CENTRAL GARDEN & PET COMPANY
8-K, 1998-06-30
MISCELLANEOUS NONDURABLE GOODS
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<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
                                        


<TABLE>
<CAPTION>
<S>                                                         <C> 
Date of Report (Date of earliest event reported)           June 26, 1998
                                                ----------------------------------------------  
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<TABLE>
<CAPTION>
<S>                                             <C> 
                                 CENTRAL GARDEN & PET COMPANY
- ----------------------------------------------------------------------------------------------
                    (Exact name of registrant as specified in its charter)
</TABLE>



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<S>                                        <C>                                  <C>
DELAWARE                                    0-20242                         68-0275553
- --------------------------------------------------------------------------------------------------
(State or other jurisdiction            (Commission File                    (IRS Employer
of incorporation)                           Number)                      Identification No.)
</TABLE>


<TABLE>
<S>                                                                            <C>
3697 MT. DIABLO BOULEVARD, LAFAYETTE, CALIFORNIA                                     94549
- ------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                          (Zip Code)
</TABLE>
                                        

<TABLE>
<S>                                                 <C>
Registrant's telephone number, including area code                 (510) 283-4573
                                                  ----------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C> 
                                         INAPPLICABLE
- ----------------------------------------------------------------------------------------------
                 (Former name or former address if changed since last report)
</TABLE>



Exhibit Index located on page 3
<PAGE>
 
ITEM 5.  OTHER EVENTS

          On June 26, 1998, Central Garden & Pet Company issued a press release
          welcoming Monsanto Company's announced sale of Ortho to The Scotts
          Company, and an agreement for Scotts to market Roundup.

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 June 26, 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/ William E. Brown
                             --------------------
                             William E. Brown, Chairman
                             and Chief Executive Officer

Dated:  June 30, 1998

                                       4

<PAGE>
 
                                                                    EXHIBIT 99.1

                       [CENTRAL GARDEN & PET LETTERHEAD APPEARS HERE]


FOR IMMEDIATE RELEASE
- ---------------------


                                        Contacts:   Gregory Reams
                                                    Central Garden & Pet
                                                    (510) 283-4573

                                                    Paul Verbinnen/Debbie Miller
                                                    Sard Verbinnen & Co.
                                                    (212) 687-8080


                         CENTRAL GARDEN & PET WELCOMES
                        MONSANTO AGREEMENT WITH SCOTTS

                         ----------------------------

        LAFAYETTE, CALIFORNIA, June 26, 1998 -- Central Garden & Pet Company 
(NASDAQ:CENT) -- master agent/distributor for Solaris products nationwide, 
including the Ortho, Roundup and GreenSweep lawn and garden products -- today 
welcomed Monsanto Company's announced sale of Ortho to The Scotts Company (NYSE:
SMG), and an agreement for Scotts to market Roundup.

        Said William E. Brown, Chairman and Chief Executive Officer, "We're 
pleased that Scotts -- with whom we have had an excellent relationship for many 
years on Miracle-Gro/R/ and other brands -- has emerged as the buyer of Ortho 
and steward of the Roundup brand. Scotts is a proven builder of excellent brands
and consumer products for lawn and garden and other businesses and we look 
forward to the likelihood of expanding our relationship with them."
        
        Under its 1995 agreement with Solaris, Central -- as master agent/ 
distributor for Solaris products -- maintains a nationwide network of 
sub-distributors carrying Solaris products, and provides a wide range of 
value-added services to Solaris retailers including logistics, order processing 
and fulfillment, inventory distribution and merchandising. The agreement 
continues until September 30, 1999.

        "While we have enjoyed a good and mutually productive relationship with 
Solaris over the past few years, we had indicated to Solaris our interest in 
achieving modifications to the contract that we believe would have been in the 
best interests of both parties. At the appropriate time, we intend to discuss 
our ideas with Scotts."

                                    -more-
<PAGE>
 
                                       2


        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.


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