<PAGE>
FILED PURSUANT TO RULE 424(B)(3)
PROSPECTUS SUPPLEMENT NO. 3 REGISTRATION STATEMENT NO. 333-21603
(To Prospectus Dated March 18, 1997, As Supplemented
By Prospectus Supplement No. 1 Dated April 8, 1997
and Prospectus Supplement No. 2 Dated May 14, 1997)
[LOGO OF CENTRAL GARDEN & PET APPEARS HERE]
$115,000,000
6% CONVERTIBLE SUBORDINATED NOTES DUE 2003
AND
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement supplements information contained in that
certain Prospectus dated March 18, 1997, as amended or supplemented (the
"Prospectus") of Central Garden & Pet Company relating to the potential sale
from time to time of up to $115,000,000 aggregate principal amount of Notes and
the Conversion Shares by the Selling Securityholders. This Prospectus
Supplement is not complete without, and may not be delivered or utilized except
in connection with, the Prospectus, including any amendments or supplements
thereto. Capitalized terms used herein but not defined have the meanings
assigned to such terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the respective principal amounts of Notes and Conversion
Shares beneficially owned by such Selling Securityholder that may be offered
pursuant to the Prospectus:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
BNP Arbitrage SNC............................ 1,350,000 1.2 48,214 * *
Merrill Lynch, Pierce, Fenner & Smith Inc.*.. 1,185,000 1.0 42,321 * *
BNY Hamilton Equity Income Fund.............. 1,500,000 1.3 53,571 * *
</TABLE>
The lines "Reliant Trading ... 7,145,000, 6.2, 255,178, 1.7, 1.0"; "Shepard
Trading Limited. ... 7,145,000, 6.2, 255,178, 1.7, 1.0"; and "Any other holder
of Notes or future transferee from any such holder ... 10,124,000, 8.8, 361,571,
2.4, 1.4" (other than the footnotes thereto which remain unchanged) contained in
the table set forth in the Prospectus under the caption "Selling
Securityholders" shall be deleted in their entirety and replaced with the
following:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Reliant Trading................................ 8,469,000 7.4 302,454 2.0 1.2
Shepard Trading Limited........................ 8,470,000 7.4 302,500 2.0 1.2
Any other holder of Notes or future or future
transferee from any such holder(8)(9)....... 3,440,000 3.0 122,857 * *
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</TABLE>
* Merrill Lynch, Pierce, Fenner & Smith Inc. or its affiliates has provided,
and may continue to provide, investment banking services to the Company,
for which it received or will receive customary fees.
All information in this Prospectus Supplement is as of July 16, 1997.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 17, 1997
