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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
10.75% SENIOR SUBORDINATED NOTES DUE 2011
OF
PETCO ANIMAL SUPPLIES, INC.
PURSUANT TO THE PROSPECTUS DATED MAY , 2002
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME ON JUNE , 2002, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME
MAY BE EXTENDED, THE "EXPIRATION DATE").
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. BANK N.A.
BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY:
U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Specialized Finance Department
BY FACSIMILE:
(651) 244-1537
Reference: PETCO Animal Supplies, Inc.
FOR INFORMATION OR
CONFIRMATION BY TELEPHONE:
(800) 934-6802
ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE PROMPTLY SENT TO THE
EXCHANGE AGENT BY REGISTERED OR CERTIFIED MAIL, BY HAND OR BY OVERNIGHT DELIVERY
SERVICE.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ONE
STATED ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE STATED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
IF YOU WISH TO EXCHANGE OUTSTANDING 10.75% SENIOR SUBORDINATED NOTES DUE
2011 (THE "OLD NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED
10.75% SENIOR SUBORDINATED NOTES DUE 2011 (THE "EXCHANGE NOTES") PURSUANT TO THE
EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) THE OLD NOTES TO U.S.
BANK N.A. (THE "EXCHANGE AGENT") BEFORE THE EXPIRATION DATE.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.
The instructions set forth in this letter of transmittal (this "Letter of
Transmittal") should be read carefully before this Letter of Transmittal is
completed. The undersigned acknowledges that he or she has received and reviewed
the prospectus dated May , 2002 (as the same may be amended or supplemented
from time to time, the "Prospectus"), of PETCO Animal Supplies, Inc., a Delaware
corporation ("PETCO"), and this Letter of Transmittal, which together constitute
PETCO's offer (the "Exchange Offer") to exchange $1,000 principal amount of the
Exchange Notes that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for each $1,000 principal amount of the Old
Notes. Recipients of the Prospectus should read the requirements described in
the Prospectus with respect to eligibility to participate in the Exchange Offer.
This Letter of Transmittal is to be completed by holders of Old Notes
either:
- if Old Notes are to be forwarded herewith, or
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- if tenders of Old Notes are to be made by book-entry transfer to an
account maintained by the Exchange Agent at The Depository Trust Company
("DTC") pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering" in the Prospectus.
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through the DTC Automated Tender Offer
Program ("ATOP"), for which the Exchange Offer will be eligible. DTC
participants that are accepting the Exchange Offer must transmit their
acceptance to DTC, which will verify the acceptance and execute a book-entry
delivery to the Exchange Agent's account at DTC. DTC will then send an agent's
message, forming part of a book-entry transfer in which the participant agrees
to be bound by the terms of the Letter of Transmittal (an "Agent's Message"), to
the Exchange Agent for its acceptance. Transmission of the Agent's Message by
DTC will satisfy the terms of the Exchange Offer as to execution and delivery of
a Letter of Transmittal by the participant identified in the Agent's Message.
Holders who wish to tender their Old Notes and (1) whose certificates for
such Old Notes are not immediately available, (2) who cannot deliver their
certificates and all other required documents to the Exchange Agent before the
Expiration Date or (3) who cannot complete the procedures for book-entry
transfer before the Expiration Date, must tender their Old Notes according to
the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus.
THE UNDERSIGNED HEREBY TENDERS FOR EXCHANGE THE OLD NOTES DESCRIBED IN THE
BOX ENTITLED "DESCRIPTION OF TENDERED OLD NOTES" BELOW UPON THE TERMS AND
SUBJECT TO THE CONDITIONS DESCRIBED IN THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL.
