<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
September 28, 1996 0-20242
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CENTRAL GARDEN & PET COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 68-0275553
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3697 Mt. Diablo Boulevard, Lafayette, California 94549
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(Address of principal executive offices) (Zip Code)
Telephone Number: (510) 283-4573
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
At December 11, 1996, the aggregate market value of the registrant's Common
Stock and Class B Stock held by non-affiliates of the registrant was
approximately $243,820,529 and $275,378, respectively.
At December 11, 1996, the number of shares outstanding of registrant's
Common Stock was 12,607,290. In addition, on such date the registrant had
outstanding 1,865,939 shares of its Class B Stock which is convertible into
Common Stock on a share-for-share basis.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Signatures
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: January 24, 1997
CENTRAL GARDEN & PET COMPANY
By /s/ WILLIAM E. BROWN
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William E. Brown
Chairman of the Board
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ WILLIAM E. BROWN Chairman and Chief Executive January 24, 1997
- ------------------------ Officer (Principal Executive
William E. Brown Officer
/s/ ROBERT B. JONES Vice President, Chief Financial January 24, 1997
- ------------------------ Officer (Principal Financial
Robert B. Jones Officer and Principal Accounting
Officer)
/s/ GLENN W. NOVOTNY Director January 24, 1997
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Glenn W. Novotny
/s/ DANIEL P. HOGAN, JR. Director January 24, 1997
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Daniel P. Hogan, Jr.
/s/ LEE D. HINES, JR. Director January 24, 1997
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Lee D. Hines, Jr.
</TABLE>
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