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NAME AND TITLE: Scott A. Crozier, senior vice president, general counsel and secretary AGE: 51 DOGS, CATS AND ACCOUNTING: PetsMart Inc., the pet food and supply retailing chain, caters to the needs of America’s dogs, cats, hamsters, rabbits and other household pets. As a publicly held company, though, the Phoenix-based firm must also satisfy the less cuddly creatures at the U.S. Securities and Exchange Commission. On Sept. 18, PetsMart’s top management personally certified their company’s public financial reports, as required by SEC Order 4-460 and the Sarbanes-Oxley Act. For months beforehand, GC Scott Crozier worked doggedly to ensure that the CEO and CFO had a good-faith basis for signing these documents. Crozier helped set up a “disclosure committee” of senior executives involved in any material aspect of the public financial statements. He advised committee members to question employees responsible for the underlying data closely, and to re-read the relevant background reports. The disclosure committee kept detailed records of its meetings and due diligence inquiries. In addition, nine senior executives, including Crozier and company President Robert Moran, signed internal certifications vouching for their own work in preparing the financial statements. PetsMart had no major headaches in complying with the new accounting requirements, said Crozier. However, the company is involved in an ongoing catfight over its past financial reporting practices. In January 2001, former stockholders of Pet City Holdings, a U.K. corporation acquired by PetsMart in October 1996, sued PetsMart in Los Angeles federal court, alleging that it was lured into the stock swap by PetsMart’s misrepresentations of its business, financial status and future prospects. Pet City shareholders were barred from selling their new shares for six months after the acquisition, during which PetsMart’s stock price plunged. This March, U.S. District Judge David O. Carter of the Central District of California allowed plaintiffs to proceed with several counts, including the one alleging federal and state securities fraud. The judge found that the plaintiffs had sufficiently alleged accounting malfeasance, including overstating stores’ sales growth. Crozier said the company is “always willing to entertain opportunities to resolve litigation like this, [but] we do feel we have very solid defenses to every one of the allegations that have been laid on the table and we intend to continue to pursue that defense very vigorously.” ANIMAL HOUSE: Founded in 1986, PetsMart Inc. has become the leading U.S. purveyor of pet supplies and services, with annual revenue of $2.5 billion from 570 retail stores and catalog and online sales. PetsMart’s 22,000 employees sell pet food, fish and aquarium supplies, various reptiles and rodents, kitty litter and other pet products. Many stores also offer pet-training classes, grooming services and veterinary care. PetsMart does not sell dogs and cats, but partners with local animal shelters to offer adoptions of these animals. LEGAL BEAGLES: Crozier was hired in 1999 as PetsMart’s first general counsel, a role previously performed by outside counsel at Palo Alto, Calif.’s Cooley Godward. Crozier staffed the new law office with lawyers already working at other PetsMart divisions, including Karen Mourad of the human resources department and real estate lawyers Mary Horton and Sally Piotrowski. He has since hired Kevin Groman and Glenn Honig to assist him on corporate and product matters. PetsMart’s six in-house lawyers interact with employees throughout the company, said Crozier, ensuring that they stay current on business concerns and learn of legal issues at an early stage. COURTHOUSE CATFIGHTS: PetsMart encourages customers to bring along their four-footed companions while shopping and to patronize the pet grooming, training and veterinary services offered in many stores. By opening its doors to pets, though, the company also opens itself to lawsuits by humans. In June 2001, a Virginia woman filed a $100,000 lawsuit against PetsMart, alleging that she was injured after slipping on dog drool at the company’s store in Roanoke, Va. Crozier declines to comment on the trial-bound lawsuit, but makes no apologies for welcoming pets on the premises. “Wherever you have pets, you have the opportunity for everything that goes along with pets, including everything they might leave in their trail,” he said, demurring on details. Written notices advise customers that pets are welcome, and each store has an “Ooops Station” with cleanup materials to encourage owners to clean up after careless creatures, he said. According to Crozier, PetsMart has less litigation than most retail chains, which he attributes to regular employee education on legal requirements and liability issues — including risk-management lessons in the “Pets Unleashed” training program for new store employees. Like fleas and cat scratches, though, suits are sometimes unavoidable in the pet business. In September, for example, a Colorado jury returned a $2.9 million verdict against H.J. Heinz, PetsMart and Petco Animal Supplies Inc., finding that Heinz’s “Nature’s Recipe Purebred” dog food violated the trademark of Denver pet food company Purebred Inc. The jury apportioned $430,000 of the verdict to PetsMart, which was sued for selling the infringing product. Crozier said that PetsMart’s vendor contract provisions “worked well in this case,” as Heinz indemnified PetsMart and took the lead in defending the suit. OUTSIDE COUNSEL: Crozier relies on three Phoenix firms: Gallagher & Kennedy for general corporate matters, Cohen Kennedy Dowd & Quigley for business litigation and Squire Sanders & Dempsey as IP counsel. Cooley Godward, which handled PetsMart’s 1993 initial public offering, represents the company in securities matters. BECOMING TOP DOG: Crozier grew up in Colorado and Wyoming, with a schoolteacher mother and metallurgist father. He attended Arizona State University as an undergraduate and law student, earning a B.A. in history in 1975 and a J.D. in 1978. After law school, he worked for two years as an enforcement attorney with the Arizona Corporations Commission and special assistant attorney general, prosecuting fraud cases involving the promotion and sale of diamonds and other gems as investments. In 1980, Crozier signed on as in-house counsel at Talley Industries Inc., where he worked on intellectual property, environmental and general corporate matters for the Arizona-based technology and consumer products company. Crozier followed in his father’s footsteps into the mining industry in 1987, joining the law department of Phelps Dodge Corp., a mining and manufacturing company. He left Phelps Dodge in 1998 to form Westpac Consulting, a real estate services and environmental consulting firm. He joined PetsMart as senior vice president and general counsel in June 1999 and was named corporate secretary a year later. FAMILY (HUMAN AND OTHER): Scott and Mary Crozier live in Phoenix with Benjamin, 7, Juliana, 5, and Elisabeth, almost 2. The extended family includes two Guinea hens, seven chickens, two aquariums of fish, a 1-year-old, snow-white Anatolian shepherd named Lightning and an occasional black widow spider. LAST BOOK READ: “Harry Potter and the Sorcerer’s Stone,” by J.K. Rowling (a bedtime story for Benjamin).

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