<Table>
<Caption>
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DESCRIPTION OF TENDERED OLD NOTES
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AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) PRINCIPAL AMOUNT PRINCIPAL
AS IT APPEARS ON THE 10.75% SENIOR SUBORDINATED CERTIFICATE OF OLD NOTES AMOUNT OF OLD
NOTES DUE 2011 NUMBER(S) REPRESENTED BY NOTES TENDERED
(PLEASE FILL IN, IF BLANK) OF OLD NOTES(A) CERTIFICATES FOR EXCHANGE(B)
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---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
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TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
FOR EXCHANGE
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</Table>
(A) Need not be completed by holders delivering by book-entry transfer (see
below).
(B) Unless otherwise indicated in this column, any tendering holder will be
deemed to have tendered the entire principal amount represented by the Old
Notes indicated in the column labeled "Aggregate Principal Amount of Old
Notes Represented by Certificates." The minimum permitted tender is $1,000
in principal amount of the Old Notes. All other tenders must be integral
multiples of $1,000.
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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THE BOXES BELOW.
/ / CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number at DTC: _____________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of the Notice of Guaranteed Delivery: ____________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution: _____________________________________________
Account Number at DTC: _____________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR YOUR
OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND TEN (10)
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
1. The undersigned hereby tenders to PETCO the Old Notes described above
pursuant to PETCO's offer of $1,000 principal amount of the Exchange Notes in
exchange for each $1,000 principal amount of the Old Notes, upon the terms and
subject to the conditions contained in the Prospectus, receipt of which is
hereby acknowledged by the undersigned.
2. The undersigned hereby represents and warrants that the undersigned (1)
owns the Old Notes tendered and is entitled to tender such Old Notes and (2) has
full power and authority to tender, sell, exchange, assign and transfer the Old
Notes and to acquire the Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that, when the same are accepted for exchange, PETCO
will acquire good, marketable and unencumbered title to the tendered Old Notes,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim or right or restriction or proxy of any kind. The
undersigned also warrants that it will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or PETCO to be necessary or
desirable to complete the sale, exchange, assignment and transfer of tendered
Old Notes or to transfer ownership of such Old Notes on the account books
maintained by DTC. The undersigned has read and agrees to all of the terms of
the Exchange Offer.
3. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as the agent of PETCO and as
trustee under the indenture relating to the Old Notes and the Exchange Notes)
with respect to such tendered Old Notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (1) deliver certificates representing such tendered Old
Notes, or transfer ownership of such Old Notes on the account books maintained
by DTC, and to deliver all accompanying evidence of transfer and authenticity
to, or upon the order of, PETCO upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by PETCO of such Old Notes for exchange pursuant to the
Exchange Offer, (2) receive all benefits and otherwise to exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms and
conditions of the Exchange Offer, and (3) present such Old Notes for transfer,
and transfer such Old Notes, on the relevant security register.
4. The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering" and in the instructions to this Letter
of Transmittal will, upon PETCO's acceptance of the Old Notes for exchange,
constitute a binding agreement between the undersigned and PETCO in accordance
with the terms and subject to the conditions of the Exchange Offer.
