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): October 17, 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 8.01. Other Events.

Effective October 17, 2006, PETCO Animal Supplies, Inc. (“PETCO”) and its wholly owned subsidiary, PETCO Animal Supplies Stores, Inc., executed a supplemental indenture (the “Supplemental Indenture”) with respect to its 10.75% Senior Subordinated Notes due 2001 (the “Notes”) in accordance with the terms of a cash tender offer and consent solicitation previously commenced. As previously announced, PETCO received tenders and consents from holders representing 100% of the total outstanding principal amount of the Notes.

On October 23, 2006, PETCO announced that it has extended the cash tender offer and consent solicitation. The offer, which was scheduled to expire at 9:00 a.m., New York City time, on October 23, 2006, has been extended to 9:00 a.m., New York City time, on October 26, 2006, unless otherwise extended.

A copy of the Supplemental Indenture and press release are attached hereto as Exhibits 4.1 and 99.1, respectively, and are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of October 17, 2006, by and among PETCO Animal Supplies Stores, Inc., certain affiliates and subsidiaries of PETCO Animal Supplies Stores, Inc., as guarantors, and U.S. Bank N.A., as trustee.
99.1	Press release dated October 23, 2006 issued by PETCO Animal Supplies, Inc.

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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: October 23, 2006	PETCO ANIMAL SUPPLIES, INC.
	By:	/s/ Jeffrey A. Pace
		Jeffrey A. Pace
		Vice President and Controller

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of October 17, 2006, by and among PETCO Animal Supplies Stores, Inc., certain affiliates and subsidiaries of PETCO Animal Supplies Stores, Inc., as guarantors, and U.S. Bank N.A., as trustee.
99.1	Press release dated October 23, 2006 issued by PETCO Animal Supplies, Inc.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

TO THE INDENTURE

PETCO ANIMAL SUPPLIES STORES, INC. (FORMERLY KNOWN AS PETCO ANIMAL SUPPLIES, INC.),

THE GUARANTORS SIGNATORY HERETO

AND

U.S. BANK N.A.

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of October 17, 2006

to

Indenture

Dated as of October 26, 2001

10.75% Senior Subordinated Notes due 2011

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 17, 2006 (this “Supplemental Indenture”), is by and among PETCO Animal Supplies Stores, Inc. (formerly known as PETCO Animal Supplies, Inc.), a Delaware corporation (the “Issuer”), the Guarantors and U.S. Bank N.A., as trustee (the “Trustee”).

WHEREAS, the Issuer and the Trustee have entered into that certain Indenture dated as of October 26, 2001 (the “Indenture”), providing for the issuance of 10.75% Senior Subordinated Notes due 2011 (the “Notes”);

WHEREAS, the Issuer issued originally $200 million aggregate principal amount of the Notes;

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for Notes) (subject to certain exceptions);

WHEREAS, the Issuer, has commenced an offer to purchase for cash any or all of the outstanding Notes and a consent solicitation with respect to the amendments to the Indenture set forth herein (collectively, the “Tender Offer and Consent”), each pursuant to an Offer to Purchase and Consent Solicitation dated as of September 22, 2006.

WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the Board of Directors of the Issuer and of each Guarantor; and

WHEREAS, (1) the Issuer has received the consent of the Holders of a majority in principal amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided under the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture, all as certified by an Officers’ Certificate, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as contemplated by Section 9.06 of the Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Indenture is hereby amended to delete in its entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture.

ARTICLE II

AMENDMENTS TO INDENTURE

Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:

(i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:

Section 4.07 (Offer to Repurchase upon Change of Control)

Section 4.08 (Assets Sales)

Section 4.10 (Restricted Payments)

Section 4.11 (Incurrence of Indebtedness and Issuance of Preferred Stock)

Section 4.12 (No Senior Subordinated Debt)

Section 4.13 (Liens)

Section 4.14 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries)

Section 4.15 (Transactions with Affiliates)

Section 4.16 (Additional Note Guarantees)

Section 4.17 (Designation of Restricted and Unrestricted Subsidiaries)

Section 4.18 (Limitations on Issuances of Guarantees of Indebtedness)

Section 4.19 (Business Activities)

Section 4.20 (Reports)

Section 5.01 (Merger, Consolidation or Sale of Assets)

Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) and 6.01(h);

(ii) amending Section 4.03 of the Indenture, together with all necessary conforming changes to the Indenture, to read in its entirety as follows:

“Section 4.03. TIA Compliance. The Company shall comply with TIA Section 314(a)(4).”

(iii) adding the following section, together with all necessary conforming changes, to the Indenture as Section 5.01:

“Section 5.01. Successor Corporation Substituted. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in which the Company is not the surviving or continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company hereunder and the Notes with the same effect as if such surviving entity had been named as such.”

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 12.01 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

Section 3.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

Section 3.4 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 3.8 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

Section 3.9 Successors. All agreements of the Issuer, the Guarantors and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors.

Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental Indenture shall be effective as of the date first above written and shall become operative on the date on which the Issuer accepts not less than a majority in aggregate principal amount of the Notes then outstanding pursuant to the Tender Offer and Consent and provides written notice to the Trustee of such acceptance.

Section 3.11 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

“Effective as of [                ], 2006, the restrictive covenants of the Indenture and certain of the Events of Default have been eliminated, as provided in the Second Supplemental Indenture, dated as of [                ], 2006. Reference is hereby made to said Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year written above.

PETCO ANIMAL SUPPLIES STORES, INC.
By:	/s/ Bruce C. Hall
	Name:	Bruce C. Hall
	Title:	President
U.S. BANK N.A., as Trustee
By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President
GUARANTORS:
PETCO SOUTHWEST, L.P., as Guarantor
By:	PETCO ANIMAL SUPPLIES STORES, INC., its General Partner
By:	/s/ Bruce C. Hall
	Name:	Bruce C. Hall
	Title:	President
E-PET SERVICES, LLC
By:	E-PET SERVICES, its Sole member
By:	/s/ Bruce C. Hall
	Name:	Bruce C. Hall
	Title:	President
PETCO ANIMAL SUPPLIES, INC. PM MANAGEMENT INCORPORATED PET CONCEPTS INTERNATIONAL INTERNATIONAL PET SUPPLIES & DISTRIBUTION, INC. PETCO SOUTHWEST, INC. E-PET SERVICES, each as Guarantors
By:	/s/ Bruce C. Hall
	Name:	Bruce C. Hall
	Title:	President

EX-99.1

Exhibit 99.1

PETCO Extends Tender Offer and Consent Solicitation for its

10.75% Senior Subordinated Notes due 2011

SAN DIEGO, CA, October 23, 2006 — PETCO Animal Supplies, Inc. (Nasdaq: PETC), a leading specialty retailer of premium pet food, supplies and services, announced today that it has extended its previously announced cash tender offer and consent solicitation by its wholly owned subsidiary, PETCO Animal Supplies Stores, Inc., to purchase all of its 10.75% Senior Subordinated Notes due 2011 (the “Notes”). The offer, which was scheduled to expire at 9:00 a.m., New York City time, on October 23, 2006, has been extended to 9:00 a.m., New York City time, on October 26, 2006, unless otherwise extended. As previously announced, PETCO has received tenders and consents from holders representing 100% of the total outstanding principal amount of the Notes.

The total consideration per $1,000 principal amount of the Notes validly tendered and accepted for payment has been revised to $1054.38 in order to reflect the extension, including a $30 cash payment per $1,000 principal amount of all Notes validly tendered. Holders of Notes validly tendered and accepted for payment will also receive accrued and unpaid interest on their Notes up to, but not including, the settlement date for the tender offer and consent solicitation, as provided under the tender offer and consent solicitation documentation.

The obligation of PETCO to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of certain conditions, including, among other conditions, the satisfaction or waiver of the conditions to the consummation of the pending acquisition of PETCO and the securing of sufficient financing for the purchase of the Notes and related fees and expenses. PETCO intends to finance the purchase of the Notes and related fees and expenses with proceeds from a new financing and will not be required to accept for purchase any Notes, or pay the tender offer consideration, if it does not receive sufficient funds to effect the tender through the financing. The complete terms and conditions of the tender offer and the consent solicitation are set forth in the tender offer documents which have been sent to holders of the Notes.

PETCO has retained Credit Suisse Securities (USA) LLC to act as Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-0652 (collect). Copies of the tender offer documents and other related documents may be obtained from Morrow

& Co., Inc., the information agent for the tender offer and consent solicitation, at (800) 607-0088 (toll free) or (203) 658-9400 (collect).

The tender offer and consent solicitation is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of PETCO. It also is not a solicitation of consents to the amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

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 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.

Forward-Looking Statements

Certain statements in this news release that are not historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as “may,” “should,” “might,” “believe,” “expect,” “anticipate,” “estimate” and similar words, although some may be expressed differently. These statements are based on our management’s current expectations. There are a number of risks and uncertainties that could cause our actual results to differ materially. For example, we may be unable to obtain financing for the tender. In addition, our pending acquisition by Leonard Green & Partners, L.P. and Texas Pacific Group may fail to be consummated. Certain other risks associated with our business are discussed from time to time in the reports filed by PETCO with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended January 28, 2006 and that certain Definitive Proxy Statement on Schedule 14A for the special meeting of our stockholders to consider and vote upon our pending proposed acquisition by Leonard Green & Partners, L.P. and Texas Pacific Group, filed with the SEC on September 18, 2006. We disclaim any intent or obligation to update these forward-looking statements.

Contacts:
For PETCO Animal Supplies, Inc.
Investors	Media
Chaith Kondragunta	Kevin Whalen
Director, Investor Relations	VP, Communications
PETCO Animal Supplies, Inc.	PETCO Animal Supplies, Inc.
(858) 202-7846	(858) 202-7843

For Texas Pacific Group and Leonard Green & Partners:

Owen Blicksilver

Owen Blicksilver PR

(516) 742-5950

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