|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: GROWTH STOCK PORTFOLIO, POS AMI, 1998-06-26 |
Next: CITATION COMPUTER SYSTEMS INC, NT 10-K, 1998-06-26 |
<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1998
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
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
<PAGE>
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, 1997 and 1996, Audited Statements of Changes in Net
Assets Available for Benefits, With Supplemental Information By Fund (Modified
Cash Basis) for the Years Ended December 31, 1997 and 1996, and Notes to
Financial Statements for the Years Ended December 31, 1997 and 1996.
2. Exhibit filed as a part of this annual report: Exhibit 23-Consent
of Deloitte & Touche LLP, independent auditors.
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 25, 1998 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, 1997 AND
1996, AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 1997, AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
TABLE OF CONTENTS Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS (MODIFIED CASH BASIS) FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996:
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, 1997:
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, 1997 and 1996, 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,
1997 and 1996, 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
<PAGE>
management. Such schedules and supplemental 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
May 20, 1998
---
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, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental information
----------------------------------------------------------------------------------
Central
Garden & Crabbe Dreyfus
Capital Pet Company Huson Dreyfus Dreyfus Strategic
Preservation Common Real Estate Appreciation S&P 500 Income
Fund Stock Fund Fund Fund Index Fund Fund
----------------- ------------ ----------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $ $ $102,559 $2,538,712 $5,524,009 $171,688
Common stock 7,310,074
Participant loans
---------- -------- ---------- ---------- --------
7,310,074 102,559 2,538,712 5,524,009 171,688
Investments at contract value:
Guaranteed investment contracts 4,941,215
---------- ---------- -------- ---------- ---------- --------
Total investments 4,941,215 7,310,074 102,559 2,538,712 5,524,009 171,688
Receivables:
Due from securities sold 15,800 11,998 37,511 1,234
Prior trustee 557
---------- ---------- ---------- --------
Total receivables 16,357 11,998 37,511 1,234
Cash (9,517) (10,432) 68,905
---------- ---------- -------- ---------- ---------- --------
Total assets 4,948,055 7,311,640 102,559 2,576,223 5,592,914 172,922
LIABILITIES:
Accounts payable
Total liabilities
NET ASSETS AVAILABLE FOR
BENEFITS $4,948,055 $7,311,640 $102,559 $2,576,223 $5,592,914 $172,922
========== ========== =========== ============ =========== =========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
------------------------------------------------------------------
Heartland Templeton
Value Foreign I Participant
Fund Fund loans Other Total
--------- --------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $522,782 $189,520 $ $15,078 $ 9,064,348
Common stock 7,310,074
Participant loans 411,383 411,383
-------- -------- --------- ---------- -----------
522,782 189,520 411,383 15,078 16,785,805
Investments at contract value:
Guaranteed investment contracts 4,941,215
-------- -------- --------- ---------- -----------
Total investments 522,782 189,520 411,383 15,078 21,727,020
Receivables:
Due from securities sold 761 67,304
Prior trustee 617 1,174
--------- -------- --------- ---------- -----------
Total receivables 761 617 68,478
Cash 837 (1,278) 48,515
--------- -------- --------- ------- -----------
Total assets 523,619 190,281 411,383 14,417 21,844,013
LIABILITIES:
Accounts payable (9,278) (9,278)
--------- -------- --------- ------- -----------
Total liabilities (9,278) (9,278)
--------- -------- --------- ------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $523,619 $190,281 $411,383 $ 5,139 $21,834,735
========= ========= ========= ======= ===========
See notes to financial statements
---
3
</TABLE>
<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
---------------------------------------------------------------------
Central Dreyfus
Garden & Short-
Capital Pet Company Dreyfus Dreyfus Intermediate
Preservation Common Growth & S&P 500 Government
Fund Stock Fund Income Fund Index Fund Fund
---------------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $ - $ 11,634 $3,199,597 $1,740,870 $991,650
Common stock 5,145,185
Participant loans
----------- ----------- ----------- ------------
Total investments at fair value 5,156,819 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 $5,156,819 $3,199,597 $1,740,870 $991,650
================ ========== =========== =========== ============
</TABLE>
<TABLE>
Supplemental information
------------------------------------------------
Fidelity
Magellan Participant
Fund loans Other Total
----------- ----------- -------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual fund $2,118,375 $ $27,747 $ 8,089,873
Common stock 5,145,185
Participant loans 407,516 407,516
----------- ----------- -------- ------------
Total investments at fair value 2,118,375 407,516 27,747 13,642,574
Investments at contract value:
Guaranteed investment contracts 3,720,056
----------- ----------- -------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $2,118,375 $407,516 $27,747 $17,362,630
=========== =========== ======== ===========
</TABLE>
See notes to financial statements.
