-----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, FtoYxCpSws4k9ObNos+h9NyyKfKaRFk24fSTqb7q+150iZNnwCzOaEdjZINY5KQM Nvr3D5f3OIzAsIorqsoq0Q== 0000936392-97-000026.txt : 19970113 0000936392-97-000026.hdr.sgml : 19970113 ACCESSION NUMBER: 0000936392-97-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970110 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23574 FILM NUMBER: 97504338 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 31, 1996 PETCO ANIMAL SUPPLIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-23574 33-0479906 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation)
9125 REHCO ROAD, SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices, including zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 453-7845 Page 1 of 15 Exhibit Index on Page 13 2 This Current Report on Form 8-K is filed by Petco Animal Supplies, Inc., a Delaware corporation ("Petco"), in connection with the matters described herein. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 31, 1996, Petco consummated a merger (the "Merger") whereby Petco acquired control of Pet Food Warehouse, Inc., a Minnesota corporation ("PFW"), pursuant to an Agreement and Plan of Merger dated as of October 3, 1996 (the "Merger Agreement") among Petco, PASI Acquisition Corp., a newly formed, wholly owned Minnesota subsidiary of Petco ("Merger Sub"), and PFW. Under the Merger Agreement, Merger Sub was merged with and into PFW, whereupon the separate existence of Merger Sub ceased and PFW became a wholly owned subsidiary of Petco. Immediately following the Merger, PFW was then merged with and into Petco, with the result that PFW ceased to exist and Petco continues as the surviving corporation. Consummation of the Merger followed approval by the stockholders of PFW, which was obtained at a stockholder meeting held on December 31, 1996. In connection with the Merger, each outstanding share of common stock of PFW, par value $.01 per share (the "PFW Common Stock"), was converted into the right to receive 0.2173913 of a share (the "Exchange Ratio") of common stock of Petco, par value $.0001 per share (the "Petco Shares"), together with a cash payment in lieu of any fractional Petco Shares to which a holder of PFW Common Stock otherwise was entitled. Each option and warrant to purchase PFW Common Stock (respectively, the "PFW Options" and "PFW Warrants") has been assumed by Petco and constitutes an option or warrant, as the case may be, to acquire Petco Shares on substantially the same terms and conditions as were applicable under such PFW Options and PFW Warrants, adjusted in accordance with the Exchange Ratio. Through the acquisition of the outstanding PFW Common Stock, Petco indirectly acquired all of PFW's assets, which include, among other things, leases with respect to thirty-two retail pet supply stores located in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota, and certain tangible personal property and inventory used in connection with the operation of such stores. Prior to the Merger, Petco did not beneficially own, directly or indirectly, any of PFW's voting securities apart from any beneficial ownership interest it may have had as a result of entering into the Merger Agreement. The Merger was structured as a reverse triangular merger intended to qualify as a tax free reorganization. The Merger will be treated as a "pooling of interests" for accounting purposes. Pursuant to the Merger Agreement, Marvin W. Goldstein, formerly Chairman, President and Chief Executive Officer of PFW, will be employed by Petco as a Senior Vice President until March 31, 1997, after which time Mr. Goldstein will enter into a six-month consulting agreement with Petco. In addition, Mr. Goldstein has entered into a five year non-competition agreement with Petco, which commences upon the termination of Mr. Goldstein's consulting period. Petco does not anticipate that any directors or officers of PFW, other than Mr. Goldstein, will become directors or officers of Petco. The foregoing summary of the terms of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference. On January 2, 1997, Petco issued a press release announcing the consummation of the Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Substantially the same information as that required by paragraph (a) of Item 7 has been previously reported by PFW in its Form 10-Q for the quarter ended November 2, 1996 (File No. 0-22504). In accordance with General Instruction B.3 to the Form 8-K, such information is not reported in this Form 8-K. (b) Pro Forma Financial Information. See attached Unaudited Pro Forma Condensed Combining Consolidated Financial Statements of Petco and PFW as of and for the thirty-nine weeks ended November 2, 1996 and October 28, 1995 and for each of the years in the three year period ended February 3, 1996. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of October 3, 1996 among Petco Animal Supplies, Inc., PASI Acquisition Corp. and Pet Food Warehouse, Inc. Incorporated by reference to Appendix A to Petco's Registration Statement on Form S-4 (File No. 333- 14699). 99.1 Press Release, dated January 2, 1997, issued by Petco Animal Supplies, Inc. