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[Central Garden & Pet Company letterhead]
August 4, 2000
BY EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
Attention: Keir B. Gumbs
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Central Garden Distribution Inc.
Withdrawal of Registration Statement
on Form 10, SEC File No. 000-30765
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Dear Mr. Gumbs:
On behalf of Central Garden Distribution Inc. (the "Company") and its
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parent, Central Garden & Pet Company, this letter is filed with respect to the
Registration Statement on Form 10, SEC File No. 000-30765, which was filed on
June 7, 2000 (the "Registration Statement").
In light of recent developments in the Company's business, Central
Garden & Pet Company has determined not to proceed with the spin-off
contemplated by the Registration Statement at this time. No securities have
been distributed pursuant to the Registration Statement. Accordingly, the
Company hereby withdraws the Registration Statement.
Sincerely,
Central Garden Distribution Inc.
Central Garden & Pet Company
By: /s/ William E. Brown
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William E. Brown
Chief Executive Officer
