<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )<F*>
-----------
Central Garden & Pet Company
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
0001535271
------------------------------------
(CUSIP Number)
Karl Barnickol, 800 N. Lindbergh Boulevard, St. Louis, MO 63167, (314) 694-3586
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 3, 1995
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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).
Page 1 of 78 pages
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SCHEDULE 13D
CUSIP NO. 0001535271
---------------
=============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company: 43-0420020
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
n/a
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
n/a
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 600,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH n/a
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
600,000
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
n/a
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES
n/a
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.43%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================
Page 2 of 78 Pages
<PAGE> 3
Item 1. Security and Issuer.
- ---------------------------
This statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), of Central Garden & Pet Company, a
Delaware corporation (the "Issuer"), whose executive offices are
located at 3697 Mt. Diablo Boulevard, Suite 310, Lafayette,
California 94549. On August 3, 1995, Monsanto Company (the "Company"),
a Delaware corporation, acquired 100 shares of Series A Convertible
Preferred Stock (the "Preferred Stock") of the Issuer, which is
convertible into 100,000 shares of Common Stock (subject to
adjustment for stock splits, stock dividends, recapitalizations
and similar events), and a warrant to purchase 500,000 shares of
Common Stock (subject to adjustment for stock splits, stock
dividends, recapitalizations and similar events) at $9.00 per
share (the "Warrant"), pursuant to a Stock and Warrant Purchase
Agreement by and between the Company and the Issuer dated as of
July 21, 1995 (the "Purchase Agreement").
Item 2. Identity and Background.
- -------------------------------
This statement is filed by the Company, whose principal
business is the worldwide manufacture and sale of a widely
diversified line of agricultural products; chemical products,
including plastics and manufactured fibers; pharmaceuticals; and
food products, including low-calorie sweeteners. The Company's
principal business and principal office are located at 800
North Lindbergh Boulevard, St. Louis, Missouri 63167.
During the last five years, neither the Company nor any of
its executive officers, directors or controlling persons, has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years, neither the Company nor any of
its executive officers, directors or controlling persons, has
been, and is not now (a) subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- ---------------------------------------------------------
The amount and source of funds used to purchase the Preferred
Stock and the Warrant are Nine Hundred Thousand Dollars ($900,000),
from the Company's current working capital.
Item 4. Purpose of Transaction.
- ------------------------------
On July 21, 1995, The Solaris Group, a strategic business unit of
the Company, entered into an agreement for a retail distribution alliance
with the Issuer pursuant to which the Issuer will become the master
agent/distributor of The Solaris Group's lawn and garden chemical
products nationwide. In conjunction with such agreement, the Company
entered into the Purchase Agreement and agreed to invest $900,000 in the
Issuer for the purpose of acquiring the Preferred Stock and the Warrant
solely for investment purposes. The number of shares of Common Stock into
which the Preferred Stock is convertible and for which the Warrant may be
exercised is subject to adjustment in the event of stock splits, stock
dividends, recapitalizations
Page 3 of 78 Pages
<PAGE> 4
and other similar events, as described in the Purchase Agreement. Pursuant
to an Amendment to Registration Agreement by and among the Company, the
Issuer and certain shareholders of the Issuer dated as of August 3, 1995
(the "Amendment"), the Issuer has agreed to register the shares of
Common Stock acquired by the Company pursuant to the Securities Act of 1933,
as amended, upon demand by the Company and on the terms and conditions
described in the Amendment, to facilitate the Company's ultimate disposition
of such Common Stock. No such demand has been made by the Company.
Item 5. Interest in Securities of the Issuer.
- --------------------------------------------
(a) The Company may convert the Preferred Stock into Common Stock at any
time, and may exercise the Warrant for Common Stock at any time during
the term of the Warrant. As determined in accordance with Rule 13d-3(d),
after giving effect to the conversion of the Preferred Stock into Common
Stock and the complete exercise of the Warrant for Common Stock, the
Company is the beneficial owner of 600,000 shares of the Common Stock,
representing approximately 17.43% of the issued and outstanding shares
of the Common Stock.
(b) As determined in accordance with Rule 13d-3(d), the Company has sole
voting power and sole dispositive power with respect to 600,000 shares of
the Common Stock.
(c) Except as set forth in Item 4, no transactions have been effected
by the Company during the past sixty (60) days with respect to shares of
Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
- ----------------------------------------------------------------------
Respect to Securities of the Issuer.
- -----------------------------------
On July 21, 1995, The Solaris Group, a strategic business unit of
the Company, entered into an agreement for a retail distribution alliance
with the Issuer pursuant to which the Issuer will become the master
agent/distributor of The Solaris Group's lawn and garden chemical products
nationwide. In conjunction with such agreement, the Company entered into
the Purchase Agreement and agreed to invest $900,000 in the Issuer
pursuant to the Purchase Agreement for the purpose of acquiring the
Preferred Stock and the Warrant solely for investment purposes.
The number of shares of Common Stock into which the Preferred Stock
is convertible and for which the Warrant may be exercised is subject to
adjustment in the event of stock splits, stock dividends, recapitalizations
and other similar events, as described in the Warrant.
