<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 33-96816
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Central Garden & Pet Company Investment Growth Plan
700 Milwaukee Avenue North
Algona, Washington 98001
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, California 94549
REQUIRED INFORMATION
1. Financial statements filed as a part of this annual report: Report
of Deloitte & Touche LLP, independent auditors, Audited Statements of Net
Assets Available for Benefits, With Supplemental Information by Fund
(Modified Cash Basis) as of December 31, 1995 and 1994, Audited Statements
of Changes in Net Assets Available for Benefits, With Supplemental
Information By Fund (Modified Cash Basis) for the Years Ended December 31,
1995 and 1994, and Notes to Financial Statements for the Years Ended
December 31, 1995 and 1994.
2. Exhibit filed as a part of this annual report: Exhibit 23-
Consent of Deloitte & Touche LLP, independent auditors.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
Date: June 25, 1996 By: /s/ Thomas Siedler
------------------------
Thomas Siedler, Controller and
Chairman of the Administrative
Committee for the Plan
2
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
Trustees and Participants
Central Garden & Pet Company
Investment Growth Plan
We have audited the accompanying statements of net assets available for benefits
(modified cash basis) of the Central Garden & Pet Company Investment Growth Plan
(the Plan) as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for benefits (modified cash basis) for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2, these financial statements and supplemental schedules
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended on the basis of accounting described in Note 2.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules (modified cash
basis) listed in the table of contents are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental information by fund is
presented for purposes of additional analysis rather than to present information
regarding the net assets available for benefits and changes in net assets
available for benefits of the individual funds and is not a required part of the
basic financial statements. These supplemental schedules and supplemental
information by fund are the responsibility of the Plan's management. Such
schedules and supplemental
<PAGE>
information by fund have been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
May 3, 1996
2
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH
SUPPLEMENTAL INFORMATION BY FUND (modified cash basis)
DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Supplemental information
--------------------------------------------------------------------------------------------
Dreyfus
Short-
Capital Fidelity Dreyfus Intermediate
Preservation Magellan Growth & Dreyfus S&P 500 Government
Fund Fund Income Fund Index Fund Fund
---------------- ----------------- ------------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Money market fund $ - $1,922,847 $2,631,178 $877,417 $997,798
Common stock
Participant loans
---------- ---------- ---------- -------- --------
Total investments at fair value - 1,922,847 2,631,178 877,417 997,798
Investments at contract value:
Guaranteed investment contract 3,948,209
---------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $3,948,209 $1,922,847 $2,631,178 $877,417 $997,798
========== ========== ========== ======== ========
</TABLE>
<TABLE>
<CAPTION> Supplemental information
-----------------------------------------------------
Central
Garden & Pet
Company
Common Participant
Stock Fund loans Other Total
------------------ -------------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Money market fund $ - $ - $4,659 $ 6,433,899
Common stock 1,814,329 1,814,329
Participant loans 270,856 270,856
---------- -------- ------ -----------
Total investments at fair value 1,814,329 270,856 4,659 8,519,084
Investments at contract value:
Guaranteed investment contracts 3,948,209
---------- -------- ------ -----------
NET ASSETS AVAILABLE FOR BENEFITS $1,814,329 $270,856 $4,659 $12,467,293
========== ======== ====== ===========
</TABLE>
See notes to financial statements -----
3
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH
SUPPLEMENTAL INFORMATION BY FUND (modified cash basis)
DECEMBER 31, 1994
================================================================================
<TABLE>
<CAPTION>
Supplemental information
--------------------------------------------------------------------------------------------
Dreyfus
Short-