5. The Exchange Offer is subject to the conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by PETCO) as more particularly set forth in
the Prospectus, PETCO may not be required to exchange any of the Old Notes
tendered by this Letter of Transmittal and, in such event, the Old Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
6. Unless the box under the heading "Special Registration Instructions" is
checked, by tendering Old Notes and executing this Letter of Transmittal, the
undersigned hereby represents and warrants that:
(i) the undersigned or any beneficial owner of the Old Notes is
acquiring the Exchange Notes in the ordinary course of business of the
undersigned (or such other beneficial owner);
(ii) neither the undersigned nor any beneficial owner is engaging in or
intends to engage in a distribution of the Exchange Notes within the meaning
of the federal securities laws;
(iii) neither the undersigned nor any beneficial owner has an arrangement
or understanding with any person to participate in the distribution of the
Exchange Notes;
(iv) neither the undersigned nor any beneficial owner is an "affiliate,"
as such term is defined in Rule 405 promulgated under the Securities Act, of
PETCO, and upon request by PETCO, the undersigned or such beneficial owner
will deliver to PETCO a legal opinion confirming it is not such an
affiliate;
(v) if the undersigned or any beneficial owner is a resident of the
State of California, it falls under the self-executing institutional
investor exemption set forth under Section 25102(i) of the Corporate
Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California
Blue Sky Regulations;
(vi) if the undersigned or any beneficial owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d) and
(k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive opinion dated November
16, 1985;
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(vii) the undersigned and each beneficial owner acknowledges and agrees
that any person who is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or who tenders Old
Notes in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale transaction of
the Exchange Notes or interests therein acquired by such person and cannot
rely on the position of the staff of the Securities and Exchange Commission
(the "Commission") set forth in its series of interpretive no-action letters
to third parties;
(viii) the undersigned and each beneficial owner understands that a
secondary resale transaction described in clause (vii) above and any resales
of Exchange Notes or interests therein obtained by such holder in exchange
for Old Notes or interests therein originally acquired by such holder
directly from PETCO should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the Commission; and
(ix) the undersigned is not acting on behalf of any person or entity who
could not truthfully make the foregoing representations.
7. The undersigned may, if and only if unable to make all of the
representations and warranties contained in Item 6 above, elect to have its Old
Notes registered in the shelf registration described in the Exchange and
Registration Rights Agreement dated as of October 26, 2001 between PETCO and
Goldman, Sachs & Co., in the form filed as an exhibit to the registration
statement of which the Prospectus is a part (the "Exchange and Registration
Rights Agreement"). Such election may be made by checking the box under "Special
Registration Instructions" below. By making such election, the undersigned
agrees, severally and not jointly, as a holder of transfer restricted securities
participating in a shelf registration, to indemnify and hold harmless PETCO and
all other holders of Registrable Securities (as defined in the Exchange and
Registration Rights Agreement) against any losses, claims, damages or
liabilities (or actions in respect thereof) (including, without limitation, the
reasonable legal and other expenses incurred in connection with investigating or
defending any such action or claim) arising out of or based upon (i) an untrue
statement or alleged untrue statement of a material fact contained in the shelf
registration statement filed with respect to such Old Notes or the Prospectus or
in any amendment thereof or supplement thereto or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with information relating to the undersigned furnished to PETCO in
writing by or on behalf of the undersigned expressly for use therein. Any such
indemnification shall be governed by the terms and subject to the conditions set
forth in the Exchange and Registration Rights Agreement, including, without
limitation, the provisions regarding notice, retention of counsel, contribution
and payment of expenses set forth therein. The above summary of the
indemnification provisions of the Exchange and Registration Rights Agreement is
not intended to be exhaustive and is qualified in its entirety by reference to
the Exchange and Registration Rights Agreement.
8. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. However, by so
acknowledging and by delivering a prospectus, the undersigned does not and will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. If the undersigned is a broker-dealer and Old Notes held for its
own account were not acquired as a result of market-making or other trading
activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.
9. All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by and shall survive the death, bankruptcy or
incapacity of the undersigned, and every obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
10. Unless otherwise indicated herein under the box entitled "Special
Issuance Instructions" below, Exchange Notes, and Old Notes not tendered or
accepted for exchange, will be issued in the name of the undersigned. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, Exchange Notes, and Old Notes not tendered or accepted for
exchange, will be delivered to the undersigned at the address shown below the
signature of the undersigned. In the case of a book-entry delivery of Old Notes,
the Exchange Agent will credit the account maintained by DTC with any Old Notes
not tendered. The undersigned recognizes that PETCO has no obligation pursuant
to the "Special Issuance Instructions" to transfer any Old Notes from the name
of the registered holder thereof if PETCO does not accept for exchange any of
the principal amount of Old Notes so tendered.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5, 6 AND 8)
To be completed ONLY IF (1) certificates for Old Notes in a principal
amount not tendered are to be issued in the name of, or Exchange Notes
issued pursuant to the Exchange Offer are to be issued in the name of,
someone other than the person or persons whose name(s) appear(s) within this
Letter of Transmittal or are to be issued to an address different from that
shown in the box entitled "Description of Tendered Old Notes" within this
Letter of Transmittal, (2) Old Notes not tendered, but represented by
certificates tendered by this Letter of Transmittal, are to be returned by
credit to an account maintained at DTC other than the account indicated
above or (3) Exchange Notes issued pursuant to the Exchange Offer are to be
issued by book-entry transfer to an account maintained at DTC other than the
account indicated above.