---
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, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental information
---------------------------------------------------------------------------
Central
Garden & Crabbe
Capital Pet Company Huson Dreyfus Dreyfus
Preservation Common Real Estate Growth & S&P 500
Fund Stock Fund Fund Income Fund Index Fund
------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 1,225 $1,561,731 $ (5,448) $ 311,470 $ 666,869
Interest and dividend income 255,361 2,213 13,302 27,642 147,493
----------- ---------- -------- ----------- ----------
Total investment income 256,586 1,563,944 7,854 339,112 814,362
CONTRIBUTIONS:
Employer 294,386
Participants 766,335 480,872 15,285 244,584 385,600
----------- ---------- -------- ----------- ----------
Total contributions 766,335 775,258 15,285 244,584 385,600
----------- ---------- -------- ----------- ----------
Total additions 1,022,921 2,339,202 23,139 583,696 1,199,962
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (1,169,300) (281,445) (1,007) (62,749) (85,974)
Administrative expenses (6,876) (6,981) (71) (531) (7,184)
----------- ---------- -------- ----------- ----------
Total deductions (1,176,176) (288,426) (1,078) (63,280) (93,158)
----------- ---------- -------- ----------- ----------
NET INCREASE (DECREASE)
BEFORE TRANSFERS (153,255) 2,050,776 22,061 520,416 1,106,804
NET TRANSFERS:
Interfund transfers 1,233,641 104,045 80,498 (3,720,013) 2,745,240
----------- ---------- -------- ----------- ----------
NET INCREASE (DECREASE) 1,080,386 2,154,821 102,559 (3,199,597) 3,852,044
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,720,056 5,156,819 3,199,597 1,740,870
Transfer from prior trustee 147,613
----------- ---------- -------- ----------- ----------
End of year $ 4,948,055 $7,311,640 $102,559 $ - $5,592,914
=========== ========== ======== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
---------------------------------------------------------------------------
Dreyfus
Short- Dreyfus
Intermediate Dreyfus Strategic Fidelity Templeton
Government Appreciation Income Magellan Heartland Foreign I
Fund Fund Fund Fund Fund Fund
--------- ---------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ (11,184) $ 122,666 $ 3,353 $ 290,140 $(69,845) $(29,957)
Interest and dividend income 28,033 25,352 4,146 56,542 67,715 18,352
--------- ---------- -------- ----------- -------- --------
Total investment income 16,849 148,018 7,499 346,682 (2,130) (11,605)
CONTRIBUTIONS:
Employer
Participants 76,423 102,439 37,668 200,572 39,839 35,033
--------- ---------- -------- ----------- -------- --------
Total contributions 76,423 102,439 37,668 200,572 39,839 35,033
--------- ---------- -------- ----------- -------- --------
Total additions 93,272 250,457 45,167 547,254 37,709 23,428
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (164,474) (51,215) (443) (38,293) (445) (372)
Administrative expenses (175) (2,983) (135) (1,053) (306) (141)
--------- ---------- -------- ----------- -------- --------
Total deductions (164,649) (54,198) (578) (39,346) (751) (513)
--------- ---------- -------- ----------- -------- --------
NET INCREASE (DECREASE)
BEFORE TRANSFERS (71,377) 196,259 44,589 507,908 36,958 22,915
NET TRANSFERS:
Interfund transfers (920,273) 2,379,964 128,333 (2,626,283) 486,661 167,366
--------- ---------- -------- ----------- -------- --------
NET INCREASE (DECREASE) (991,650) 2,576,223 172,922 (2,118,375) 523,619 190,281
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 991,650 2,118,375
Transfer from prior trustee
--------- ---------- -------- ----------- -------- --------
End of year $ - $2,576,223 $172,922 $ - $523,619 $190,281
========= ========== ======== =========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
-------------------------------------
Participant
loans Other Total
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ $ (1) $ 2,841,019
Interest and dividend income
30,986 909 678,046
-------- --------- -----------
Total investment income 30,986 908 3,519,065
CONTRIBUTIONS:
Employer 294,386
Participants 78,633 2,463,283
-------- --------- -----------
Total contributions 78,633 2,757,669
