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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 13, 1996
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Central Garden & Pet Company
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(Exact name of registrant as specified in its charter)
Delaware 0-20242 68-0275553
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3697 Mt. Diablo Boulevard, Lafayette, California 94549
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 283-4573
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Inapplicable
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(Former name or former address if changed since last report)
Exhibit Index located on page 3
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Item 2. Acquisition or Disposition of Assets
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On October 13, 1996, Central Garden & Pet Company (the "Company")
issued a press release announcing that it has entered into a
definitive agreement (the "Agreement") to acquire assets comprising
the flea and tick protection business in the United States and Canada
of Sandoz, Ltd. Under the terms of the Agreement, the Company will
pay $41 million in cash to Sandoz. The Company anticipates that it
will use financing under its existing credit facility, to finance the
acquisition.
Item 7. Financial Statements and Exhibits
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(a) See attached Exhibit Index.
2
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EXHIBIT INDEX
Number Exhibit Page Number
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1.1 Press Release dated October 13, 1996. 5
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL GARDEN & PET COMPANY
By /s/ Robert B. Jones
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Robert B. Jones, Vice President
and Chief Financial Officer
Dated: October 15, 1996
4
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EXHIBIT 1.1
[LETTERHEAD OF CENTRAL GARDEN & PET]
Corporate Office
3696 Mt. Diablo Blvd., Suite 310
Lafayette, CA 94549
(510) 283-4573
(510) 283-4984
FOR IMMEDIATE RELEASE
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Contact: Gregory Reams
Central Garden & Pet
510/283-4573
Paul Verbinnen/Debbie Miller
Sard Verbinnen & Co
212/687-8080
CENTRAL GARDEN & PET COMPANY TO ACQUIRE
FLEA AND TICK BUSINESS, INCLUDING ZODIAC(R) AND
VET-KEM(R) BRANDS, FROM SANDOZ LTD.
ACQUISITION IS KEY STEP IN CENTRAL'S STRATEGY OF
GROWING BRANDED PET AND LAWN & GARDEN PRODUCTS
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LAFAYETTE, CALIFORNIA, OCTOBER 13, 1996 -- Central Garden & Pet Company
(NASDAQ: CENT) today announced that it has entered into a definitive asset
purchase agreement to acquire the United States and Canada flea and tick
business of Sandoz Agro, Inc. for $41 million. The acquisition is expected to
close before March 1997, depending upon the approval of the merger of Sandoz
Ltd. and Ciba-Geigy Limited into Novartis Inc.
The acquisition includes ownership in the United States and Canada of the
Zodiac(R) and Vet-Kem(R) trademarks as well as those for Ovitrol(R),
Siphotrol(R), Fleatrol(TM), vIGRen(R), Petcor(R), Precor(R), and Natural
Signature(R). These products -- which include
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on-animal sprays, shampoos and powders, collars, indoor foggers, aerosols,
concentrates and pump-sprays -- are based on the active ingredient Methoprene to
which Central will acquire production rights. Central is also acquiring a
manufacturing, formulation, packaging and research facility in Dallas, Texas and
all existing inventory, along with a staff of highly trained technical
professionals associated with the development and registration of Methoprene
products. The trademark vIGRen is the trademark used for the sale of technical
Methoprene to S.C. Johnson, Hartz Mountain and others for their use in branded
produces for the consumer mass market.
"We believe that this will be an outstanding strategic acquisition for
Central," said William Brown, Chairman and Chief Executive Officer of Central
Garden & Pet. "It is consistent with our goal of significant increasing our
presence in high-margin branded pet and lawn and garden products and we see
additional opportunities to grow the business by leveraging our national
distribution and logistics capabilities, and by expanding into new methoprene-
based products."
Central Garden & Pet Company is the leading national distributor of lawn,
garden and pet supply products.
Statements contained in this press release which are not historical facts
are forward looking statements as that item is defined in the Securities
Litigation Reform Act of 1995. Such forward looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. Such risks and uncertainties are detailed in the
company's filings with the Securities and Exchange Commission.
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