Issue:
/ / Exchange Notes to:
/ / Old Notes to:
Name(s): ___________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
Telephone Number: __________________________________________________________
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
DTC Account Number: ________________________________________________________
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5, 6 AND 8)
To be completed ONLY IF certificates for Old Notes in a principal amount
not tendered, or Exchange Notes issued pursuant to the Exchange Offer, are
to be sent to someone other than the person or persons whose name(s)
appear(s) within this Letter of Transmittal or are to be sent to an address
different from that shown in the box entitled "Description of Tendered Old
Notes" within this Letter of Transmittal.
Deliver:
/ / Exchange Notes to:
/ / Old Notes to:
Name(s): ___________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
Telephone Number: __________________________________________________________
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Is this a permanent address change? (check one box)
/ / Yes / / No
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SPECIAL REGISTRATION INSTRUCTIONS
(SEE ITEM 7)
To be completed ONLY IF (1) the undersigned satisfies the conditions set
forth in Item 7 above, (2) the undersigned elects to register its Old Notes
in the shelf registration described in the Exchange and Registration Rights
Agreement and (3) the undersigned agrees to indemnify certain entities and
individuals as set forth in the Exchange and Registration Rights Agreement
and summarized in Item 7 above.
/ / By checking this box the undersigned hereby (1) represents that it
is unable to make all of the representations and warranties set forth in
Item 6 above, (2) elects to have its Old Notes registered pursuant to the
shelf registration described in the Exchange and Registration Rights
Agreement and (3) agrees to indemnify certain entities and individuals
identified in, and to the extent provided in, the Exchange and Registration
Rights Agreement and summarized in Item 7 above.
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SIGNATURE
To be completed by all tendering holders of Old Notes. This Letter of
Transmittal must be signed by the registered holder(s) exactly as their
name(s) appear(s) on certificate(s) for Old Notes or on a security position
listing as the owner of the Old Notes, or by person(s) authorized to become
registered holder(s) by endorsement, bond power or documents transmitted
with this Letter of Transmittal, including such opinions of counsel,
certifications and other information as may be required by PETCO or the
trustee for the Old Notes to comply with the restrictions on transfer
applicable to the Old Notes. If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Exchange Agent of such person's authority to so act. See
Instruction 5.
X __________________________________________________________________________
X __________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Dated: _____________________________________________________________________
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: _______________________________________________
SIGNATURE GUARANTEE (IF REQUIRED--SEE INSTRUCTIONS 2 AND 5)
Certain Signatures Must Be Guaranteed By an Eligible Institution
____________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
__________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
OF ELIGIBLE INSTITUTION)
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(PRINTED NAME)
__________________________________________________________________________
(TITLE)
Dated: _____________________________________________________________________
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PLEASE READ THE FOLLOWING INSTRUCTIONS,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
1. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of
Transmittal must be completed by holders of Old Notes if certificates
representing such Old Notes are to be forwarded herewith or, unless an Agent's
Message is utilized, if tender is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer--Procedures for Tendering."