Capital Fidelity Dreyfus Intermediate
Preservation Magellan Growth & Dreyfus S&P 500 Government
Fund Fund Income Fund Index Fund Fund
---------------- -------------- ------------------ --------------- -----------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $ - $543,698 $1,813,434 $286,619 $1,008,505
Common stock
Participant loans
---------- -------- ---------- -------- ----------
Total - 543,698 1,813,434 286,619 1,008,505
Investments at contract value:
Guaranteed investment contracts 4,449,702
---------- -------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,449,702 $543,698 $1,813,434 $286,619 $1,008,505
========== ======== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
------------------------------------------------------
Central
Garden & Pet
Company
Common Participant
Stock Fund loans Other Total
------------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $ - $ - $22,546 $3,674,802
Common stock 685,006 685,006
Participant loans 134,641 134,641
-------- -------- ------- ----------
Total 685,006 134,641 22,546 4,494,449
Investments at contract value:
Guaranteed investment contracts 4,449,702
-------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $685,006 $134,641 $22,546 $8,944,151
======== ======== ======= ==========
</TABLE>
See notes to financial statements -----
4
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH SUPPLEMENTAL INFORMATION BY FUND (modified cash basis)
YEAR ENDED DECEMBER 31, 1995
===============================================================================
<TABLE>
<CAPTION>
Supplemental information
-------------------------------------------------------------------
Capital Fidelity Dreyfus
Preservation Magellan Growth & Dreyfus S&P 500
Fund Fund Income Fund Index Fund
------------ -------- ----------- ---------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation in fair value of investments $ - $ 247,382 $ 352,640 $ 134,819
Interest and dividend income 233,357 107,743 125,255 24,176
---------- ---------- ---------- --------
Total investment income 233,357 355,125 477,895 158,995
Employee contributions 479,306 374,070 443,926 124,591
---------- ---------- ---------- --------
Total additions 712,663 729,195 921,821 283,586
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 401,757 65,875 163,855 20,269
Administrative expenses 6,861 1,859 3,434 766
---------- ---------- ---------- --------
Total deductions 408,618 67,734 167,289 21,035
---------- ---------- ---------- --------
NET INCREASE (DECREASE) BEFORE TRANSFERS 304,045 661,461 754,532 262,551
NET TRANSFERS:
Interfund transfers (805,538) 717,688 63,212 328,247
---------- ---------- ---------- --------
NET INCREASE (DECREASE) (501,493) 1,379,149 817,744 590,798
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,449,702 543,698 1,813,434 286,619
---------- ---------- ---------- --------
End of year $3,948,209 $1,922,847 $2,631,178 $877,417
========== ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
------------------------------------------------------------
Dreyfus Central
Short- Garden
Intermediate & Pet
Government Common Participant
Fund Stock Fund loans Other Total
----------- ---------- ----------- ----- -------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation in fair value of investments $ 50,508 $1,080,672 $ - $ 6,143 $ 1,872,164
Interest and dividend income 62,051 14,260 5,252 572,094
---------- ---------- -------- -------- -----------
Total investment income 112,559 1,080,672 14,260 11,395 2,444,258
Employee contributions 147,803 186,933 224,098 13,926 1,994,653
---------- ---------- -------- -------- -----------
Total additions 260,362 1,267,605 238,358 25,321 4,438,911
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 63,821 51,774 102,143 12,296 881,790
Administrative expenses 1,619 1,285 18,155 33,979
---------- ---------- -------- -------- -----------
Total deductions 65,440 53,059 102,143 30,451 915,769
---------- ---------- -------- -------- -----------
NET INCREASE (DECREASE) BEFORE TRANSFERS 194,922 1,214,546 136,215 (5,130) 3,523,142
NET TRANSFERS:
Interfund transfers (205,629) (85,223) (12,757)
---------- ---------- -------- -------- -----------
NET INCREASE (DECREASE) (10,707) 1,129,323 136,215 (17,887) 3,523,142
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,008,505 685,006 134,641 22,546 8,944,151
---------- ---------- -------- -------- -----------
End of year $ 997,798 $1,814,329 $270,856 $ 4,659 $12,467,293
========== ========== ======== ======== ===========
</TABLE>
See notes to financial statements. -----
5
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH SUPPLEMENTAL INFORMATION BY FUND (modified cash basis)
