SC 13G/A 1 tpgadviiii-13ga2_petco.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No 2)* PETCO Animal Supplies, Inc. --------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ---------------------------------------- (Title of Class of Securities) 716016209 --------- (CUSIP Number) December 31, 2004 --------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) * The remainder of this cover page shall be filled out of a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 14 Pages 716016209 13G Page 2 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Advisors III, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 3 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG GenPar III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 4 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG GenPar Dutch, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 5 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 6 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Parallel III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 7 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Dutch Parallel III, C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 8 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Investors III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 9 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) FOF Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 716016209 13G Page 10 of 14 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) FOF Partners III-B, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - (See Item 4(c)) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING - 0 - PERSON WITH 7 SOLE DISPOSITIVE POWER - 0 - (See Item 4(c)) 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (See Item 4(a) - (b)) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*|_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: PETCO Animal Supplies, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: PETCO Animal Supplies, Inc. 9125 Rehco Road San Diego, California 92121 Item 2(a). Name of Persons Filing: Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Amendment No. 2 to Schedule 13G Statement on behalf of TPG Advisors III, Inc., a Delaware corporation ("TPG Advisors III"), TPG GenPar III, L.P., a Delaware limited partnership ("TPG GenPar III"), TPG GenPar Dutch, L.L.C., a Delaware limited liability company ("TPG GenPar Dutch"), TPG Partners III, L.P., a Delaware limited partnership ("TPG Partners III"), TPG Parallel III, L.P., a Delaware limited partnership ("TPG Parallel III"), TPG Dutch Parallel III, C.V., a commanditaire vennootschap formed in accordance with the law of The Netherlands ("TPG Dutch Parallel III"), TPG Investors III, L.P., a Delaware limited partnership ("TPG Investors III"), FOF Partners III, L.P., a Delaware limited partnership ("FOF Partners III"), and FOF Partners III-B, L.P., a Delaware limited partnership ("FOF Partners III-B") (collectively, the "Item 2 Persons"). The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists. A copy of the Joint Filing Agreement of the Item 2 Persons is attached as Exhibit 1 to Schedule 13G Statement. Items 2(b). Address of Principal Business Office or, if none, Residence: The address of the principal business office of all of the Item 2 Persons is as follows: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Items 2(c). Citizenship: Delaware is the jurisdiction of formation for TPG Advisors III, TPG GenPar III, TPG GenPar Dutch, TPG Partners III, TPG Parallel III, TPG Investors III, FOF Partners III and FOF Partners III-B. The Netherlands is the jurisdiction of formation for TPG Dutch Parallel III. Item 2(d). Title of Class of Securities: This Amendment No. 2 to Schedule 13G Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the "Stock"). Item 2(e). CUSIP Number: The Cusip number of the Stock is 716016209. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership (a) - (b) The aggregate number of shares of the Stock of which each of the Item 2 Persons may be deemed a beneficial owner is - 0 -, which constitutes in each case 0.0% of the outstanding shares of the Stock. (c) Number of shares of Stock as to which each of the Item 2 Persons has: (i) Sole power to vote or to direct the vote - 0 -. (ii) Shared power to vote or to direct the vote - 0 -. (iii) Sole power to dispose or to direct the disposition of - 0 -. (iv) Shared power to dispose or to direct the disposition of - 0 -. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. This Amendment No. 2 to Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(d) and 13d-1(k)(1). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that a "group" within the meaning of Section 13(d)(3) of the Act exists. Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications. Not applicable. SIGNATURE After reasonable 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: February _____, 2005 TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG GenPar Dutch, L.L.C. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG Partners III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG Parallel III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG Dutch Parallel III, C.V. By: TPG GenPar Dutch, L.L.C. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President TPG Investors III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President FOF Partners III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President FOF Partners III-B, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ David A. Spuria ---------------------------- Name: David A. Spuria Title: Vice President