For a holder to properly tender Old Notes pursuant to the Exchange Offer, a
properly completed and duly executed Letter of Transmittal or a copy of the
Letter of Transmittal, together with any signature guarantees and any other
documents required by these Instructions, or a properly transmitted Agent's
Message in the case of a book-entry transfer, must be received by the Exchange
Agent at its address set forth on the cover of this Letter of Transmittal before
the Expiration Date, and either (1) certificates representing such Old Notes
must be received by the Exchange Agent at its address or (2) such Old Notes must
be transferred into the Exchange Agent's account at DTC pursuant to the
procedures for book-entry transfer described in the Prospectus under "The
Exchange Offer-Book-Entry Transfer" and a book-entry confirmation must be
received by the Exchange Agent, before the Expiration Date. A holder who desires
to tender Old Notes and who cannot comply with the procedures set forth herein
for tender on a timely basis or whose Old Notes are not immediately available
must comply with the guaranteed delivery procedures discussed below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY
THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT
OR HAND DELIVERY SERVICE, PROPERLY INSURED. IF CHOOSING DELIVERY BY MAIL,
HOLDERS SHOULD USE REGISTERED MAIL, RETURN RECEIPT REQUESTED, PROPERLY INSURED.
IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE
EXCHANGE AGENT BEFORE THE EXPIRATION DATE. HOLDERS SHOULD NOT SEND ANY NOTE,
LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO PETCO. HOLDERS MAY REQUEST
THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE
TRANSACTIONS FOR SUCH HOLDER.
If a holder desires to tender Old Notes pursuant to the Exchange Offer and
(1) certificates representing such Old Notes are not immediately available,
(2) time will not permit such holder's Letter of Transmittal, certificates
representing such Old Notes or other required documents to reach the Exchange
Agent before the Expiration Date or (3) the procedures for book-entry transfer
(including delivery of an Agent's Message) cannot be completed before the
Expiration Date, such holder may nevertheless tender such Old Notes with the
effect that such tender will be deemed to have been received before the
Expiration Date if the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures" are
followed. Pursuant to such procedures, (1) the tender must be made by or through
an eligible guarantor institution (as defined below), (2) a properly completed
and duly executed notice of guaranteed delivery, substantially in the form
provided by PETCO herewith, or an Agent's Message with respect to a guaranteed
delivery that is accepted by PETCO, must be received by the Exchange Agent
before the Expiration Date and (3) the certificates for the tendered Old Notes,
in proper form for transfer (or a book-entry confirmation of the transfer of
such Old Notes into the Exchange Agent's account at DTC as described in the
Prospectus), together with this Letter of Transmittal, or a copy of this Letter
of Transmittal, properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, or a properly transmitted Agent's Message, must be received by the
Exchange Agent within three trading days after the execution of the notice of
guaranteed delivery.
The notice of guaranteed delivery may be sent by hand delivery, facsimile
transmission or mailed to the Exchange Agent and must include a guarantee by an
eligible guarantor institution in the form set forth in the notice of guaranteed
delivery. For Old Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a notice of guaranteed
delivery before the Expiration Date. As used herein and in the Prospectus,
"eligible guarantor institution" means a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution,"
including (as such terms are defined therein): (1) a bank, (2) a broker, dealer,
municipal securities broker or dealer or government securities broker or dealer,
(3) a credit union, (4) a national securities exchange, registered securities
association or clearing agency or (5) a savings association.
2. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by a member of or participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program, the
Stock Exchange Medallion Program or by an eligible guarantor institution unless
the Old Notes tendered hereby are tendered (1) by a registered holder of Old
Notes (or by a participant in DTC whose name appears on a security position
listing as the owner of such Old Notes) who has signed this Letter of
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Transmittal and who has not completed any of the boxes entitled "Special
Issuance Instructions," "Special Delivery Instructions" or "Special Registration
Instructions" on the Letter of Transmittal or (2) for the account of an eligible
guarantor institution. If the Old Notes are registered in the name of a person
other than the signer of the Letter of Transmittal or if Old Notes not tendered
are to be returned to, or are to be issued to the order of, a person other than
the registered holder or if Old Notes not tendered are to be sent to someone
other than the registered holder, then the signature on this Letter of
Transmittal accompanying the tendered Old Notes must be guaranteed as described
above. Beneficial owners whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Old Notes. See "The Exchange Offer--Procedures for Tendering" in the
Prospectus.
