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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) FEBRUARY 17, 1998
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CENTRAL GARDEN & PET COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20242 68-0275553
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3697 MT. DIABLO BOULEVARD, LAFAYETTE, CALIFORNIA 94549
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 283-4573
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INAPPLICABLE
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(Former name or former address if changed since last report)
Exhibit Index located on page 3
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ITEM 5. OTHER EVENTS
On February 17, 1997, Central Garden & Pet Company issued a press
release announcing that it had signed a definitive agreement to
acquire Pennington Seed, Inc., a manufacturer of proprietary branded
grass and wild bird seed, including such brand names as Pennington
Seed(R), Green Charm(R), Penkoted(R) and Eliminator(R).
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) See attached Exhibit Index.
2
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EXHIBIT INDEX
Number Exhibit Page Number
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99.1 Pennington Press Release dated February 17, 1998. 5
3
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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/ Robert B. Jones
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Robert B. Jones, Vice President
and Chief Financial Officer
Dated: February 27, 1998
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[LETTERHEAD OF CENTRAL GARDEN & PET]
FOR IMMEDIATE RELEASE
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CENTRAL GARDEN & PET TO ACQUIRE PENNINGTON SEED
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LAFAYETTE, CA, February 17, 1998 - Central Garden & Pet Company
(NASDAQ:CENT) today announced that it has entered into a definitive agreement to
acquire Pennington Seed, Inc., a manufacturer of proprietary branded grass and
wild bird seed, including such brand names as Pennington Seed(R), Green
Charm(R), Penkoted(R) and Eliminator(R). The Company is also a manufacturer and
distributor of lawn and garden products. Terms were not disclosed.
Pennington Seed reported consolidated annual sales of approximately $300
million in 1997. Pennington's principal customers include large national chains
such as Wal-Mart, Kmart, Lowes and Home Depot as well as independent retailers.
Based in Madison, Georgia, Pennington has approximately 750 employees.
"The acquisition of Pennington is another exciting step forward in the
development of our branded products business, and at the same time, strengthens
our lawn and garden distribution franchise," said William E. Brown, Chairman and
Chief Executive Officer of Central. "We are particularly pleased that Sonny
Pennington, President of Pennington, and the Pennington management team, who are
very highly respected throughout the industry, will be joining the Central
team."
Sonny Pennington commented, "All of us at Pennington are very excited about
the prospects of combining our businesses with Central. We are confident that
by joining forces, we will be able to provide our customers with an even higher
level of quality products and services."
Upon closing, Sonny Pennington will become a member of Central's Board of
Directors and the Pennington family will be one of the largest shareholders of
Central.
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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 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.
"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.
