0001086477-09-000005.txt : 20090529
<sec-header>0001086477-09-000005.hdr.sgml : 20090529
<acceptance-datetime>20090529134019
ACCESSION NUMBER: 0001086477-09-000005
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090529
DATE AS OF CHANGE: 20090529
GROUP MEMBERS: GEOFFREY F. GROSSMAN, AS TRUSTEE OF EDWARD MEMORIAL TRUST
GROUP MEMBERS: JAMES A. STAR, AS PRESIDENT OF LONGVIEW ASSET MANAGEMENT LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PETSMART INC
CENTRAL INDEX KEY: 0000863157
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990]
IRS NUMBER: 943024325
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0129
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43349
FILM NUMBER: 09860512
BUSINESS ADDRESS:
STREET 1: 19601 N 27TH AVE
STREET 2: STE C-100
CITY: PHOENIX
STATE: AZ
ZIP: 85027
BUSINESS PHONE: 6235806100
MAIL ADDRESS:
STREET 1: 19601 N 27TH AVENUE
CITY: PHOENIX
STATE: AZ
ZIP: 85027
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: LONGVIEW ASSET MANAGEMENT, LLC
CENTRAL INDEX KEY: 0001086477
IRS NUMBER: 364245844
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 222 N LASALLE STREET
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: 3122366300
MAIL ADDRESS:
STREET 1: 222 N LASALLE STREET
CITY: CHICAGO
STATE: IL
ZIP: 60601
FORMER COMPANY:
FORMER CONFORMED NAME: LONGVIEW MANAGEMENT GROUP LLC
DATE OF NAME CHANGE: 19990513
</acceptance-datetime></sec-header>
<document>
<type>SC 13D
</type><sequence>1
</sequence><filename>petsmart.txt
<text>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Initial Filing)*
PetSmart, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
716768106
(CUSIP Number)
Kent Lawson
Longview Asset Management, LLC
222 N. LaSalle St., Suite 2000
Chicago, Illinois 60601
(312) 236-6300
Brian B. Gilbert, Esq.
Gould & Ratner LLP
222 N. LaSalle Street, Suite 800
Chicago, Illinois 60601
(312) 236-3003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See s240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 716768106 13D Page 1 of 10
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Longview Asset Management, LLC / 36-4245844
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b) X
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
8. Shared Voting Power: 6,639,358
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: : 6,639,358
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,639,358
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
13. Percent of Class Represented by Amount in Row (11): 5.2155%
14. Type of Reporting Person (See Instructions): IA (Limited Liability
Company)
CUSIP No. 716768106 13D Page 4 of 10
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
James A. Star, not individually but solely as President of Longview Asset
Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 0
8. Shared Voting Power: 6,639,358
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 6,639,358
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,639,358
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
13. Percent of Class Represented by Amount in Row (11): 5.2155%
14. Type of Reporting Person (See Instructions): IN
CUSIP No. 716768106 13D Page 5 of 10
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Geoffrey F. Grossman, not individually but solely as Trustee of the
Edward Memorial Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 0
8. Shared Voting Power: 6,639,358
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 6,639,358
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,639,358
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
13. Percent of Class Represented by Amount in Row (11): 5.2155%
14. Type of Reporting Person (See Instructions): IN
CUSIP No. 716768106 13D Page 6 of 10
The Reporting Persons (as defined below) listed on the cover pages to this
Schedule 13D hereby make the following Statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules
and regulations promulgated thereunder. This Statement is an initial
Schedule 13D.
The total amount of Common Stock (as defined herein) of PetSmart, Inc., a
Delaware corporation (the "Issuer"), issued and outstanding reported herein
reflects the total number of common shares, $0.0001 par value per share, issued
and outstanding as of March 16, 2009 (the "Common Stock"), as disclosed in the
Issuer's Form 10-K annual report for the fiscal year ending February 1, 2009
and filed with the Securities and Exchange Commission on March 26, 2009.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the Common
Stock, $0.0001 par value per share, of PetSmart, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
19601 N. 27th Avenue, Phoenix, Arizona 85027.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of (a) Longview Asset Management, LLC
("Longview"); (b) James A. Star, not individually but solely as President of
Longview ("Mr. Star") and (c) Geoffrey F. Grossman, not individually but
solely as Trustee of the Edward Memorial Trust, the Managing Member of
Longview ("Mr. Grossman" and, together with Longview and Mr. Star, the
"Reporting Persons").