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 7, 1997 Petco Animal Supplies, Inc. By: /s/ James M. Myers ------------------------------- James M. Myers Senior Vice President - Finance 4 5 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed combining consolidated balance sheet combines Petco's consolidated balance sheet as of November 2, 1996 with PFW's balance sheet as of that date, giving effect to the Merger as if it occurred on November 2, 1996. The unaudited pro forma condensed combining consolidated statements of operations combine Petco's consolidated statements of operations for the thirty-nine weeks ended November 2, 1996 and October 28, 1995 and for each of the years in the three-year period ended February 3, 1996 with PFW's statements of operations for the thirty-nine weeks ended November 2, 1996 and October 28, 1995 and for the fiscal years ended February 3, 1996, January 28, 1995 and December 31, 1993, giving effect to the Merger as if it had occurred at the beginning of each period presented on a pooling of interests basis. The pro forma financial information should be read in conjunction with Petco's and PFW's historical consolidated financial statements and notes thereto contained in Petco's Report on Form 10-Q for the quarter ended November 2, 1996, Petco's Report on Form 10-K for the year ended February 3, 1996, PFW's Report on Form 10-Q for the quarter ended November 2, 1996 and PFW's Report on Form 10-K for the year ended February 3, 1996. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of actual results that would have been achieved had the Merger been consummated at the beginning of the periods presented or of future results. 5 6 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
NOVEMBER 2, 1996 ------------------------------------------------ HISTORICAL PRO FORMA -------------------- ------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- ------- -------------- -------- ASSETS Current assets: Cash and cash equivalents...................... $ 42,927 $ 4,415 $ -- $ 47,342 Receivables.................................... 6,741 1,136 -- 7,877 Inventories.................................... 63,288 7,670 -- 70,958 Other.......................................... 2,290 1,105 -- 3,395 -------- ------- ------- -------- Total current assets................... 115,246 14,326 -- 129,572 Fixed assets, net................................ 84,369 9,203 -- 93,572 Goodwill......................................... 37,418 -- -- 37,418 Deferred tax assets.............................. 12,777 -- 2,925 15,702 Other assets..................................... 2,419 412 -- 2,831 -------- ------- ------- -------- $252,229 $23,941 $ 2,925 $279,095 ======== ======= ======= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable............................... $ 29,524 $ 1,674 $ -- $ 31,198 Accrued expenses............................... 16,780 1,532 2,250 20,562 Accrued salaries and employee benefits......... 6,332 743 -- 7,075 Current portion of capital lease and other obligations................................. 4,006 319 -- 4,325 -------- ------- ------- -------- Total current liabilities.............. 56,642 4,268 2,250 63,160 Capital lease and other obligations, excluding current portion................................ 14,152 937 -- 15,089 Accrued store closing costs...................... 7,496 -- -- 7,496 Deferred rent.................................... 2,624 1,249 -- 3,873 Stockholders' equity: Common Stock................................... 2 94 (94) 2 Additional paid-in capital..................... 210,817 25,764 94 236,675 Accumulated deficit............................ (39,504) (8,371) 675 (47,200) -------- ------- ------- -------- Total stockholders' equity............. 171,315 17,487 675 189,477 -------- ------- ------- -------- $252,229 $23,941 $ 2,925 $279,095 ======== ======= ======= ========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 6 7 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA)
THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996 ----------------------------------------------------- HISTORICAL PRO FORMA --------------------- --------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- -------- -------------- -------- Net sales................................... $307,692 $ 49,806 $ -- $357,498 Cost of sales and occupancy costs........... 228,786 37,042 -- 265,828 ---------- ---------- ---------- ---------- Gross profit...................... 78,906 12,764 -- 91,670 Selling, general and administrative expenses.................................. 66,629 12,254 -- 78,883 Merger and nonrecurring charges............. 17,894 -- -- 17,894 ---------- ---------- ---------- ---------- Operating income (loss)........... (5,617) 510 -- (5,107) Interest income............................. 1,406 217 -- 1,623 Interest expense............................ (1,243) (61) -- (1,304) ---------- ---------- ---------- ---------- Earnings (loss) before income taxes........................... (5,454) 666 -- (4,788) Income taxes (benefit)...................... (1,045) -- 233 (812) ---------- ---------- ---------- ---------- Net earnings (loss)............... $ (4,409) $ 666 $ (233) $ (3,976) =========== ========== ========== =========== Net earnings (loss) per common and common equivalent share.......................... $ (0.28) $ 0.07 $ -- $ (0.23) =========== ========== ========== =========== Weighted average number of common and common equivalent shares outstanding(1).......... 15,586,805 9,455,252 (7,403,062) 17,638,995 =========== ========== ========== ===========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 7 8 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA)
THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995 ----------------------------------------------------- HISTORICAL PRO FORMA --------------------- --------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- -------- -------------- -------- Net sales................................... $195,523 $ 43,357 $ -- $238,880 Cost of sales and occupancy costs........... 152,473 33,681 -- 186,154 ---------- ---------- ---------- ---------- Gross profit...................... 43,050 9,676 -- 52,726 Selling, general and administrative expenses.................................. 50,128 12,295 -- 62,423 ---------- ---------- ---------- ---------- Operating income (loss)........... (7,078) (2,619) -- (9,697) Interest income............................. 953 344 -- 1,297 Interest expense............................ (642) (27) -- (669) ---------- ---------- ---------- ---------- Earnings (loss) before income taxes........................... (6,767) (2,302) -- (9,069) Income taxes (benefit)...................... (12,110) -- (806) (12,916) ---------- ---------- ---------- ---------- Net earnings (loss)............... $ 5,343 $ (2,302) $ 806 $ 3,847 =========== ========== ========== =========== Net earnings (loss) per common and common equivalent share.......................... $ 0.43 $ (0.25) $ -- $ 0.27 =========== ========== ========== =========== Weighted average number of common and common equivalent shares outstanding(1).......... 12,320,692 9,328,912 (7,276,722) 14,372,882 =========== ========== ========== ===========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 8 9 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA)
FISCAL YEAR ENDED FEBRUARY 3, 1996 --------------------------------------------------- HISTORICAL PRO FORMA -------------------- -------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- -------- -------------- -------- Net sales..................................... $293,631 $ 61,095 $ -- $354,726 Cost of sales and occupancy costs............. 224,540 46,747 -- 271,287 ---------- ---------- ---------- ---------- Gross profit........................ 69,091 14,348 -- 83,439 Selling, general and administrative expenses.................................... 70,808 16,332 -- 87,140 ---------- ---------- ---------- ---------- Operating income (loss)............. (1,717) (1,984) -- (3,701) Loss on disposal of stores.................... -- (3,500) -- (3,500) Interest income............................... 1,081 427 -- 1,508 Interest expense.............................. (836) (36) -- (872) ---------- ---------- ---------- ---------- Earnings (loss) before income taxes............................. (1,472) (5,093) -- (6,565) Income taxes (benefit)........................ (9,785) -- (1,751) (11,536) ---------- ---------- ---------- ---------- Net earnings (loss)................. $ 8,313 $ (5,093) $ 1,751 $ 4,971 =========== ========== ========== =========== Net earnings (loss) per common and common equivalent share............................ $ 0.67 $ (0.55) $ -- $ 0.34 =========== ========== ========== =========== Weighted average number of common and common equivalent shares outstanding(1)............ 12,430,720 9,330,171 (7,046,826) 14,714,065 =========== ========== ========== ===========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 9 10 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA)
FISCAL YEAR ENDED JANUARY 28, 1995 --------------------------------------------------- HISTORICAL PRO FORMA -------------------- -------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- -------- -------------- -------- Net sales..................................... $205,178 $ 36,285 $ -- $241,463 Cost of sales and occupancy costs............. 153,607 28,052 -- 181,659 ---------- ---------- ----------- ---------- Gross profit........................ 51,571 8,233 -- 59,804 Selling, general and administrative expenses.................................... 44,128 10,997 -- 55,125 ---------- ---------- ----------- ---------- Operating income (loss)............. 7,443 (2,764) -- 4,679 Interest income............................... 427 610 -- 1,037 Interest expense-primarily to related parties..................................... (1,147) (40) -- (1,187) ---------- ---------- ----------- ---------- Earnings (loss) before income taxes............................. 6,723 (2,194) -- 4,529 Income taxes (benefit)........................ 1,969 -- (955) 1,014 ---------- ---------- ----------- ---------- Net earnings (loss)................. $ 4,754 $ (2,194) $ 955 $ 3,515 ========== ========== =========== =========== Net earnings (loss) per common and common equivalent share............................ $ 0.57 $ (0.24) $ -- $ 0.34 ========== ========== =========== =========== Weighted average number of common and common equivalent shares outstanding(1)............ 8,340,803 9,001,257 (7,050,379) 10,291,681 ========== ========== =========== ===========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 10 11 UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA)
