<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1999
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, 1998
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:
Central Garden & Pet Company Investment Growth Plan
3697 Mt. Diablo Boulevard
Lafayette, California 94549
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, 1998 and 1997, Audited Statement
of Changes in Net Assets Available for Benefits, With Supplemental
Information By Fund (Modified Cash Basis) for the Year Ended December 31,
1998, and Notes to Financial Statements for the Year Ended December 31,
1998.
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 29, 1999 By: /s/ Elaine Fabbri
------------------------
Elaine Fabbri
Director of Benefits
and Compensation
<PAGE>
Central Garden &
Pet Company
Investment Growth Plan
Financial Statements (Modified Cash Basis)
as of December 31, 1998 and 1997 and for
the Year Ended December 31, 1998, Supplemental
Schedules as of and for the Year Ended
December 31, 1998, and Independent Auditors'
Report
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS (MODIFIED CASH BASIS) AS OF DECEMBER 31, 1998
AND 1997, AND FOR THE YEAR ENDED DECEMBER 31, 1998:
Statements of Net Assets Available for Benefits, with
Supplemental Information by Fund 2-3
Statement of Changes in Net Assets Available for Benefits, with
Supplemental Information by Fund 4
Notes to Financial Statements 5-7
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1998:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 8
Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1998 9
</TABLE>
<PAGE>
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, 1998 and 1997, and the related statement of
changes in net assets available for benefits (modified cash basis) for the year
ended December 31, 1998. 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 our 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,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 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 Fund Information in the statements
of net assets available for benefits and statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits for each fund. The supplemental schedules and
supplemental fund information 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.
May 28, 1999
<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL INFORMATION BY FUND (MODIFIED CASH BASIS)
DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Central
Garden &
Pet Company Dreyfus Dreyfus Dreyfus Capital Heartland Templeton
Common S&P 500 Appreciation Core Bond Preservation Value Foreign
Stock Fund Index Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $6,758,564 $3,447,147 $185,346 $5,931,737 $453,065 $190,729
Common stock $5,030,128
Cash 24,509
Participant loans
---------- ---------- ---------- -------- ---------- -------- --------
Total investments 5,054,637 6,758,564 3,447,147 185,346 5,931,737 453,065 190,729
---------- ---------- ---------- -------- ---------- -------- --------
Receivables:
Securities sold 3,804 1,832 854
---------- ---------- ---------- -------- ---------- -------- --------
Total receivables 3,804 1,832 854
---------- ---------- ---------- -------- ---------- -------- --------
Cash 32,921 2,433 4,941 1,680 3,963
---------- ---------- ---------- -------- ---------- -------- --------
Total assets 5,091,362 6,760,997 3,447,147 192,119 5,933,417 453,919 194,692
---------- ---------- ---------- -------- ---------- -------- --------
LIABILITIES:
Securities purchased 57,296 2,433 4,941 1,680 3,935
Administrative expenses payable
---------- ---------- ---------- -------- ---------- -------- --------
Total liabilities 57,296 2,433 4,941 1,680 3,935
---------- ---------- ---------- -------- ---------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $5,034,066 $6,758,564 $3,447,147 $187,178 $5,931,737 $453,919 $190,757
========== ========== ========== ======== ========== ======== ========
<CAPTION>
- --------------------------------------------------------------------------------------------
Crabbe Huson Variable
Real Estate Rate Liquid Participant
Fund Asset Fund Loans Total
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $58,183 $17,755 $17,042,526
Common stock 5,030,128
Cash 24,509
Participant loans $481,092 481,092
------- ------- -------- -----------
Total investments 58,183 17,755 481,092 22,578,255
------- ------- -------- -----------
Receivables:
Securities sold 6,490
------- ------- -------- -----------
Total receivables 6,490
------- ------- -------- -----------
Cash 45,938
------- ------- -------- -----------
Total assets 58,183 17,755 481,092 22,630,683
------- ------- -------- -----------
LIABILITIES:
Securities purchased 70,285
Administrative expenses payable 21,314 21,314
------- ------- -------- -----------
