<PAGE>
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-21603
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated March 18, 1997)
[CENTRAL GARDEN & PET LOGO]
$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 (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. 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>
<S> <C> <C> <C> <C> <C>
Forum Capital Markets LP....................... 1,000,000 * 35,714 * *
Dillon, Read & Co. Inc. ....................... 2,500,000 2.2 89,285 * *
</TABLE>
The following line item contained in the table set forth in the Prospectus
under the caption "Selling Securityholders" shall be deleted in its entirety:
<TABLE>
<S> <C> <C> <C> <C> <C>
Swiss Bank Corporation--London Branch(7)....... 1,845,000 1.6 65,892 * *
</TABLE>
The lines "CFW-C, L.P. ... 7,500,000, 6.5, 257,857, 2.0, 1.1"; "General
Motors Employees Domestic Trust ... 6,920,000, 6.0, 247,142, 1.7, 1.0"; "Alex.
Brown & Sons, Inc. ... 699,000, *, 24,964, *, *"; and "Any other holder of Notes
or future transferee from any such holder ... 17,011,000, 14.8, 607,535, 4.1,
2.4" (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>
CFW-C, L.P..................................... 9,700,000 8.4 346,428 2.5 1.5
General Motors Employees Domestic Trust........ 7,420,000 6.5 265,000 1.8 1.0
Alex. Brown & Sons, Inc.*...................... 1,531,000 1.3 54,678 * *
Any other holder of Notes or future or future
transferee from any such holder(8)(9)....... 11,824,000 10.3 422,285 2.8 1.7
- ----------
</TABLE>
* Alex. Brown & Sons Incorporated 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 April 7, 1997.
The date of this Prospectus Supplement is April 8, 1997
