<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1997
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 [NO FEE REQUIRED,
EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 1996
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, 1996 and 1995, Audited Statements
of Changes in Net Assets Available for Benefits, With Supplemental
Information By Fund (Modified Cash Basis) for the Years Ended December 31,
1996 and 1995, and Notes to Financial Statements for the Years Ended
December 31, 1996 and 1995.
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 27, 1997 By: /s/ Thomas Siedler
------------------------
Thomas Siedler, Controller and
Chairman of the Administrative
Committee for the Plan
2
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
________________________________________________________________________________
FINANCIAL STATEMENTS (modified cash basis)
FOR THE YEARS ENDED DECEMBER 31, 1996 AND
1995, AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 1996,
AND INDEPENDENT AUDITORS' REPORT
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- ----------------------------------------------------------------------------------------
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS (MODIFIED CASH BASIS) FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995:
Statements of net assets available for benefits, with supplemental information
by fund 3
Statements of changes in net assets available for benefits, with supplemental
information by fund 5
Notes to financial statements 7
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1996:
Item 27a - Schedule of assets held for investment purposes 11
Item 27d - Schedule of reportable transactions 12
</TABLE>
<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, 1996 and 1995, 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,
1996 and 1995, 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
June 18, 1997
____
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, 1996
<TABLE>
<CAPTION>
============================================================================================================================
Supplemental information
-----------------------------------------------------------------------------------------
Dreyfus
Short-
Capital Fidelity Dreyfus Dreyfus Intermediate
Preservation Magellan Growth & S&P 500 Government
Fund Fund Income Fund Index Fund Fund
------------ -------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $ - $2,118,375 $3,199,597 $1,740,870 $991,650
Common stock
Participant loans
---------- --------- --------- --------- --------
Total investments at fair value 2,118,375 3,199,597 1,740,870 991,650
Investments at contract value:
Guaranteed investment
contracts 3,720,056
---------- ---------- ---------- ---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $3,720,056 $2,118,375 $3,199,597 $1,740,870 $991,650
========== ========== ========== ========== ========
<CAPTION>
Central
Garden & Pet
Company
Common Participant
Stock Fund loans Other Total
----------- ----------- ----- -----
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $ - $ - $39,381 $ 8,089,873
Common stock 5,145,185 5,145,185
Participant loans 407,516 407,516
---------- -------- ------- -----------
Total investments at fair value 5,145,185 407,516 39,381 13,642,574
Investments at contract value:
Guaranteed investment
contracts 3,720,056
---------- -------- ------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $5,145,185 $407,516 $39,381 $17,362,630
========== ======== ======= ===========
</TABLE>
----
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, 1995
<TABLE>
<CAPTION>
=================================================================================================================================
Supplemental information
-------------------------------------------------------------------------------------------------
Dreyfus
Short-
Capital Fidelity Dreyfus Dreyfus Intermediate
Preservation Magellan Growth & S&P 500 Government
Fund Fund Income Fund Index Fund Fund
------------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual 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
contracts 3,948,209
---------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $3,948,209 $1,922,847 $2,631,178 $877,417 $997,798
========== ========== ========== ======== ========
<CAPTION>
Central
Garden & Pet
Company
Common Participant
Stock Fund loans Other Total
------------- ------------ ----- -----
ASSETS: <C> <C> <C> <C>
Investments at fair value:
Mutual 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>
----
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, 1996
===============================================================================
<TABLE>
<CAPTION>
Supplemental information
-------------------------------------------------------------
Capital Fidelity Dreyfus Dreyfus
Preservation Magellan Growth & S&P 500
Fund Fund Income Fund Index Fund
---------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - $(114,402) $ (50,641) $ 182,387
Interest and dividend income 219,444 342,978 452,986 78,261
Total investment income ---------- ---------- ---------- ----------
219,444 228,576 402,345 260,648
CONTRIBUTIONS:
Employer
Participants 225,991 485,795 453,704 207,263
---------- ---------- ---------- ----------