YEAR ENDED DECEMBER 31, 1994
===============================================================================
<TABLE>
<CAPTION>
Supplemental information
---------------------------------------------------------------------------------
Texas Texas Texas
Commerce Bank Commerce Commerce Capital
Money Market Bank Equity Bank Fixed Prior Preservation
Trust Fund Fund Income Fund plans Fund
------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income (loss):
Net appreciation (depreciation) in fair value
of investments $ - $ - $ - $ - $ -
Interest and dividend income 151,993
----------- ----------- --------- ----------- ----------
Total investment income (loss) - - - - 151,993
Employee contributions 219,914
----------- ----------- --------- ----------- ----------
Total additions - - - - 371,907
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 233,047
Administrative expenses 4,962
----------- ----------- --------- ----------- ----------
Total deductions - - - - 238,009
----------- ----------- --------- ----------- ----------
NET INCREASE (DECREASE) BEFORE TRANSFERS - - - - 133,898
NET TRANSFERS:
Interfund transfers (102,175)
Transfer of net assets from merged plan (Note 4) 1,052,097
Transfer to succeeding trustee (2,753,338) (1,456,519) (934,858) (2,241,252) 4,417,979
----------- ----------- --------- ----------- ----------
Total transfers (2,753,338) (1,456,519) (934,858) (1,189,155) 4,315,804
----------- ----------- --------- ----------- ----------
NET INCREASE (DECREASE) (2,753,338) (1,456,519) (934,858) (1,189,155) 4,449,702
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,753,338 1,456,519 934,858 1,189,155
----------- ----------- --------- ----------- ----------
End of year $ - $ - $ - $ - $4,449,702
=========== =========== ========= =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
-----------------------------------------------------------------------------
Dreyfus Central
Short- Garden
Fidelity Dreyfus Dreyfus S&P Intermediate & Pet
Magellan Growth & 500 Government Common Participant
Fund Income Fund Index Fund Fund Stock Fund loans Other Total
--------- ----------- ----------- ------------ ------------ ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ (9,650) $ (132,348) $(32,267) $ (77,316) $(1,036,617) $ - $ 6,509 $(1,281,689)
Interest and dividend income 4,667 54,023 31,210 68,602 147 1,026 1,646 313,314
--------- ---------- -------- ---------- ----------- -------- ------- -----------
Total investment income (loss) (4,983) (78,325) (1,057) (8,714) (1,036,470) 1,026 8,155 (968,375)
Employee contributions 330,836 432,081 107,763 132,492 84,868 1,307,954
--------- ---------- -------- ---------- ----------- -------- ------- -----------
Total additions 325,853 353,756 106,706 123,778 (951,602) 1,026 8,155 339,579
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 4,985 26,786 10,571 50,137 4,361 329,887
Administrative expenses 381 2,639 390 1,683 1,766 11,821
--------- ---------- -------- ---------- ----------- -------- ------- -----------
Total deductions 5,366 29,425 10,961 51,820 6,127 - - 341,708
--------- ---------- -------- ---------- ----------- -------- ------- -----------
NET INCREASE (DECREASE) BEFORE
TRANSFERS 320,487 324,331 95,745 71,958 (957,729) 1,026 8,155 (2,129)
NET TRANSFERS:
Interfund transfers 80,325 (73,313) 9,195 (133,310) 82,422 122,465 14,391
Transfer of net assets from
merged plan (Note 4) 1,052,097
Transfer to succeeding trustee 142,886 1,562,416 181,679 1,069,857 11,150
--------- ---------- -------- ---------- ----------- -------- ------- -----------
Total transfers 223,211 1,489,103 190,874 936,547 82,422 133,615 14,391 1,052,097
--------- ---------- -------- ---------- ----------- -------- ------- -----------
NET INCREASE (DECREASE) 543,698 1,813,434 286,619 1,008,505 (875,307) 134,641 22,546 1,049,968
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,560,313 7,894,183
--------- ---------- -------- ---------- ----------- -------- ------- -----------
End of year $ 543,698 $1,813,434 $286,619 $1,008,505 $ 685,006 $134,641 $22,546 $ 8,944,151
========= ========== ======== ========== =========== ======== ======= ===========
</TABLE>
See notes to financial statements. -----
6
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
================================================================================
NOTE 1: PLAN DESCRIPTION
The following brief description of the Central Garden & Pet Company Investment
Growth Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Summary Plan Description for more complete
information.
