8-K

UNITED STATES

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): September 25, 2006

PETCO ANIMAL SUPPLIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-23574	20-2148979
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9125 Rehco Road

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 453-7845

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September 25, 2006, PETCO Animal Supplies, Inc. (the “Company”) announced that Rodney Carter, Senior Vice President and Chief Financial Officer of the Company, submitted his resignation effective October 12, 2006. On that same date, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Carter whereby he will provide consulting services to the Company during the period of October 13, 2006 through October 31, 2006 in connection with the pending acquisition of the Company pursuant to the previously announced Agreement and Plan of Merger entered into by and among the Company, Rover Holdings Corp. and Rover Acquisition Corp. dated July 13, 2006. Mr. Carter will be paid a lump sum of $25,000 plus reimbursement of reasonable expenses for such consulting services.

A copy of the Consulting Agreement is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.

Item 5.02. Departure of Directors or Other Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 25, 2006, Mr. Carter submitted his resignation as Senior Vice President and Chief Financial Officer of the Company effective October 12, 2006.

A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Consulting Agreement between PETCO Animal Supplies, Inc. and Rodney Carter dated September 25, 2006.
99.1	Press release issued by PETCO Animal Supplies, Inc. on September 25, 2006.

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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, thereunto duly authorized.

Dated: September 28, 2006	PETCO ANIMAL SUPPLIES, INC.
	By:	/s/ James M. Myers
		James M. Myers Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Consulting Agreement between PETCO Animal Supplies, Inc. and Rodney Carter dated September 25, 2006.
99.1	Press release issued by PETCO Animal Supplies, Inc. on September 25, 2006.

EX-10.1

Exhibit 10.1

	Pet Food and Supplies
	9125 Rehco Road, San Diego, California 92121
	(858) 453-7845        FAX (858) 453-6585

September 25, 2006

Rodney Carter

PETCO Animal Supplies, Inc.

9125 Rehco Road

San Diego, CA 92121

Re: Consulting Agreement

Dear Rodney:

This letter will memorialize the terms of a consulting agreement between you and PETCO Animal Supplies, Inc. (the “Company”) to commence on October 13, 2006, and continue through October 31, 2006 as well as other terms among additional parties included below.

Specifically, you agree to render services as reasonably necessary to facilitate the closing (“Services”) of the Agreement and Plan of Merger by and among the Company, Rover Holdings Corp. and Rover Acquisition Corp. dated July 13, 2006 (the “Merger Agreement”). As consideration for and upon satisfactory completion of these Services, the Company agrees to pay to you a lump sum of $25,000.00 plus reimbursement of reasonable telephone and mailing costs by November 7, 2006, mutually agreed to be full and adequate consideration for such Services.

In addition, Rover Holdings Corp. (“Parent”) and Rover Acquisition Corp. agree to certain additional terms with the Company as evidenced by the signatures of their authorized representatives below. Specifically, Parent fully consents to the Company’s entry into this consulting agreement if and to the extent required by paragraph 6.1 or any other provision of the Merger Agreement. Parent further agrees promptly to reimburse the Company for all amounts incurred by the Company pursuant to this consulting agreement in the same manner as it shall reimburse the Company for expenses incurred in connection with the Debt Tender pursuant to Paragraph 8.6(d) of the Merger Agreement in the event that closing of the Merger Agreement does not occur, other than as a result of breach of the Merger Agreement by Company.

This consulting agreement shall be governed by the law of Delaware to assure consistency with the law governing the interpretation of the Merger Agreement. This consulting agreement constitutes the entire agreement among the parties with respect to the Services, supersedes all prior agreements, understandings and discussions among the parties with respect to the subject matter of this agreement, shall be binding upon any successor to the Company, and shall not be amended except as mutually agreed in writing.

	Pet Food and Supplies
	9125 Rehco Road, San Diego, California 92121
	(858) 453-7845        FAX (858) 453-6585

We thank you in advance for your anticipated assistance in closing the Merger Agreement.

Sincerely,
/s/ James Myers
James Myers Chief Executive Officer
Agreed:	/s/ Rodney Carter
	Rodney Carter
Agreed:	Rover Holdings Corp.
By:	/s/ Carrie Wheeler
	Authorized Signature
Agreed:	Rover Acquisition Corp.
By:	/s/ Carrie Wheeler
	Authorized Signature

EX-99.1

Exhibit 99.1

PETCO CFO to Resign Next Month

SAN DIEGO, Sept. 25 /PRNewswire-FirstCall/ — PETCO Animal Supplies, Inc. (Nasdaq: PETC - News) said today that Senior Vice President and Chief Financial Officer Rodney Carter has submitted his resignation effective Oct. 12. He joins Zale Corporation Oct. 16 as Group Senior Vice President and Chief Financial Officer. Carter will assist the company as needed in closing the pending transaction to take PETCO private on the originally anticipated schedule. Shareholders are scheduled to meet Oct. 23 to vote on that transaction.

The company said it will begin a search of qualified internal and external candidates to fill the CFO role.

“Rodney has been a valued adviser to me and has been instrumental as a member of our leadership team,” CEO James M. Myers said. “On behalf of the entire company, I thank him for his strong contributions to our progress and wish him and his family well.

“Rodney has built a team of highly experienced leaders in the finance group, and I am confident the team will handle this transition smoothly, effectively and efficiently,” Myers said.

About PETCO Animal Supplies, Inc.

PETCO is a leading specialty retailer of premium pet food, supplies and services. PETCO’s vision is to best promote, through its people, the highest level of well being for companion animals, and to support the human-animal bond. It operates more than 800 stores in 49 states and the District of Columbia, as well as a leading destination for online pet food and supplies at http://www.petco.com. Since its inception in 1999, The PETCO Foundation, PETCO’s non-profit organization, has raised more than $31 million in support of more than 3,800 non-profit grassroots animal welfare organizations around the nation.