-------- --------- -----------
Total additions 30,986 79,541 6,276,734
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (54,287) 57,894 (1,852,110)
Administrative expenses (24,895) (51,331)
-------- --------- -----------
Total deductions (54,287) 32,999 (1,903,441)
-------- --------- -----------
NET INCREASE (DECREASE)
BEFORE TRANSFERS (23,301) 112,540 4,373,293
NET TRANSFERS:
Interfund transfers 27,168 (135,148) (48,801)
-------- --------- -----------
NET INCREASE (DECREASE) 3,867 (22,608) 4,324,492
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 407,516 27,747 17,362,630
Transfer from prior trustee 147,613
-------- --------- -----------
End of year $411,383 $ 5,139 $21,834,735
======== ========= ===========
See notes to financial statements.
</TABLE>
---
5
<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
-----------------------------------------------------------
Central
Garden &
Capital Pet Company Dreyfus Dreyfus
Preservation Common Growth & S&P 500
Fund Stock Fund Income Fund Index Fund
----------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ - $2,675,788 $ (50,641) $ 182,387
Interest and dividend income 219,444 452,986 78,261
---------------- ------------ ---------- ----------
Total investment income 219,444 2,675,788 402,345 260,648
CONTRIBUTIONS:
Employer 231,189
Participants 225,991 160,366 453,704 207,263
---------------- ---------- ---------- ----------
Total contributions 225,991 391,555 453,704 207,263
---------------- ---------- ---------- ----------
Total additions 445,435 3,067,343 856,049 467,911
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (376,324) (163,545) (181,819) (27,957)
Administrative expenses (7,023) (3,578) (5,467) (2,058)
---------------- ---------- ---------- ----------
Total deductions (383,347) (167,123) (187,286) (30,015)
---------------- ---------- ---------- ----------
NET INCREASE BEFORE TRANSFERS 62,088 2,900,220 668,763 437,896
NET TRANSFERS:
Interfund transfers (290,241) 442,270 (100,344) 425,557
---------------- ---------- ---------- ----------
NET INCREASE (DECREASE) (228,153) 3,342,490 568,419 863,453
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,948,209 1,814,329 2,631,178 877,417
---------------- ---------- ---------- ----------
End of year $3,720,056 $5,156,819 $3,199,597 $1,740,870
================ ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental information
------------------------------------------------------------------------------
Dreyfus
Short-
Intermediate Fidelity
Government Magellan Participant
Fund 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) $ (114,402) $ $ $ 2,672,497
Interest and dividend income 59,118 342,978 25,252 1,447 1,179,486
------------- ----------------- --------------- ----------- ---------------
Total investment income 38,483 228,576 25,252 1,447 3,851,983
CONTRIBUTIONS:
Employer 231,189
Participants 153,150 485,795 36,927 1,723,196
------------- ----------------- --------------- ----------- ---------------
Total contributions 153,150 485,795 36,927 1,954,385
------------- ----------------- --------------- ----------- ---------------
Total additions 191,633 714,371 25,252 38,374 5,806,368
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (69,269) (63,766) (23,261) (905,941)
Administrative expenses (1,907) (3,375) 18,318 (5,090)
------------- ----------------- --------------- ----------- ---------------
Total deductions (71,176) (67,141) (23,261) 18,318 (911,031)
------------- ----------------- --------------- ----------- ---------------
NET INCREASE BEFORE TRANSFERS 120,457 647,230 1,991 56,692 4,895,337
NET TRANSFERS:
Interfund transfers (126,605) (451,702) 134,669 (33,604)
------------- ----------------- --------------- ----------- ---------------
NET INCREASE (DECREASE) (6,148) 195,528 136,660 23,088 4,895,337
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 997,798 1,922,847 270,856 4,659 12,467,293
------------- ----------------- --------------- ----------- ---------------
End of year $ 991,650 $2,118,375 $407,516 $ 27,747 $17,362,630
============= ================ =============== =========== ==============
See notes to financial statements.
