<PAGE>
PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(B)(3)
(To Prospectus Dated March 18, 1997, Registration Statement No. 333-21603
As Supplemented By Prospectus Supplement
No. 1 Dated April 8, 1997, Prospectus
Supplement No. 2 Dated May 14, 1997,
Prospectus Supplement No. 3 Dated July
16, 1997 and Prospectus Supplement No. 4
Dated December 2, 1997)
[CENTRAL GARDEN & PET LOGO 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>
<S> <C> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette Sec. Corp. 320,000 * 11,428 * *
McMahan Securities Company, L.P. 50,000 * 1,785 * *
</TABLE>
The line "Any other holder of Notes or future transferee from any such
holder ... 1,640,000, 1.4, 58,571, *, *" (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 its entirety and replaced
with the following:
<TABLE>
<S> <C> <C> <C> <C> <C>
Any other holder of Notes or future or future
transferee from any such holder(8)(9) 1,270,000 1.1 45,357 * *
</TABLE>
All information in this Prospectus Supplement is as of March 16, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 17, 1998