FISCAL YEAR ENDED -------------------------------------------------------- HISTORICAL ------------------------- JAN. 29, DEC. 31, PRO FORMA 1994 1993 -------------------------- PETCO PFW ADJUSTMENTS(1) COMBINED -------- ------------- -------------- -------- Net sales.................................... $160,841 $ 18,170 $ -- $179,011 Cost of sales and occupancy costs............ 120,574 14,113 -- 134,687 ---------- ---------- ---------- ---------- Gross profit....................... 40,267 4,057 -- 44,324 Selling, general and administrative expenses................................... 35,969 5,671 -- 41,640 ---------- ---------- ---------- ---------- Operating income (loss)............ 4,298 (1,614) -- 2,684 Interest income.............................. 1 60 -- 61 Interest expense-primarily to related parties.................................... (5,105) (26) -- (5,131) ---------- ---------- ---------- ---------- Earnings (loss) before income taxes............................ (806) (1,580) (2,386) Income taxes (benefit)....................... 51 (9) (452) (410) ---------- ---------- ---------- ---------- Net earnings (loss)................ $ (857) $ (1,571) $ 452 $ (1,976) =========== ========== ========== =========== Net earnings (loss) per common and common equivalent share(4)........................ $ -- $ (0.38) $ -- $ -- =========== ========== ========== =========== Weighted average number of common and common equivalent shares outstanding(1)........... -- 4,117,055 -- -- =========== ========== ========== ===========
See accompanying notes to Unaudited Pro Forma Condensed Combining Consolidated Financial Statements. 11 12 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING CONSOLIDATED FINANCIAL STATEMENTS (1) The adjustments to the unaudited pro forma condensed combining consolidated balance sheet give effect to the assumed issuance of 2,052,190 shares of Petco Common Stock as if the Merger had been consummated as of November 2, 1996 and an anticipated charge for Merger-related expenses totaling approximately $2.3 million. Such Merger-related expenses include only financial advisory fees, legal and accounting expenses and other miscellaneous transaction costs; they do not include any severance payments that may be made to PFW employees in connection with the Merger, any costs relating to possible store conversions or closures or any other costs that may arise in connection with the Merger. These Merger-related expenses are estimated to be in the range of $15.0-$23.0 million and are expected to be charged to the operations of Petco and PFW as incurred. The unaudited pro forma condensed combining consolidated statements of operations do not reflect these non-recurring charges which will be recorded as incurred. The pro forma combining common stock in the unaudited pro forma condensed combining consolidated balance sheet is based on the historical par value of PFW Common Stock being valued at the Petco Common Stock par value of $0.0001. The unaudited pro forma condensed combining consolidated statements of operations include adjustments to recognize deferred income taxes (benefit) related to previously unrecognized PFW net operating loss carryforwards in accordance with SFAS No. 109. The pro forma combining per share amounts in the unaudited pro forma condensed combining consolidated statements of operations are based upon the historical weighted average number of shares of common stock and dilutive common stock equivalents of Petco outstanding during each period presented. In addition, the shares of Petco Common Stock to be issued in connection with the Merger, based on the equivalent weighted average shares and the dilutive common share equivalents of PFW outstanding during each period presented, are treated as outstanding during each such period. (2) The unaudited pro forma condensed combining consolidated financial statements do not include adjustments to conform the accounting policies of PFW to those followed by Petco. The nature and extent of such adjustments, if any, will be based upon further study and analysis and are not expected to be significant in relationship to the consolidated financial statements of Petco. (3) Certain financial statement balances of PFW have been reclassified to conform with Petco's financial statement presentation. (4) Due to differences in capital structure, Petco net earnings (loss) per share information prior to fiscal 1994 is not comparable and, accordingly, is not presented. 12 13 EXHIBIT INDEX
Exhibit No. Page - ----------- ---- 2.1 Agreement and Plan of Merger dated as of October 3, 1996 -- among Petco Animal Supplies, Inc., PASI Acquisition Corp. and Pet Food Warehouse, Inc. Incorporated by reference to Appendix A to Petco's Registration Statement on Form S-4 (File No. 333- 14699). 99.1 Press Release, dated January 2, 1997, issued by Petco Animal 14 Supplies, Inc.