</TABLE>
---
6
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
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 both 1997 and
1996) of compensation. The Company has contributed 25% and 30% of the first
6% of compensation contributed by participants to the Plan for 1997 and 1996,
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 1997 Company matching contribution was contributed in 1998.
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 eight investment options. The investment options were changed during 1997.
The investments in the funds which are no longer available were transferred to
the corresponding new fund. 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. The 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.
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.
---
7
<PAGE>
Dreyfus Strategic Income Fund: Seeks maximum current income by investing
-----------------------------
principally in a variety of income producing securities of both foreign and
domestic companies. The fund invests primarily in a variety of debt
securities as well as short-term money market instruments.
Dreyfus Appreciation Fund, Inc.: Seeks long-term capital growth consistent
-------------------------------
with preservation of capital. This is a common stock fund investing in
larger companies that have the potential to experience above average
earnings growth.
Templeton Foreign I Fund: Seeks long-term capital growth through a
------------------------
flexible policy of investing in stocks and debt obligations of companies
and governments outside the United States.
Heartland Value Fund: Seeks to achieve long-term capital appreciation by
--------------------
investing primarily in equity securities of small companies.
Crabbe Huson Real Estate Fund: Seeks to provide shareholders capital
-----------------------------
appreciation and income. Fund portfolio consists primarily of equity
securities, real estate investment trusts and other real estate industry
companies in mortgage-backed securities.
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 for 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, 1997, there were 107 such loans, with
contractual interest rates ranging between 7% to 10% and maturity dates
ranging from November 17, 1997, to July 1, 2007.
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 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 1996
balances to conform with the 1997 presentation.
---
8
<PAGE>
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.