Total contributions 225,991 485,795 453,704 207,263
---------- ---------- ---------- ----------
Total additions 445,435 714,371 856,049 467,911
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (376,324) (63,766) (181,819) (27,957)
Administrative expenses (7,023) (3,375) (5,467) (2,058)
---------- ---------- ---------- ----------
Total deductions (383,347) (67,141) (187,286) (30,015)
---------- ---------- ---------- ----------
NET INCREASE BEFORE TRANSFERS 62,088 647,230 668,763 437,896
NET TRANSFERS:
Interfund transfers (290,241) (451,702) (100,344) 425,557
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) (228,153) 195,528 568,419 863,453
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,948,209 1,922,847 2,631,178 877,417
---------- ---------- ---------- ----------
End of year $3,720,056 $2,118,375 $3,199,597 $1,740,870
========== ========== ========== ==========
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
======================================================================================================================
Supplemental Information
----------------------------------------------------------------------
Dreyfus Central
Short- Garden &
Intermediste Pet Company
Government Common Participant
Fund Stock Fund loans Other Total
------------ ----------- ----------- ----- -----
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ (20,635) $2,675,788 $ - $ - $ 2,672,497
Interest and dividend income 59,118 25,252 1,447 1,179,486
--------- ---------- -------- -------- -----------
Total investment income 38,483 2,675,788 25,252 1,447 3,851,983
CONTRIBUTIONS:
Employer 231,189 231,189
Participants 153,150 148,732 48,561 1,723,196
--------- ---------- -------- -----------
Total contributions 153,150 379,921 48,561 1,954,385
--------- ---------- -------- -------- -----------
Total additions 191,633 3,055,709 25,252 50,008 5,806,368
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (69,269) (163,545) (23,261) (905,941)
Administrative expenses (1,907) (3,578) 18,318 (5,090)
--------- ---------- -------- -------- -----------
Total deductions (71,176) (167,123) (23,261) 18,318 (911,031)
--------- ---------- -------- -------- -----------
NET INCREASE BEFORE TRANSFERS 120,457 2,888,586 1,991 68,326 4,895,337
NET TRANSFERS:
Interfund transfers (126,605) 442,270 134,669 (33,604)
--------- ---------- -------- -------- -----------
NET INCREASE (DECREASE) (6,148) 3,330,856 136,660 34,722 4,895,337
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 997,798 1,814,329 270,856 4,659 12,467,293
--------- ---------- -------- -------- -----------
End of year $ 991,650 $5,145,185 $407,516 $ 39,381 $17,362,630
========= ========== ======== ======== ===========
</TABLE>
<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 Dreyfus
Preservation Magellan Growth & 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
CONTRIBUTIONS:
Employer 205,242
Participants 255,673 365,343 432,584 117,978
---------- ---------- ---------- --------
Total contributions 460,915 365,343 432,584 117,978
---------- ---------- ---------- --------
Total additions 694,272 720,468 910,479 276,973
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (303,264) (33,359) (120,084) (8,863)
Administrative expenses (6,861) (1,859) (3,434) (766)
---------- ---------- ---------- --------
Total deductions (310,125) (35,218) (123,518) (9,629)
---------- ---------- ---------- --------
NET INCREASE (DECREASE) BEFORE TRANSFERS 384,147 685,250 786,961 267,344
NET TRANSFERS:
Interfund transfers (885,640) 693,899 30,783 323,454
---------- ---------- ---------- --------
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>
See notes to financial statements.
<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
---------------------------------------------------------------------------
Dreyfus Central
Short- Garden &
Intermediate Pet Company
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
CONTRIBUTIONS:
Employer 205,242
Participants 141,631 185,429 13,676 1,512,314
---------- ---------- -------- -------- -----------
Total contributions 141,631 185,429 13,676 1,717,556
---------- ---------- -------- -------- -----------
Total additions 254,190 1,266,101 14,260 25,071 4,161,814
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (48,755) (36,791) (49,144) (4,433) (604,693)
Administrative expenses (1,619) (1,285) (18,155) (33,979)
---------- ---------- -------- -------- -----------
Total deductions (50,374) (38,076) (49,144) (22,588) (638,672)
---------- ---------- -------- -------- -----------
NET INCREASE (DECREASE) BEFORE TRANSFERS 203,816 1,228,025 (34,884) 2,483 3,523,142
NET TRANSFERS:
Interfund transfers (214,523) (98,702) 171,099 (20,370)
---------- ---------- -------- -------- -----------
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
========== ========== ======== ======== ===========
-------
6
</TABLE>
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
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 $9,500 in 1996 and $9,240
in 1995) of compensation. The Company has contributed 30% and 25% of the
first 6% of compensation contributed by participants to the Plan in 1996 and
1995, respectively. 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 1996 Company matching contribution was contributed in
1997.