The Company may convert the Preferred Stock into Common Stock at any
time, and may exercise the Warrant for Common Stock at $9.00 per share
at any time during the term of the Warrant. The Warrant expires on the
earlier of (i) the 10th anniversary of the Warrant issue date (August
3, 2005) or (ii) the occurrence of certain events as set forth in the
Purchase Agreement. During the term of the Warrant, the Company may
put the Warrant to the Issuer
Page 4 of 78 Pages
<PAGE> 5
at a price equal to the number of shares of Common Stock issuable upon its
exercise at the time of such put multiplied by the positive difference
between the market price of the Common Stock at the time of such put
and the exercise price (the "Put Amount"); provided, that the Issuer, at
its option, may pay the Put Amount in cash or in such number of shares of
Common Stock equal to the Put Amount divided by the market price of the
Common Stock at the time of such put.
Pursuant to an Amendment to Registration Agreement by and among the
Company, the Issuer and certain shareholders of the Issuer dated as of
August 3, 1995 (the "Amendment"), the Issuer has agreed to register the
shares of Common Stock acquired by the Company pursuant to the Securities
Act of 1933, as amended, upon demand by the Company and on the terms and
conditions described in the Amendment, to facilitate the Company's ultimate
disposition of such Common Stock. No such demand has been made by the
Company.
Item 7. Material to be FIled as Exhibits
- ----------------------------------------
1. Stock and Warrant Purchase Agreement by and between Monsanto
Company and Central Garden Pet Company dated as of July 21, 1995.
2. Amendment to Registration Agreement by and among Monsanto
Company, Central Garden & Pet Company, and the Purchasers dated as of
August 3, 1995.
3. Letter from The Solaris Group to Central Garden & Pet Company
dated August 3, 1995 regarding the Amendment to Registration Agreement.
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: August 10, 1995 MONSANTO COMPANY, a Delaware corporation
By: /s/ J.R. Bley, Jr.
-------------------------
Name: J.R. Bley, Jr.
-----------------------
Title: Assistant Secretary
----------------------
Page 5 of 78 Pages
<PAGE> 6
EXHIBIT INDEX
Exhibit Page Number
------- -----------
1. Stock and Warrant Purchase Agreement by and between
Monsanto Company and Central Garden & Pet Company
dated as of July 21, 1995.
2. Amendment to Registration Agreement by and among
Monsanto Company, Central Garden & Pet Company, and
the Purchasers dated as of August 3, 1995.
3. Letter from The Solaris Group to Central Garden &
Pet Company dated August 3, 1995 regarding the
Amendment to Registration Agreement.
Page 6 of 78 Pages
<PAGE> 7
PURSUANT TO SECTION 232.101(a)(2)(ii) OF REGULATION S-T, EXHIBITS
A AND B OF THIS AMENDMENT NO. 3 TO SCHEDULE 13D PREVIOUSLY FILED
IN PAPER FORMAT ON MAY 6, 1993 ARE NOT REQUIRED TO BE FILED AS
PART OF THIS FIRST REQUIRED SCHEDULE 13D ELECTRONIC FILING.
<PAGE> 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)<F*>
Central Garden & Pet Company
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 per value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
0001535271
------------------------------------
(CUSIP Number)
Karl Barnickol, 800 N. Lindbergh Boulevard, St. Louis, MO 63167, (314) 694-3586
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Not Applicable
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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).
Page 1 of 3 pages
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 0001535271
---------------
=============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company: 43-0420020
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
n/a
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
n/a
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 600,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH n/a
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
600,000
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
n/a
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES
n/a
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.59%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================
Page 2 of 3 Pages
<PAGE> 10
Item 1. Security and Issuer.
- ---------------------------
This Statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), of Central Garden & Pet Company, a
Delaware corporation (the "Issuer"), whose executive offices are
located at 3697 Mt. Diablo Boulevard, Suite 310, Lafayette,
California 94549. On August 3, 1995, Monsanto Company (the "Company"),
a Delaware corporation, acquired 100 shares of Series A Convertible
Preferred Stock (the "Preferred Stock") of the Issuer, which is
convertible into 100,000 shares of Common Stock (subject to
adjustment for stock splits, stock dividends, recapitalizations
and similar events), and a warrant to purchase 500,000 shares of
Common Stock (subject to adjustment for stock splits, stock
dividends, recapitalizations and similar events) at $9.00 per
share (the "Warrant"), pursuant to a Stock and Warrant Purchase
Agreement by and between the Company and the Issuer dated as of
July 21, 1995 (the "Purchase Agreement").
Item 2. Identity and Background.
- -------------------------------
This statement is filed by the Company, whose principal
business is the worldwide manufacture and sale of a diversified
line of agricultural products; pharmaceuticals; food ingredients;
and chemical products. The Company's principal business and
principal offices are located at 800 North Lindbergh Boulevard,
St. Louis, Missouri 63167.
Item 5. Interest in Securities of the Issuer.
- --------------------------------------------
This amendment is being filed because the Issuer has made several
public stock offerings of its Common Stock since the Company filed its
original Schedule 13D in 1995. As a result, while the Company has not
acquired or disposed of any Common Stock of the Issuer, the increase in
the Issuer's outstanding Common Stock has resulted in the decrease to
4.59% of the Company's percentage of ownership of the Issuer's
Common Stock. This percentage of ownership is now below the reporting
requirement threshold. This form is being filed to reflect that
decrease and to terminate the Company's reporting obligations.
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: March 21, 1997 MONSANTO COMPANY, a Delaware corporation
By: /s/ Karen L. Knopf
-------------------------
Name: Karen L. Knopf
-----------------------
Title: Assistant Secretary
----------------------
Page 3 of 3 Pages