GENERAL: The Plan is a 401(k) plan sponsored by Central Garden & Pet
Company (the Company). The Plan is intended to qualify under Sections
401(a) and 401(k) of the Internal Revenue Code (IRC). The purpose of the
Plan is to provide retirement and other benefits for employees of the
Company. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974. Employees whose compensation is not determined by a
collective bargaining agreement become eligible to participate in the Plan
at age 21 or older after at least 1,000 hours of service in a year.
CONTRIBUTIONS: Participants of the Plan can elect to defer pretax
contributions between 1% and 15% (up to a maximum of $9,240 in 1995 and
1994) of compensation. The Company has contributed up to 25% of the first
6% of base compensation that a participant contributes to the Plan in both
1995 and 1994. The Plan provides that the Company's Board of Directors has
the right to change or discontinue the matching contribution at any time,
at its discretion. The 1995 Company matching contribution will be
contributed in 1996.
VESTING: Participants are immediately vested in their voluntary
contributions plus any associated earnings. Vesting in the Company
contributed portion of participants' accounts, plus any earnings, is based
on years of continuous service. A participant is 100% vested after five
years of credited service.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions, an allocation of the Plan's investment income
and/or losses, and the Company's contributions. Allocation of the Company's
contributions are based on the participant's salary and length of service
as discussed under Contributions.
INVESTMENT OPTIONS: The trustee function is performed by Dreyfus Trust
Company. Dreyfus Retirement Services performs the recordkeeping of the
Plan. Pursuant to the Plan investment alternatives, the participants have a
choice of six investment options. The following are the available Plan
choices and descriptions obtained from the investment prospectus (or Plan
description for Common Stock Fund):
Capital Preservation Fund: Seeks high level of current income and
-------------------------
stability of principal. Fund portfolio primarily consists of
Guaranteed Investment Contracts (GICs) and other stable value
investments. The investments are fixed income investments intended to
have stable principal value.
Fidelity Magellan Fund: Seeks to increase the value of its shares
----------------------
over the long term by investing in companies with growth potential.
Fund invests primarily in common stock and convertible equities of
U.S. multinational and foreign companies.
7
<PAGE>
Dreyfus Growth & Income Fund: Seeks to obtain long-term capital
----------------------------
growth, current income, and growth of income while maintaining
reasonable investment risk. The portfolio consists of equity and debt
securities and money market instruments of domestic and foreign
issuers.
Dreyfus S&P 500 Index Fund: Seeks to provide investment results that
--------------------------
correspond to the price and yield performance of publicly traded
stocks in the aggregate, as represented by the S&P 500.
Dreyfus Short-Intermediate Government Fund: Seeks high current
------------------------------------------
income with increased price stability. Fund invests in U.S. Government
backed securities (i.e., U.S. Treasury Securities, Treasury Bills, and
Treasury Notes).
Central Garden & Pet Company Common Stock Fund: Invested in shares
----------------------------------------------
of common stock of the Company.
PARTICIPANT LOANS: Participant loans are available to active employees of
up to 50% of an employee's account balance, with a minimum of $1,000 and a
maximum of $50,000. Loan terms are a maximum of five years or, for the
purchase of a primary residence, a maximum of ten years. Participants are
allowed only one outstanding loan at a time. Loans are secured by the
participant's account balance and bear interest at a rate commensurate with
prevailing rates at the time the loan is made as determined quarterly by
the Plan administrator. As of December 31, 1995, there were 71 such loans,
with contractual interest rates ranging between 7% to 10% and maturity
dates ranging from November 1, 1996, to December 1, 2005.
DISTRIBUTION OF BENEFITS: Upon termination of service due to death,
disability, or retirement, a participant can elect to receive a lump sum
amount equal to the value of the participant's vested interest in his or
her account.
FORFEITURES: Forfeitures are used to reduce future Company matching
contributions.
PLAN TERMINATION: Although it has not expressed any intent to do so, the
Company may completely discontinue its contributions and terminate the Plan
at any time by resolution of its Board of Directors. In the event of Plan
termination or complete discontinuance of Company contributions, the
interests of all participants will become fully vested and will be
distributed to each participant.