Longview's principal business is managing investment portfolios for its
clients ("Longview Clients"). The principal place of business and principal
offices of Longview are located at 222 N. LaSalle Street, Suite 2000, Chicago,
Illinois 60601. Longview Clients include certain of the Reporting Persons,
their family members, entities in which the foregoing individuals hold
interests, and trusts for their benefit ("Reporting Person Family Members and
Entities"). Certain Longview Clients, including without limitation Reporting
Person Family Members and Entities, hold shares of Common Stock. Longview
has sole voting and dispositive power over the Common Stock held in Longview
Clients' securities accounts and, accordingly, is deemed to be the beneficial
owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), of the Common Stock held in such accounts. Except
for such deemed beneficial ownership, Longview does not own any Common
Stock or other securities of the Issuer. No single Longview Client owns more
than 5% of the outstanding shares of Common Stock of the Issuer.
CUSIP No. 716768106 13D Page 7 of 10
Mr. Star is the President of Longview. His principal place of business and
principal office is located at 222 N. LaSalle Street, Suite 2000, Chicago,
Illinois 60601.
Mr. Grossman is a Partner of Seyfarth Shaw LLP, a Chicago, Illinois law firm.
His place of business and principal office is located at 131 South Dearborn
Street, Suite 2400, Chicago, Illinois 60603.
During the last five years, none of the Reporting Persons or any officer or
director of Longview has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors). During the last five years,
none of the Reporting Persons or any officer or director of Longview has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order (i) enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or (ii) finding a violation with respect to
such laws.
Longview is a limited liability company formed under the laws of the State of
Delaware. Mr. Star and Mr. Grossman are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The securities of the Issuer were acquired by or on behalf of Longview Clients
in open market transactions. Longview Clients effected such acquisitions using
cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
Longview Clients beneficially own all of the shares of Common Stock of the
Issuer reported by Longview hereunder. The securities reported hereunder were
acquired and are held by Longview Clients for investment purposes. Longview
Clients have no present plans to acquire additional securities of the Issuer,
or dispose of securities of the Issuer. Depending on market conditions and
other factors that the Reporting Persons may deem material, the Reporting
Persons may purchase additional shares of Common Stock on behalf of Longview
Clients in the open market or in private transactions. Depending on these same
factors, the Reporting Persons may sell all or a portion of the shares of
Common Stock beneficially owned by such persons in the open market or in
private transactions.
Representatives of Longview may participate from time to time in discussions
with the Issuer's management about matters relating to the business, operations
and assets of the Issuer and matters related thereto, including matters that
may be specified in Items 4(a)-(j) of Schedule 13D. Also, consistent with the
investment purpose, the Reporting Persons may
CUSIP No. 716768106 13D Page 8 of 10
engage in communications with one or more shareholders of the Issuer and one or
more members of the board of directors of the Issuer, regarding the Issuer
and its business, operations, assets, management, governance, ownership or
capital structure.
Except the extent that the foregoing may be deemed a plan or proposal, none of
the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the Instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) (i) By virtue of its management of Longview Clients' securities
accounts, including accounts held for the benefit of certain of the Reporting
Persons and Reporting Person Family Members and Entities, as of May 21, 2009
Longview may be deemed to beneficially own: 6,639,358 shares of Common
Stock, representing approximately 5.2155% of the outstanding shares of Common
Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based
upon 127,301,557 shares of Common Stock issued and outstanding as of March
16, 2009 as reported by the Issuer in its Annual Report on Form 10-K for the
fiscal year ended February 1, 2009, filed on March 26, 2009). Longview shares
the power to vote and dispose of the 6,639,358 shares of Common Stock which it
may be deemed to beneficially own.
