an exhibit to the Company's Current Report on Form 10-K dated April 30, 1997. (6) Filed as an exhibit to the Company's Registration Statement on Form S-1 dated March 31, 1995, File No. 33-90804, including Amendment No. 1 thereto dated April 27, 1995. (7) Filed as an exhibit to the Company's Proxy Statement dated May 24, 1996 relating to the 1996 Annual Meeting of Stockholders of Petco. (8) Filed as an exhibit to Pet Food Warehouse, Inc.'s Registration Statement on Form SB-2 dated July 6, 1993, File No. 33-65734C, including Amendment No. 1 thereto, dated effective August 13, 1993, Post-Effective Amendment No. 1 thereto, dated January 7, 1994, Post- Effective Amendment No. 2 thereto, dated February 1, 1994, and Post- Effective Amendment No. 3 thereto, dated February 10, 1994. (9) Filed as an exhibit to the Company's Registration Statement on Form S-8 dated February 26, 1997, File No. 333-14699. (10)Filed as an exhibit to the Company's Registration Statement on Form S-8 dated March 20, 1998, File No. 333-48311. (11)Filed herewith. 4 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 12th day of June, 1998. PETCO ANIMAL SUPPLIES, INC. By: /s/BRIAN K. DEVINE ------------------------------------- Brian K. Devine Chairman of the Board, President and Chief Executive Officer EX-27 2
5 12-MOS 12-MOS 12-MOS FEB-03-1996 FEB-01-1997 JAN-31-1998 FEB-03-1996 FEB-01-1997 JAN-31-1998 17,185 44,338 3,354 0 0 0 5,515 7,881 10,879 0 0 0 65,397 82,782 96,873 89,826 143,868 124,402 76,687 109,829 147,429 0 0 0 214,498 312,617 335,195 57,263 84,758 91,042 0 0 0 0 0 0 0 0 0 2 2 2 130,037 196,497 186,055 214,498 312,617 335,195 443,585 600,637 749,789 443,585 600,637 749,789 337,873 446,315 553,566 337,873 446,315 553,566 110,956 169,953 212,360 0 0 0 71 600 2,530 (8,815) (16,231) (18,667) (14,601) (4,075) (5,486) 5,786 (12,156) (13,181) 0 0 0 0 0 0 0 0 0 5,786 (12,156) (13,181) 0.36 (0.63) (0.64) 0.35 (0.63) (0.64)
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