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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Central Garden & Pet Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
153527-10-6
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(CUSIP Number)
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This report consists of 6 sequentially numbered pages.
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Exhibit index is located on sequentially numbered page 6 .
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CUSIP NO. 153527-10-6 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON William E. Brown
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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7. SOLE VOTING POWER 1,806,359
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 1,806,359
PERSON
WITH ------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,806,359
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%*
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14. TYPE OF REPORTING PERSON IN
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* Based on the Company's proxy statement filed on March 7, 1997, there were
13,071,957 shares of Common Stock outstanding and 1,863,167 shares of Class
B Stock outstanding, as of February 21, 1997.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), issued by Central Garden & Pet Company, a Delaware
corporation (the "Company"), whose principal executive office is located at 3697
Mount Diablo Boulevard, Suite 310, Lafayette, California 94549.
ITEM 2. IDENTITY AND BACKGROUND.
The following person is filing this statement:
Present Principal Occupation or
Employment; Name, Principal Business,
Name and Residence or and Address of Organization in Which
Business Address Such Employment is Conducted
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William E. Brown Chairman of the Board and
3697 Mount Diablo Boulevard Chief Executive Officer
Suite 310 Central Garden & Pet Company
Lafayette, California 94549 3697 Mount Diablo Boulevard
(business) Suite 310
Lafayette, California 94549
(distribution of lawn, garden, pet and pool
supplies)
During the last five years, Mr. Brown has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. Brown is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transaction giving rise to this Amendment No. 5 to the Schedule
13D is the grant to Mr. Brown by the Company on December 28, 1996 of options to
purchase 300,000 shares of the Company's Common Stock. The options were priced
at fair market value based on the closing price of the Company's Common Stock on
December 27, 1996. The options vest over five years at a rate of 60,000 options
per year commencing one year from the date of grant.
ITEM 4. PURPOSE OF TRANSACTION.
Inapplicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) William E. Brown owns 1,806,359 shares (97.0%) of the Company's
Class B Stock. At the option of the holder, each share of the Company's Class B
Stock is convertible at any time and from time to time into one share of Common
Stock. Mr. Brown currently owns no shares of the Company's Common Stock. In
the aggregate, Mr. Brown owns 12.1% of the total number of shares of the
Company's Class B Stock and Common Stock.
(b) William E. Brown has sole power to vote and direct the disposition
of 1,806,359 shares of the Company's Class B Stock. Each share of the Company's
Class B Stock has the lesser of ten votes or 49% of the votes cast. In
addition, Mr. Brown has sole power to vote and direct the disposition of 0
shares of the Company's Common Stock. Each share of the Company's Common Stock
is entitled to one vote.
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(c) William E. Brown has not engaged in any transaction in the
Company's Common Stock or Class B Stock during the 60 days prior to Mr. Brown's
receipt of the options described above in Item 3.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities discussed above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Inapplicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
None
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 18, 1997
/s/William E. Brown
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William E. Brown
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EXHIBIT INDEX
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Sequentially
Exhibit Description of Exhibit Numbered Pages
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No Exhibits
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