<PAGE>
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) November 11, 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 5. Other Events
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On November 11, 1996, Central Garden & Pet Company issued a press
release announcing that it sold in a private placement $100,000,000
aggregate principal amount of 6% Convertible Subordinated Notes due
2003 (not including up to an additional $15,000,000 to cover over-
allotments, if any).
Item 7. Financial Statement and Exhibits
--------------------------------
(a) Not applicable
(b) Not applicable
(c) See attached Exhibit Index.
2
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EXHIBIT INDEX
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<CAPTION>
Number Exhibit Page Number
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<S> <C> <C>
99.1 Press Release dated November 11, 1996. 5
</TABLE>
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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: November 12, 1996
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<PAGE>
EXHIBIT 99.1
[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 ANNOUNCES
SALE OF CONVERTIBLE SUBORDINATED NOTES DUE 2003
-----------------------------------------------
LAFAYETTE, CA, November 11, 1996 --- Central Garden & Pet Company
(NASDAQ: CENT) announced today that it sold in a private placement $100,000,000
aggregate principal amount of 6% Convertible Subordinated Notes due 2003 (the
"Notes")(plus up to an additional $15,000,000 to cover allotments, if any).
The Notes are not callable for three years and will be convertible
into Central Garden Common Stock at an initial conversion price of $28.00 per
share.
The net proceeds of the offering will be used to repay short-and long-
term indebtedness and for potential acquisitions and general corporate purposes,
including the pending acquisition of the United States and Canada flea and tick
business of Sandoz Agro, Inc.
The Notes and the Common Stock issuable upon conversion thereof have not
been registered under the United States Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The issuance of the Notes has been
structured to allow secondary market trading under Rule 144A under the
Securities Act of 1933.
Central Garden & Pet Company is the leading national distributor of
lawn, garden and pet supply products.
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