<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 31, 1998
________________________________
CENTRAL GARDEN & PET COMPANY
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 0-20242 68-0275553
________________________________________________________________________________
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3697 MT. DIABLO BOULEVARD, LAFAYETTE, CALIFORNIA 94549
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 283-4573
______________________________
INAPPLICABLE
________________________________________________________________________________
(Former name or former address if changed since last report)
Exhibit Index located on page 3
<PAGE>
ITEM 5. OTHER EVENTS
On August 31, 1998, Central Garden & Pet Company (the "Company")
issued a press release announcing that the Company's Board of
Directors has authorized the Company to spend up to $25 million to
repurchase shares of its outstanding common stock.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) See attached Exhibit Index.
2
<PAGE>
EXHIBIT INDEX
Number Exhibit Page Number
- ------ ------- -----------
99.1 Press Release dated August 31, 1998. 5
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL GARDEN & PET COMPANY
By: /s/ P. Gregory Reams
-----------------------
P. Gregory Reams, Treasurer
and Assistant Secretary
Dated: August 31, 1998
4
<PAGE>
[LOGO OF CENTRAL GARDEN & PET]
Corporate Office
3697 Mt. Diablo Blvd., Suite 310
Lafayette, CA 94549
(925) 283-4573
Fax (925) 283-4984
FOR IMMEDIATE RELEASE
_____________________
Contacts: Gregory Reams
Central Garden & Pet
(925) 283-4573
Paul Verbinnen/Debbie Miller
Sard Verbinnen & Co.
(212) 687-8080
CENTAL GARDEN & PET ANNOUNCES SHARE REPURCHASE PROGRAM
_________________________________
LAFAYETTE, CALIFORNIA, AUGUST 31, 1998 - Central Garden & Pet Company
(NASDAQ:CENT), the nation's leading distributor of lawn and garden and pet
supplies, announced today that the Company's Board of Directors has authorized
the Company to spend up to $25 million to repurchase shares of its outstanding
common stock. The Company's stock closed at $14 1/8 today and the Company has
approximately 31 million shares outstanding.
Purchases would be made through brokers and dealers in the public
market or privately negotiated transactions with nonaffiliated stockholders.
"We are committed to our growth strategy, and because of our strong
financial position, the share repurchase program we are announcing today should
not in any way inhibit our ability to execute our growth strategy or to
aggressively pursue acquisition opportunities," said William E. Brown,
Chairman and Chief Executive Officer.
Brown continued, "We believe the price of our stock is currently
undervalued, making our stock an attractive investment opportunity."
Central Garden & Pet Company is the leading national distributor of
lawn and garden and pet supply products. Central offers customers a wide array
of value-added services designed to increase the sales and profitability of
both manufacturers and retailers, including inventory management, advertising
and promotional programs, in-store service and display building and sales
program development. Central also offers lines of proprietary branded products
which include Pennington/R/, Kaytee/R/, TFH/R/, Zodiac/R/, and Four Paws/R/
pet products, Island/R/ aquariums, Matthews/R/ redwood products and Grant's/R/
ant control products.
-more-
________________________________________________________________________________
<PAGE>
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements contained in this release which are not historical
facts are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by forward-looking statements. These risks are
described in the Company's Securities and Exchange Commission filings.
###
