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EXHIBIT 99.4
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
10.75% SENIOR SUBORDINATED NOTES DUE 2011
OF
PETCO ANIMAL SUPPLIES, INC.
PURSUANT TO THE PROSPECTUS DATED MAY , 2002
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").
May , 2002
To Our Clients:
Enclosed for your consideration is a prospectus dated May , 2002 (the
"Prospectus") and a letter of transmittal (the "Letter of Transmittal") that
together constitute the offer (the "Exchange Offer") by PETCO Animal
Supplies, Inc., a Delaware corporation ("PETCO"), to exchange up to $170,000,000
in principal amount of its 10.75% Senior Subordinated Notes due 2011 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for any and all outstanding 10.75% Senior
Subordinated Notes due 2011 issued and sold in a transaction exempt from
registration under the Securities Act (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Prospectus. The Prospectus and Letter
of Transmittal more fully describe the Exchange Offer.
These materials are being forwarded to you as the beneficial owner of Old
Notes carried by us for your account or benefit but not registered in your name.
A tender of any Old Notes may be made only by us as the registered holder and
pursuant to your instructions. Therefore, PETCO urges beneficial owners of Old
Notes registered in the name of a broker, dealer, commercial bank, trust company
or other nominee to contact such registered holder promptly if they wish to
tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all of your Old Notes held by us for your account pursuant to the terms and
subject to the conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Offer 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"). Tendered Old Notes may be withdrawn, subject to the
procedures described in the Prospectus, at any time before the Expiration Date.
2. The Old Notes will be exchanged for the Exchange Notes at the rate of
$1,000 principal amount of Exchange Notes for each $1,000 principal amount of
Old Notes validly tendered and not withdrawn before the Expiration Date. The
Exchange Notes will bear interest from the most recent interest payment date to
which interest has been paid on the Old Notes. The Exchange Notes are
substantially identical to the Old Notes, except that the Exchange Notes have
been registered under the federal securities laws and will not bear any legend
restricting their transfer.
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3. Notwithstanding any other term of the Exchange Offer, PETCO may
terminate or amend the Exchange Offer as provided in the Prospectus and will not
be required to accept for exchange, or exchange any Exchange Notes for, any Old
Notes not accepted for exchange prior to such termination.
4. Any transfer taxes applicable to the exchange of the Old Notes pursuant
to the Exchange Offer will be paid by PETCO, except as otherwise provided in the
Prospectus and in Instruction 8 of the Letter of Transmittal.
5. Based on an interpretation of the Securities Act by the staff of the
Securities and Exchange Commission, PETCO believes that Exchange Notes issued
pursuant to the Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by holders thereof without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that the holder:
(a) is acquiring Exchange Notes in its ordinary course of business;
(b) is not engaging in, does not intend to engage in, and has no
arrangement or understanding with any person to participate in, the
distribution of the Exchange Notes;
(c) is not an "affiliate" of PETCO, as such term is defined in Rule 405
under the Securities Act; and
(d) the holder is not acting on behalf of any person who could not
truthfully make these statements.
To participate in the Exchange Offer, holders must represent to PETCO that
each of these statements is true. If the holder 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
must acknowledge that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes.
If you wish to have us tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form entitled "Instruction to Registered Holders
and DTC Participants From Beneficial Owner" that appears below. An envelope to
return your instructions is enclosed. If you authorize a tender of your Old
Notes, the entire principal amount of Old Notes held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.
THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL
PURPOSES ONLY AND MAY NOT BE USED BY YOU TO TENDER OLD NOTES HELD BY US AND
REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT. A TENDER OF ANY OLD NOTES
MAY BE MADE ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR
INSTRUCTIONS.
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INSTRUCTION TO REGISTERED HOLDERS AND DTC PARTICIPANTS
FROM BENEFICIAL OWNER
OF
10.75% SENIOR SUBORDINATED NOTES DUE 2011
OF
PETCO ANIMAL SUPPLIES, INC.
The undersigned hereby acknowledges receipt of 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 the accompanying letter of transmittal (the "Letter of Transmittal") that
together constitute PETCO's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 10.75% Senior Subordinated Notes due 2011 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of its outstanding
10.75% Senior Subordinated Notes due 2011 (the "Old Notes"), of which
$170,000,000 aggregate principal amount is currently outstanding.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.
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The principal amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):
$ principal amount of Old Notes.
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
/ / To TENDER ALL of the Old Notes held by you for the account
of the undersigned
/ / To TENDER the following principal amount of Old Notes
(including the guarantees thereof) held by you for the
account of the undersigned (insert amount of Old Notes to be
tendered, if any):
$ principal amount of Old Notes.
/ / NOT to TENDER any Old Notes held by you for the account of
the undersigned.
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If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized:
- to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to
the undersigned as a beneficial owner, including, but not limited to, the
representations that:
- the Exchange Notes or book-entry interests therein to be acquired by
the undersigned (the "Beneficial Owner(s)") in connection with the
Exchange Offer are being acquired by the undersigned in the ordinary
course of business of the undersigned;
- the undersigned is not engaging in, does not intend to engage in and
has no arrangement or understanding with any person to participate in
the distribution of the Exchange Notes within the meaning of the
federal securities laws;
- if the undersigned 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;
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- if the undersigned 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;
- the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended, or is participating 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;
- the undersigned understands that a secondary resale transaction
described in the previous bullet 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;
- the undersigned is not an "affiliate," as such term is defined in
Rule 405 promulgated under the Securities Act, of PETCO, and upon a
request by PETCO, a holder or Beneficial Owner will deliver to PETCO a
legal opinion confirming its representation that it is not such an
affiliate; and
- the undersigned is not acting on behalf of any person who could not
truthfully make the foregoing representations;
- to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and
- to take such other action as necessary under the Prospectus or the Letter
of Transmittal to effect the valid tender of such Old Notes.
If the undersigned is a broker-dealer (whether or not it is also an
"affiliate") that will receive Exchange Notes for its own account pursuant to
the Exchange Offer, the undersigned represents that the Old Notes to be
exchanged for the Exchange Notes were acquired by it as a result of market-
making activities or other trading activities, and 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.
The undersigned acknowledges that if an executed copy of this instruction
form is returned, the entire principal amount of Old Notes held for the
undersigned's account will be tendered unless otherwise specified above.
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 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.
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The purchaser status of the undersigned is (check the box that applies):
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/ / A "Qualified Institutional Buyer" (as defined in Rule 144A
under the Securities Act)
/ / An "Institutional Accredited Investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
/ / A non "U.S. person" (as defined in Regulation S of the
Securities Act) that purchased the Old Notes outside the
United States in accordance with Rule 904 of the Securities
Act
/ / Other (describe)
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SIGN HERE
Name of Beneficial Owner(s): _______________________________________________
Signature(s): ______________________________________________________________
Name(s) (please print): ____________________________________________________
Address: ___________________________________________________________________
_____________________________________
Telephone Number: __________________________________________________________
Taxpayer Identification Number or Social Security Number: __________________
Date: ______________________________________________________________________
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