(ii) Mr. Star may be deemed to beneficially own an aggregate of: 6,639,358
shares of Common Stock as of May 21, 2009, representing in the aggregate
approximately 5.2155% of the outstanding shares of Common Stock as of such
date, calculated in accordance with Rule 13d-3 under the Exchange Act, by
virtue of his status as President of Longview. Mr. Star shares the power to
vote and dispose of the: 6,639,358 shares of Common Stock which he may be
deemed to beneficially own. Mr. Star and members of his immediate family owns
shares of Common Stock, and are partners in certain partnerships that own
shares of Common Stock, that are managed by Longview, all of which shares are
reported hereunder as being beneficially owned by Longview and Mr. Star.
Mr. Star disclaims beneficial ownership of the shares of Common Stock reported
hereunder in excess of his pecuniary interest in such shares.
(iii) Geoffrey F. Grossman, not individually but solely as Trustee of the
Edward Memorial Trust, may be deemed to beneficially own: 6,639,358 shares of
Common Stock as of May 21, 2009, representing approximately 5.2155% of the
outstanding shares of Common Stock as of such date, calculated in accordance
with Rule 13d-3 under the Exchange Act, by virtue of his status as Trustee of
the Edward Memorial Trust, the sole member of Longview. Mr. Grossman, not
individually but solely as Trustee of the Edward Memorial Trust, shares the
power to vote and dispose of the: 6,639,358 shares of Common Stock which he
may be deemed to beneficially own. Mr. Grossman has no pecuniary interest in
any of the shares he may be deemed to
CUSIP No. 716768106 13D Page 9 of 10
beneficially own. Mr. Grossman disclaims beneficial ownership of all of the
shares reported hereunder.
(c) The following transactions in shares of Common Stock which are deemed to
be beneficially owned by the Reporting Persons occurred during the past sixty
days in the public market:
(i) May 21, 2009 Purchased 601,100 shares at $20.3248 per
share
(d) Each Longview Client has the right to receive dividends, if any, paid in
respect of, and the proceeds from the sale of, the securities reported
hereunder. Mr. Star does not have the power to receive dividends paid in
respect of, and the proceeds from the sale of, the securities reported
hereunder, except to the extent of his pecuniary interest in such securities.
Neither Longview nor Mr. Grossman has the right to receive dividends paid in
respect of, or the proceeds from the sale of, the securities reported hereunder.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As part of its client relationships, Longview has the power to direct the
voting and the disposition of shares of Common Stock owned by Longview
Clients in the accounts that Longview manages, pursuant to investment advisory
agreements. None of such agreements, however, require that such accounts be
invested in securities of the Issuer or include in their provisions any terms
specifically relating to or varying with the investment of the accounts in
securities of the Issuer.
Other than (i) the Reporting Persons' investment advisory agreements entered
into with Longview, as described above, (ii) Mr. Star's participation in the
management of Longview, and (iii) Mr. Grossman's ownership interest in
Longview, not individually but solely as the Trustee of the Edward Memorial
Trust, none of the Reporting Persons is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing below, which is incorporated herein by reference.
CUSIP No. 716768106 13D Page 10 of 10
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Longview Asset Management, LLC
By: __/s/ James A. Star______________________
James A. Star, President
__/s/ James A. Star______________________
James A. Star, not individually but solely as President
__/s/ Geoffrey F. Grossman_______________
Geoffrey F. Grossman, not individually but
solely as trustee of the Edward Memorial Trust
EXHIBIT INDEX
1. Joint Filing Agreement dated as of May 21, 2009 by and among the
Reporting Persons.
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the undersigned does hereby consent and agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D and all
amendments thereto with respect to PetSmart, Inc. Common Stock, par value
$0.0001 per share, beneficially owned by each of them, and to the inclusion of
this Joint Filing Agreement as an exhibit thereto.
May 21, 2009
Longview Asset Management, LLC
By: __/s/ James A. Star______________________
James A. Star, President
__/s/ James A. Star______________________
James A. Star, not individually but solely as President
__/s/ Geoffrey F. Grossman_______________
Geoffrey F. Grossman, not individually but
solely as trustee of the Edward Memorial Trust
</text>
</filename></document>
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