TAX STATUS: The Plan obtained its latest determination letter on September
1, 1995, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of the
IRC. The Plan's Administrative Committee believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
ADMINISTRATIVE EXPENSES: Substantially all administrative expenses
associated with the Plan are shared by the Company and the Plan.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The Plan's financial statements are prepared on the
modified cash basis of accounting, which is based on cash receipts and
disbursements, except for the recognition of the net appreciation or
depreciation in the fair value of investments at the end of the Plan year.
8
<PAGE>
INVESTMENT VALUATION AND INCOME RECOGNITION: Investments in mutual funds
and common stock are stated at fair value, which is determined by quoted
market prices. Participant loans are carried at the unpaid principal
balance, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on a cash basis. Dividends are recorded on the
ex-dividend date.
PAYMENT OF BENEFITS: Benefits are recorded when paid.
NOTE 3: INVESTMENTS
Investments that represent 5% or more of the Plan's net assets at December 31,
1995 and 1994, are separately identified in the following table:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Capital Preservation Fund $3,948,209 $4,449,702
Fidelity Magellan Fund 1,922,847 543,698
Dreyfus Growth & Income Fund 2,631,178 1,813,434
Dreyfus S&P 500 Index Fund 877,417 286,619
Dreyfus Short-Intermediate Government Fund 997,798 1,008,505
Central Garden & Pet Company Common Stock Fund 1,814,329 685,006
</TABLE>
The Plan's investments (including investments bought, sold, and held during the
year) appreciated (depreciated) in fair value for the years ended December 31 as
follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Fidelity Magellan Fund $ 247,382 $ (9,650)
Dreyfus Growth & Income Fund 352,640 (132,348)
Dreyfus S&P 500 Index Fund 134,819 (32,267)
Dreyfus Short-Intermediate Government Fund 50,508 (77,316)
Central Garden & Pet Company Common Stock Fund 1,080,672 (1,036,617)
Other 6,143 6,509
---------- -----------
$1,872,164 $(1,281,689)
========== ===========
</TABLE>
NOTE 4: PLAN MERGERS
On November 17, 1993, the Board of Directors of the Company approved the merger
of three affiliated 401(k) plans into the Plan effective December 31, 1993.
These included plans known as the Central Garden Supply 401(k) Plan, the Central
Garden Supply of Southern California 401(k) Plan, and the Central Garden Sales
401(k) Plan. The Plan was amended as of December 31, 1993, to provide that the
vested portion of benefits transferred to the Plan shall continue to be
determined in accordance with the vesting schedule of the 401(k) plan from which
the benefits were transferred. The assets of the three affiliated 401(k) plans
were liquidated and moved to the Plan during 1994. In conjunction with the
plans' merger, the Board of Directors of the Company renamed the Plan as the
Central Garden & Pet Company Investment Growth Plan, effective December 31,
1993. Also, the Company's Board of Directors designated the Dreyfus Trust
Company as Trustee of the Plan, effective January 1, 1994. The Plan net assets
were transferred to Dreyfus funds during 1994.
9
<PAGE>
On September 8, 1994, the Board of Directors of the Company approved the merger
of the Colorado Chemical and Fertilizer 401(k) plan (the Colorado Plan) into the
Plan effective October 31, 1994. The assets of the Colorado Plan were liquidated
and moved to the Plan during 1994. The statement of changes in net assets
available for benefits for the year ended December 31, 1994, includes the
investment results and other changes in net assets available for benefits for
the Colorado Plan beginning November 1, 1994.
NOTE 5: DUE TO PARTICIPANTS WHO HAVE WITHDRAWN
As of December 31, 1995 and 1994, net assets available for benefits included
benefits of $388,599 and $29,526, respectively, due to participants who have
withdrawn from participation in the Plan.
NOTE 6: PARTY-IN-INTEREST TRANSACTIONS
The Plan's investments include Central Garden & Pet Company common stock,
representing party-in-interest transactions that qualify as exempt prohibited
transactions.
10
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
96816 on Form S-8 of Central Garden & Pet Company of our report dated May 3,
1996 (which report includes an explanatory paragraph relating to the Plan's use
of the modified cash basis of accounting), appearing in this Annual Report on
11-K of Central Garden & Pet Company Investment Growth Plan for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
San Francisco, California
June 25, 1996