13 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 [Business Wire letterhead] (BW)(PETCO)(PETC) PETCO ANIMAL SUPPLIES, INC. ACQUIRES PET FOOD WAREHOUSE, INC. FOR STOCK Business Editors SAN DIEGO--(BUSINESS WIRE)--Jan. 2, 1997-- --Acquisition Provides PETCO With a Strong Midwest Presence-- PETCO Animal Supplies, Inc. (NASDAQ:PETC), one the nation's largest specialty retailers of pet food and supplies, announced today that it completed the acquisition of Pet Food Warehouse, Inc. (NASDAQ:PFWA) on December 31, 1996. The addition of Pet Food Warehouse's 32 stores will bring the number of stores owned and operated by PETCO to 325 in 21 states and the District of Columbia by its February 2 fiscal year end. Under the terms of the merger agreement, shareholders of Pet Food Warehouse will receive 0.2173913 shares of PETCO common stock for each common share of Pet Food Warehouse. Following the issuance of approximately two million shares in this transaction, which is intended to qualify as a tax free reorganization and pooling of interests for accounting purposes, PETCO will have 18.6 million shares outstanding. Brian K. Devine, PETCO's Chairman, President and Chief Executive Officer, said, "Our acquisition of Pet Food Warehouse, a major midwestern retailer of pet food and supplies, represents an important strategic move consistent with our mission to build shareholder value by further growing PETCO into the premier specialty retailer of pet food and supplies in the United States. The combination with Pet Food Warehouse will increase PETCO's annual sales to approximately $500 million with a significant presence in each of the following major markets; west coast, southwest, mid-Atlantic, New England, and now the upper midwest." "We are delighted with the merger as Pet Food Warehouse is an ideal vehicle for PETCO's entry into the highly attractive midwest region. Also as a result of the acquisition, we will benefit from the talents of a management team led by Chairman, President and CEO, Marvin W. Goldstein, a group that has guided a major turnaround of their company over the past year," continued Mr. Devine. "Based on the similarity of the companies' product offerings, and the fact that there is no geographic overlap of operations, we anticipate a smooth integration of Pet Food Warehouse's stores into PETCO's system. We believe that the combination will be accretive to earnings in 1997 and thereafter and that significant opportunities for further expansion will emerge throughout the midwest region as a result of this merger," concluded Mr. Devine. Mr. Goldstein added: "We believe this is a good transaction for all of our constituencies: shareholders, customers, employees and communities." 2 Based in Minneapolis, Minnesota, Pet Food Warehouse operates pet food and supply stores in the Upper Midwest area with locations in Minnesota, Wisconsin, North Dakota, South Dakota, and Iowa. The chain's annual sales are approximately $70 million with an average-store size of approximately 17,000 square feet. "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this release that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of PETCO to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors are discussed under the caption "Certain Cautionary Statements" in PETCO's Annual Report on Form 10-K for the year ended February 3, 1996.
Combined Stores by State Arizona 11 California 125 Colorado 4 Connecticut 9 District of Columbia 1 Iowa 5 Maryland 6 Massachusetts 17 Minnesota 17 Nevada 3 New Hampshire 3 New Jersey 12 New York 14 North Dakota 2 Oregon 10 Pennsylvania 9 Rhode Island 1 South Dakota 1 Texas 37 Virginia 8 Washington 23 Wisconsin 7 Total 325
CONTACT: James Myers Sr. Vice President PETCO Animal Supplies, Inc. 619/677-3005 -----END PRIVACY-ENHANCED MESSAGE-----