3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the Prospectus,
tenders of Old Notes may be withdrawn at any time before the Expiration Date.
For a withdrawal of tendered Old Notes to be effective, a written or, for DTC
participants, electronic ATOP notice of withdrawal must be received by the
Exchange Agent before the Expiration Date at its address set forth on the cover
of this Letter of Transmittal. Any such notice of withdrawal must (1) specify
the name of the person who tendered the Old Notes to be withdrawn, (2) identify
the Old Notes to be withdrawn, including the certificate number(s) shown on the
particular certificates evidencing such Old Notes (unless such Old Notes were
tendered by book-entry transfer), the aggregate principal amount represented by
such Old Notes and the name of the registered holder of such Old Notes, if
different from that of the person who tendered such Old Notes, (3) be signed by
the holder of such Old Notes in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees), or be accompanied by documents of transfer
sufficient to have the trustee register the transfer of the Old Notes into the
name of the person withdrawing such Old Notes, and (4) specify the name in which
any such Old Notes are to be registered, if different from that of the
registered holder. If the Old Notes were tendered pursuant to the procedures for
book-entry transfer set forth in "The Exchange Offer--Procedures for Tendering"
in the Prospectus, the notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawn Old Notes and must
otherwise comply with the procedures of DTC. If the Old Notes to be withdrawn
have been delivered or otherwise identified to the Exchange Agent, a signed
notice of withdrawal is effective immediately upon written or facsimile notice
of such withdrawal even if physical release is not yet effected.
Any permitted withdrawal of Old Notes may not be rescinded. Any Old Notes
properly withdrawn will thereafter be deemed not validly tendered for purposes
of the Exchange Offer. However, properly withdrawn Old Notes may be retendered
by following one of the procedures described in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering" at any time before the Expiration
Date.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by PETCO, in its sole
discretion, which determination shall be final and binding on all parties.
Neither PETCO, any affiliates of PETCO, the Exchange Agent or any other person
shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
4. PARTIAL TENDERS. Tenders of Old Notes pursuant to the Exchange Offer
will be accepted only in principal amounts equal to $1,000 or integral multiples
of $1,000. If less than the entire principal amount of any Old Notes evidenced
by a submitted certificate is tendered, the tendering holder must fill in the
principal amount tendered in the last column of the box entitled "Description of
Tendered Old Notes" herein. The entire principal amount represented by the
certificates for all Old Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If the entire principal amount of
all Old Notes held by the holder is not tendered, new certificates for the
principal amount of Old Notes not tendered and Exchange Notes issued in exchange
for any Old Notes tendered and accepted will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at DTC designated herein)
to the holder unless otherwise provided in the appropriate box on this Letter of
Transmittal (see Instruction 6) as soon as practicable following the Expiration
Date.
5. SIGNATURE ON LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Old Notes tendered hereby, the signature must
correspond exactly with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC whose name is shown as the owner
of the Old Notes tendered hereby, the signature must correspond exactly with the
name as it appears on the security position as the holder of the Old Notes.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
<Page>
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many copies
of this Letter of Transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this Letter of Transmittal is signed by the holder, and the certificates
for any principal amount of Old Notes not tendered are to be issued (or if any
principal amount of Old Notes that is not accepted is to be reissued or
returned) to or, if tendered by book-entry transfer, credited to the account at
DTC of the registered holder, and Exchange Notes exchanged for Old Notes in
connection with the Exchange Offer are to be issued to the order of the
registered holder, then the registered holder need not endorse any certificates
for tendered Old Notes nor provide a separate bond power. In any other case
(including if this Letter of Transmittal is not signed by the registered
holder), the registered holder must either properly endorse the certificates for
Old Notes tendered or transmit a separate properly completed bond power with
this Letter of Transmittal (in either case, executed exactly as the name(s) of
the registered holder(s) appear(s) on such Old Notes, and, with respect to a
participant in DTC whose name appears on a security position listing as the
holder of Old Notes, exactly as the name(s) of the participant(s) appear(s) on
such security position listing), with the signature on the endorsement or bond
power guaranteed by a signature guarantor or an eligible guarantor institution,
unless such certificates or bond powers are executed by an eligible guarantor
institution, and must also be accompanied by such opinions of counsel,
certifications and other information as PETCO or the trustee for the Old Notes
may require in accordance with the restrictions on transfer applicable to the
Old Notes. See Instruction 2.