Total liabilities 21,314 91,599
------- ------- -------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $58,183 $(3,559) $481,092 $22,539,084
======= ======= ======== ===========
</TABLE>
-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>
- ------------------------------------------------------------------------------------------------------------------------
Central
Garden &
Pet Company Dreyfus Dreyfus Dreyfus Capital Heartland
Common S&P 500 Appreciation Core Bond Preservation Value
Stock Fund Index Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $5,524,009 $2,538,712 $171,688 $4,941,215 $522,782
Common stock $7,310,074
Participant loans
----------- ----------- ------------ --------- ---------- ---------
Total investments 7,310,074 5,524,009 2,538,712 171,688 4,941,215 522,782
----------- ----------- ------------ --------- ---------- ---------
Receivables:
Securities sold 11,998 37,511 1,234 15,800
Prior trustee 557
----------- ----------- ------------ --------- ---------- ---------
Total receivables 11,998 37,511 1,234 16,357
----------- ----------- ------------ --------- ---------- ---------
Cash (10,432) 68,905 (9,517) 837
----------- ----------- ------------ --------- ---------- ---------
Total assets 7,311,640 5,592,914 2,576,223 172,922 4,948,055 523,619
----------- ----------- ------------ --------- ---------- ---------
LIABILITIES:
Administrative expenses payable
----------- ----------- ------------ --------- ---------- ---------
Total liabilities
----------- ----------- ------------ --------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $7,311,640 $5,592,914 $2,576,223 $172,922 $4,948,055 $523,619
=========== =========== ============ ========= ========== =========
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Templeton Crabbe Huson Variable
Foreign Real Estate Rate Liquid Participant
Fund Fund Asset Fund Loans Total
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $189,520 $102,559 $15,078 $14,005,563
Common stock 7,310,074
Participant loans $411,383 411,383
--------- ------------ ------- ----------- -----------
Total investments 189,520 102,559 15,078 411,383 21,727,020
--------- ------------ ------- ----------- -----------
Receivables:
Securities sold 761 67,304
Prior trustee 617 1,174
--------- ------------ ------- ----------- -----------
Total receivables 761 617 68,478
--------- ------------ ------- ----------- -----------
Cash (1,278) 48,515
--------- ------------ ------- ----------- -----------
Total assets 190,281 102,559 14,417 411,383 21,844,013
--------- ------------ ------- ----------- -----------
LIABILITIES:
Administrative expenses payable 9,278 9,278
--------- ------------ ------- ----------- -----------
Total liabilities 9,278 9,278
--------- ------------ ------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $190,281 $102,559 $ 5,139 $411,383 $21,834,735
========= ============ ======= =========== ===========
</TABLE>
-3-
<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, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Central
Garden &
Pet Company Dreyfus Dreyfus Dreyfus Capital Heartland
Common S&P 500 Appreciation Core Bond Preservation Value
Stock Fund Index Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS (DEDUCTIONS) TO NET
ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $(3,441,735) $1,504,350 $ 780,907 $ (9,108) $ (9,579) $ (68,759)
Interest and dividend income 2,812 66,269 18,518 16,451 323,715 1,708
----------- ---------- ---------- -------- ---------- ---------
Total investment income (loss) (3,438,923) 1,570,619 799,425 7,343 314,136 (67,051)
----------- ---------- ---------- -------- ---------- ---------
CONTRIBUTIONS:
Employer 356,280
Participants 647,043 606,354 311,274 60,228 1,011,816 130,058
----------- ---------- ---------- -------- ---------- ---------
Total contributions 1,003,323 606,354 311,274 60,228 1,011,816 130,058
----------- ---------- ---------- -------- ---------- ---------
Net additions (reductions) (2,435,600) 2,176,973 1,110,699 67,571 1,325,952 63,007
----------- ---------- ---------- -------- ---------- ---------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 326,011 402,825 159,192 68,801 633,986 7,600
Administrative expenses 16,166 11,660 5,966 394 11,284 991
----------- ---------- ---------- -------- ---------- ---------
Total deductions 342,177 414,485 165,158 69,195 645,270 8,591
----------- ---------- ---------- -------- ---------- ---------
NET INCREASE (DECREASE) BEFORE
TRANSFERS (2,777,777) 1,762,488 945,541 (1,624) 680,682 54,416
NET TRANSFERS:
Interfund transfers 500,203 (596,838) (74,617) 15,880 303,000 (124,116)
----------- ---------- ---------- -------- ---------- ---------