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 is 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: Invests 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, 1996, there were 98 such loans, with
contractual interest rates ranging between 7% to 10% and maturity dates
ranging from April 1, 1997, to December 1, 2006.
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 continue 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.
RECLASSIFICATIONS: Certain reclassifications have been made to the 1995
balances to conform with the 1996 presentation.
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. The investment contracts are stated at contract value as the
contracts are fully benefit responsive. 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,
1996 and 1995, are separately identified in the following table:
<TABLE>
<CAPTION> 1996 1995
---- ----
<S> <C> <C>
Capital Preservation Fund $3,720,056 $3,948,209
Fidelity Magellan Fund 2,118,375 1,922,847
Dreyfus Growth & Income Fund 3,199,597 2,631,178
Dreyfus S&P 500 Index Fund 1,740,870 877,417
Dreyfus Short-Intermediate Government Fund 991,650 997,798
Central Garden & Pet Company Common Stock Fund 5,145,185 1,814,329
</TABLE>
NOTE 4: DUE TO PARTICIPANTS WHO HAVE WITHDRAWN
As of December 31, 1996 and 1995, net assets available for benefits included
benefits of $1,080,471 and $388,599, respectively, due to participants who have
withdrawn from participation in the Plan.
NOTE 5: 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.
----
9
<PAGE>
NOTE 6: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as
reported in the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
Net assets available for benefits as listed in the
financial statements $17,362,630 $12,467,293
Employer contributions receivable 314,992 231,189
Refund of excess contributions (48,000) (15,000)
----------- -----------
Net assets available for benefits as listed
in the Form 5500 $17,629,622 $12,682,482
=========== ===========
</TABLE>
The following is a reconciliation of contributions made during the year ended
December 31, 1996, as reported in the financial statements as listed in the
financial statements to the Form 5500:
<TABLE>
<S> <C>
Contributions as listed in the Financial Statements $1,954,385
Add:
Employer contributions paid in 1997 314,992
Refund of excess contributions in 1995 15,000
Less:
Employer contributions paid in 1996 (231,189)
Rollovers (reported as transfers on the Form 5500) (235,003)
Refund of excess contributions in 1996 (48,000)
----------
Contributions as listed in the Form 5500 $1,770,185
==========
</TABLE>
----
10
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Number of
shares or Fair
Asset description par value Cost value
----------------- --------- ---- -----
<S> <C> <C> <C>
Capital Preservation Fund 3,720,056 $ 3,720,056 $ 3,720,056
Fidelity Magellan Fund 26,266 2,048,890 2,118,375
Dreyfus Growth & Income Fund 176,189 3,134,590 3,199,597
Dreyfus S&P 500 Index Fund 78,347 1,523,958 1,740,870
Dreyfus Short-Intermediate Government 91,228 1,011,558 991,650
Fund
Central Garden & Pet Company Stock Fund 244,276 1,802,204 5,145,185
Participant loans 407,516 407,516
Other 39,351 39,381 39,381
----------- -----------
$13,688,153 $17,362,630
=========== ===========
</TABLE>
----
11
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Purchases Sales
Identity of --------- -----
party involved Description Transactions Cost Transactions Amounts
- -------------- ----------- ------------ ---- ------------ -------
<S> <C> <C> <C> <C> <C>
Series of transactions:
Capital Preservation Fund Mutual fund 86 $1,240,130 158 $1,468,282
Fidelity Magellan Fund Mutual fund 78 1,171,869 103 861,939
Dreyfus Growth & Income Fund Mutual fund 101 1,372,418 100 753,358
Dreyfus S&P 500 Index Fund Mutual fund 111 1,195,936 75 515,125
Central Garden and Pet
Company Stock Fund Company stock 102 1,399,393 63 934,147
</TABLE>
----
12
<PAGE>
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 June
18, 1997 (which report includes an explanatory paragraph relating to the Central
Garden & Pet Company Investment Growth Plan's (the Plan) use of the modified
cash basis of accounting), appearing in this Annual Report on Form 11-K of the
Plan for the year ended December 31, 1996.
DELOTTE & TOUCHE LLP
San Francisco, California
June 27, 1997