If this Letter of Transmittal or any certificates representing Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by PETCO, proper evidence satisfactory to the Exchange Agent, of
their authority so to act must be submitted with this Letter of Transmittal.
6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders
should indicate in the applicable box or boxes the name and address to which Old
Notes for principal amounts not tendered or Exchange Notes exchanged for Old
Notes in connection with the Exchange Offer are to be issued or sent, if
different from the name and address of the holder signing this Letter of
Transmittal. In the case of issuance in a different name, the
taxpayer-identification number of the person named must also be indicated.
Holders tendering by book-entry transfer may request that Old Notes not
exchanged be credited to such account maintained at DTC as such holder may
designate. If no instructions are given, Old Notes not tendered will be returned
to the registered holder of the Old Notes tendered. For holders of Old Notes
tendered by book-entry transfer, Old Notes not tendered will be returned by
crediting the account at DTC designated above.
7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Federal income
tax law generally requires that each tendering holder is required to provide the
Exchange Agent with its correct taxpayer identification number, which, in the
case of a holder who is an individual, is his or her social security number. If
the Exchange Agent is not provided with the correct taxpayer identification
number or an adequate basis for an exemption, the holder may be subject to
backup withholding of a portion of any payment made with respect to the Old
Notes and a $50 penalty imposed by the Internal Revenue Service. If withholding
results in an over-payment of taxes, a refund may be obtained. Certain holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
To prevent backup withholding, each holder tendering Old Notes must provide
such holder's correct taxpayer identification number by completing the
Substitute Form W-9 set forth herein, certifying that the taxpayer
identification number provided is correct (or that such holder is awaiting a
taxpayer identification number), and that such holder is exempt from backup
withholding either because (1) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (2) the Internal Revenue Service
has notified the holder that such holder is no longer subject to backup
withholding.
If the holder tendering Old Notes does not have a taxpayer identification
number, such holder should consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for instructions on applying for a
taxpayer identification number, check the box "Awaiting TIN" in Part 4 of the
Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certification of Awaiting Taxpayer Identification Number set forth herein. If
the holder tendering Old Notes does not provide such holder's taxpayer
identification number to the Exchange Agent within sixty (60) days, backup
withholding will begin and continue until such holder furnishes such holder's
taxpayer identification number to the Exchange Agent. NOTE: Checking the box
"Awaiting TIN" on the form means that the holder tendering Old Notes has already
applied for a taxpayer identification number or that such holder intends to
apply for one in the near future.
<Page>
If the Old Notes are registered in more than one name or are not in the name
of the actual owner, consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for information on which tax payer
identification number to report.
Exempt holders tendering Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. To prevent possible erroneous backup
withholding, an exempt holder tendering Old Notes must enter its correct
taxpayer identification number in Part 1 of the Substitute Form W-9, write
"Exempt" in Part 2 of such form and sign and date the form. See the "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate of
Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Exchange Agent. PETCO reserves the
right in its sole discretion to take whatever steps are necessary to comply with
its obligation regarding backup withholding.