NET INCREASE (DECREASE) (2,277,574) 1,165,650 870,924 14,256 983,682 (69,700)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 7,311,640 5,592,914 2,576,223 172,922 4,948,055 523,619
----------- ---------- ---------- -------- ---------- ---------
End of year $ 5,034,066 $6,758,564 $3,447,147 $187,178 $5,931,737 $ 453,919
=========== ========== ========== ======== ========== =========
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Templeton Crabbe Huson Variable
Foreign Real Estate Rate Liquid Participant
Fund Fund Asset Fund Loans Total
<S> <C> <C> <C> <C> <C>
ADDITIONS (DEDUCTIONS) TO NET
ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $(28,839) $(10,753) $(2,860) $(1,286,376)
Interest and dividend income 4,772 2,019 804 $ 34,671 471,739
-------- -------- ------- -------- -----------
Total investment income (loss) (24,067) (8,734) (2,056) 34,671 (814,637)
-------- -------- ------- -------- -----------
CONTRIBUTIONS:
Employer 356,280
Participants 67,272 30,484 2,864,529
-------- -------- ------- -------- -----------
Total contributions 67,272 30,484 3,220,809
-------- -------- ------- -------- -----------
Net additions (reductions) 43,205 21,750 (2,056) 34,671 2,406,172
-------- -------- ------- -------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 3,309 306 46,233 1,648,263
Administrative expenses 333 124 6,642 53,560
-------- -------- ------- -------- -----------
Total deductions 3,642 430 6,642 46,233 1,701,823
-------- -------- ------- -------- -----------
NET INCREASE (DECREASE) BEFORE
TRANSFERS 39,563 21,320 (8,698) (11,562) 704,349
NET TRANSFERS:
Interfund transfers (39,087) (65,696) 81,271
-------- -------- ------- -------- -----------
NET INCREASE (DECREASE) 476 (44,376) (8,698) 69,709 704,349
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 190,281 102,559 5,139 411,383 21,834,735
-------- -------- ------- -------- -----------
End of year $190,757 $ 58,183 $(3,559) $481,092 $22,539,084
======== ======== ======= ======== ===========
</TABLE>
-4-
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
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 Plan Document 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 $10,000 in 1998 and
$9,500 in 1997) of compensation. The Company has contributed 25% of the
first 6% of compensation contributed by participants to the Plan for 1998
and 1997. 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 1998 Company matching contribution was contributed in
1999. Company contributions are made in Company Stock.
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 - Upon enrollment in the Plan, a participant may direct
employee contributions in any of eight investment options. The following
are the available Plan choices and descriptions obtained from the
investment prospectus (or Plan description for Common Stock Fund):
Central Garden & Pet Company Common Stock Fund - The Fund invests in shares
of common stock of the Company.
Dreyfus S&P 500 Index Fund - The 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.
Dreyfus Appreciation Fund, Inc. - The Fund 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.
-5-
<PAGE>
Dreyfus Core Bond Fund (formerly Dreyfus Strategic Income Fund) - The 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.
Capital Preservation Fund - The 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.
Heartland Value Fund - The Fund seeks to achieve long-term capital
appreciation by investing primarily in equity securities of small
companies.
Templeton Foreign Fund - The 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.
Crabbe Huson Real Estate Fund - The 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.
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.
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 paid in Company stock.
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 - Administrative expenses associated with the Plan
are paid for by the Company and the Plan.
Reclassifications: Certain prior year amounts have been reclassified to
conform with the current year presentation.
-6-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements have been
prepared on the modified cash basis under which certain revenues are
recognized when received, disbursements are recognized when made and
contributions are recorded as received. Additionally, investments are
reflected at fair value. Accordingly, the financial statements are not
intended to present net assets of the Plan in conformity with generally
accepted accounting principles.
Investment Valuation and Income Recognition - Investments in mutual funds
and common stock are stated at fair value, which is determined by quoted
market prices. Purchases and sales of securities are recorded on a trade-
date basis. Participant loans are carried at the unpaid principal balance,
which approximates fair value.