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,
1997 and 1996, are separately identified in the following table:
<TABLE>
<CAPTION>
1997 1996
--------------- ---------------
<S> <C> <C>
Capital Preservation Fund $4,941,215 $3,720,056
Central Garden & Pet Company Common Stock Fund 7,310,074 5,145,185
Dreyfus Growth & Income Fund 3,199,597
Dreyfus Appreciation Fund 2,538,712
Dreyfus S&P 500 Index Fund 5,524,009 1,740,870
Dreyfus Short-Intermediate Government Fund 991,650
Fidelity Magellan Fund 2,118,375
</TABLE>
NOTE 4: DUE TO PARTICIPANTS WHO HAVE WITHDRAWN
As of December 31, 1997 and 1996, net assets available for benefits included
benefits of $894,304 and $1,080,471, 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,
1997 1996
----------------- ------------------
<S> <C> <C>
Net assets available for benefits as listed in the
financial statements $21,834,735 $17,362,630
Employer contributions receivable 352,800 294,386
Refund of excess contributions (48,000)
----------- -----------
Net assets available for benefits as listed in the Form 5500 $22,187,535 $17,609,016
=========== ===========
</TABLE>
The following is a reconciliation of contributions made during the year ended
December 31, 1997, as listed in the financial statements to the Form 5500:
<TABLE>
<S> <C>
Contributions as listed in the financial statements $2,757,669
Add:
Employer contributions paid in 1998 352,800
Less:
Employer contributions paid in 1997 (294,386)
Rollovers (reported as transfers on the Form 5500) (459,687)
----------
Contributions as listed in the Form 5500 $2,356,396
==========
</TABLE>
---
10
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
shares or Fair
Asset description par value Cost value
- ---------------------------------------------- --------------- ----------------- -----------------
<S> <C> <C> <C>
Capital Preservation Fund 4,941,215 $ 4,941,215 $ 4,941,215
Central Garden & Pet Company Stock Fund 278,479 4,092,368 7,310,074
Crabbe Huson Real Estate Fund 8,031 108,074 102,559
Dreyfus Appreciation Fund 78,404 2,490,139 2,538,712
Dreyfus S&P 500 Index Fund 195,195 4,830,937 5,524,009
Dreyfus Strategic Income Fund 11,477 169,934 171,688
Heartland Value Fund 15,435 596,858 522,782
Templeton Foreign I Fund 19,047 215,815 189,520
Participant loans 411,383 411,383
Other 15,077 15,077
----------- -----------
$17,871,800 $21,727,020
=========== ===========
</TABLE>
---
11
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Reportable transactions as defined in Section 2520.103.6 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA as
follows:
<TABLE>
<CAPTION>
Purchases
---------
Identity of
party involved Description Transactions Cost
- ------------------------------------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Series of transactions:
Capital Preservation Fund Mutual fund 123 $4,370,151
Fidelity Magellan Fund Mutual fund 27 319,247
Dreyfus Growth & Income Fund Mutual fund 26 336,687
Dreyfus S&P 500 Index Fund Mutual fund 99 4,736,186
Central Garden & Pet
Company Stock Fund Company stock 84 2,037,403
Dreyfus Short-Intermediate Mutual fund 20 200,352
Government Fund
Dreyfus Liquid Asset Fund Liquidity fund 510 4,358,815
Dreyfus Appreciation Fund Mutual fund 55 2,874,743
TBC Inc. Pooled Employee Fund Liquidity fund 27 750,956
Single transactions:
Fidelity Magellan Fund Mutual fund
Dreyfus Growth & Income Fund Mutual fund
Dreyfus Short-Intermediate Mutual fund
Government Fund
Dreyfus Appreciation Fund Mutual fund 1 2,397,473
Dreyfus Peoples Index Fund Mutual fund 1 3,383,453
</TABLE>
<TABLE>
<CAPTION>
Sales
-----
Identity of
party involved Transactions Amounts
- ------------------------------------------ ------------ ---------------
<S> <C> <C> <C>
Series of transactions:
Capital Preservation Fund 176 $3,222,761
Fidelity Magellan Fund 51 2,727,762
Dreyfus Growth & Income Fund 74 3,847,754
Dreyfus S&P 500 Index Fund 96 1,165,372
Central Garden & Pet
Company Stock Fund 71 2,392,912
Dreyfus Short-Intermediate 57 1,180,818
Government Fund
Dreyfus Liquid Asset Fund 194 4,370,781
Dreyfus Appreciation Fund 32 198,318
TBC Inc. Pooled Employee Fund 23 750,956
Single transactions:
Fidelity Magellan Fund 1 2,397,473
Dreyfus Growth & Income Fund 1 3,383,453
Dreyfus Short-Intermediate 1 900,300
Government Fund
Dreyfus Appreciation Fund
Dreyfus Peoples Index Fund
</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 May 20,
1998 (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, 1997.
DELOITTE & TOUCHE LLP
Seattle, Washington
June 25, 1998
|
|