8. TRANSFER TAXES. PETCO will pay all transfer taxes, if any, required to
be paid by PETCO in connection with the exchange of the Old Notes for the
Exchange Notes. However, if Exchange Notes, or Old Notes for principal amounts
not tendered or accepted for exchange, are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the Old
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of the Old Notes in connection with the Exchange Offer, then the amount
of any transfer tax (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of the transfer taxes or exemption therefrom is not submitted with the
Letter of Transmittal, the amount of such transfer taxes will be billed directly
to the tendering holder.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If any certificate
representing Old Notes has been mutilated, lost, stolen or destroyed, the holder
should promptly contact the Exchange Agent at the address set forth on the cover
of this Letter of Transmittal. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing mutilated, lost, stolen or destroyed certificates have been followed.
10. IRREGULARITIES. All questions as to the validity, form, eligibility,
time of receipt, acceptance and withdrawal of any tenders of Old Notes pursuant
to the procedures described in the Prospectus and the form and validity of all
documents will be determined by PETCO, in its sole discretion, which
determination shall be final and binding on all parties. PETCO reserves the
absolute right to reject any or all tenders of any Old Notes determined by it
not to be in proper form or the acceptance of which may, in the opinion of
PETCO's counsel, be unlawful. PETCO also reserves the right to waive or amend
any of the conditions of the Exchange Offer or to waive any defect or
irregularity in the tender of any particular Old Notes, whether or not similar
defects or irregularities are waived in the case of other tenders. PETCO's
interpretations of the terms and conditions of the Exchange Offer (including,
without limitation, the instructions in this Letter of Transmittal) shall be
final and binding. No alternative, conditional or contingent tenders will be
accepted. Unless waived, any irregularities in connection with tenders must be
cured within such time as PETCO shall determine. Each tendering holder, by
execution of this Letter of Transmittal, or a copy thereof, waives any right to
receive any notice of the acceptance of such tender. Tenders of Old Notes shall
not be deemed to have been made until such irregularities have been cured or
waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering holders, unless such holders
have otherwise provided herein, promptly following the Expiration Date. None of
PETCO, any of its affiliates, the Exchange Agent or any other person will be
under any duty to give notification of any defects or irregularities in such
tenders or will incur any liability to holders for failure to give such
notification.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for assistance or additional copies
of the Prospectus, this Letter of Transmittal and the notice of guaranteed
delivery may be directed to the Exchange Agent at the address and telephone
number set forth on the cover of this Letter of Transmittal. Holders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Exchange Offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A COPY THEREOF (TOGETHER WITH
CERTIFICATES FOR OLD NOTES OR A BOOK ENTRY-CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT BEFORE THE EXPIRATION DATE.
<Page>
PAYER'S NAME: PETCO ANIMAL SUPPLIES, INC.
<Table>
- ---------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR
FORM W-9 TIN IN THE BOX AT RIGHT AND ------------------------
DEPARTMENT OF THE TREASURY CERTIFY BY SIGNING AND DATING Social Security Number
INTERNAL REVENUE SERVICE BELOW
OR
------------------------
Employer Identification Number
--------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
IDENTIFICATION NUMBER (TIN) (See Page 2 of enclosed Guidelines)
AND CERTIFICATION
--------------------------------------------------------------------------
PART 3--Certification Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my current taxpayer identification
number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
--------------------------------------------------------------------------
PART 4--Awaiting TIN / /
- -----------------------------------------------------------------------------------------------------------------------
Certification instructions--You must cross out item (2) in Part 3 above if you have been notified by the IRS that you
are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you are subject to backup withholding you receive another notification from the
IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE ------------------- DATE -------------------
NAME --------------------------------------
ADDRESS --------------------------------------
CITY ------------------- STATE ---- ZIP CODE --------------
- ---------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 4 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
PAYER'S NAME: PETCO ANIMAL SUPPLIES, INC.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, a portion of all reportable
payments made to me thereafter will be withheld until I provide such a
number.
<Table>
--------------------- -------------------
Signature Date
</Table>
----------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.