Payment of Benefits - Benefits are recorded when paid.
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets at December
31, 1998 and 1997, are separately identified in the following table:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Central Garden & Pet Company Common Stock Fund $5,054,637 $7,310,074
Dreyfus S&P 500 Index Fund 6,758,564 5,524,009
Dreyfus Appreciation Fund 3,447,147 2,538,712
Capital Preservation Fund 5,931,737 4,941,215
</TABLE>
4. PARTY-IN-INTEREST TRANSACTIONS
The Plan's investments include Central Garden & Pet Company common stock
and Dreyfus Investment Funds, representing party-in-interest transactions
that qualify as exempt prohibited transactions.
5. SUBSEQUENT EVENT
During 1999, the Company intends to merge the employee benefit plans of the
following subsidiaries of the Company into the Central Garden & Pet Company
Investment Growth Plan: Ezell Nursery Supply, Kaytee Products, T.F.H.
Publications, Pennington Seed, Seeds West and Wellmark International.
******
-7-
<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Number of
Shares or Fair
Identity Description Par Value Cost Value
<S> <C> <C> <C> <C>
Central Pet & Garden Stock Fund*
Central Garden & Pet Stock Common Stock 349,922 $ 5,842,727 $ 5,030,128
TBC Inc. Pooled Fund Liquidity Fund 24,509 24,509 24,509
----------- -----------
5,867,236 5,054,637
Dreyfus Funds*
S&P 500 Index Fund Mutual Fund 185,726 4,847,017 6,758,564
Appreciation Fund Mutual Fund 81,938 2,745,346 3,447,147
Core Bond Fund Mutual Fund 12,712 190,059 185,346
LaSalle Capital Preservation Fund Mutual Fund 5,931,737 5,931,737 5,931,737
Variable Rate Liquid Asset Fund Liquidity Fund 17,755 17,755 17,755
Heartland Value Fund Mutual Fund 15,468 548,345 453,065
Templeton Foreign Fund Mutual Fund 22,733 236,210 190,729
Crabbe Huson Real Estate Fund REIT 5,536 68,588 58,183
Participation Loans* Interest rates from 7%-10% 481,092 481,092 481,092
----------- -----------
Total Investments $20,933,385 $22,578,255
=========== ===========
</TABLE>
*Party-in-interest, as defined by the ERISA.
-8-
<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
ITEM 27d - SCHEDULE OF REPORTABLE 5% TRANSACTIONS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Number of Purchase Selling Current Net
Identity Description Transactions Price Price Value Gain
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Central Garden & Pet Company
Stock Fund* Company stock 133 $3,329,387 $ - $3,229,387 $ -
Dreyfus S&P 500 Index Fund* Mutual fund 55 1,043,786 - 1,043,786 -
Dreyfus Appreciation Fund* Mutual fund 78 1,039,015 - 1,039,015 -
La Salle Capital Preservation Fund* Mutual fund 62 2,478,422 - 2,478,422 -
TBC Inc. Pooled Employee Fund* Liquidity fund 119 3,215,547 - 3,215,547 -
Sales:
Central Garden & Pet Company
Stock Fund* Company stock 103 1,451,215 2,358,332 - 907,117
Dreyfus S&P 500 Index Fund* Mutual fund 87 1,095,498 1,374,435 - 278,937
Dreyfus Appreciation Fund* Mutual fund 71 831,604 939,796 - 108,192
La Salle Capital Preservation Fund* Mutual fund 109 1,827,415 1,827,415 - -
TBC Inc. Pooled Employee Fund* Liquidity fund 99 3,191,038 3,191,038 - -
</TABLE>
* Party-in-interest, as defined by ERISA.
-9-
<PAGE>
EXHIBIT 23
[LOGO] [LETTERHEAD OF DELOITTE & TOUCHE APPEARS HERE]
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 28,
1999 (which includes an explanatory paragraph relating to the modified cash
basis of accounting), appearing in this Annual Report on Form 11 K of the
Central Garden & Pet Company Investment Growth Plan for the year ended December
31, 1998.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
San Francisco, California
June 24, 1999
