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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) July 12, 1999
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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 (925) 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 July 12, 1999, Central Garden & Pet Company (the "Company") issued
a press release announcing changes in distribution services for The
Scotts Company.
Item 7. Financial Statement and Exhibits
(a) Not applicable
(b) Not applicable
(c) See attached Exhibit Index.
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EXHIBIT INDEX
Number Exhibit Page Number
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99.1 Press Release dated July 12, 1999. 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, Chief
Financial Officer and Secretary
Dated: July 12, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Gregory Reams
Central Garden & Pet
925/283-4573
CENTRAL GARDEN & PET COMPANY ANNOUNCES CHANGES
IN DISTRIBUTION SERVICES FOR THE SCOTTS COMPANY
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LAFAYETTE, CALIFORNIA, July 12, 1999 - Central Garden & Pet Company
(NASDAQ: CENT) today announced that it has learned from The Scotts Company
(NYSE: SMG) that Scotts intends to alter its distribution system for certain
products, including the Ortho(R) and Miracle-Gro(R) products and Monsanto
Company's consumer Roundup(R) products for which Scotts acts as Monsanto's
exclusive sales agent.
Currently, Central distributes Ortho and Roundup products under an
exclusive distribution agreement that expires in September 1999. Scotts has
indicated to Central that following the expiration of this agreement, Scotts
intends to distribute Ortho and Roundup products through a system that involves
a combination of distributors, of which Central will be the largest, as well as
through direct sales by Scotts to certain major retailers. In addition, it is
Central's understanding that Scotts intends to sell Miracle-Gro directly to
certain retailers.
For the current year ending September 1999, the business likely to be
taken over next year by Scotts is estimated to be approximately $200-250 million
in sales. The gross profit associated with these sales in the current year is
approximately $15-25 million (4%-7% of estimated total gross profit for the
current year). Central expects this loss of gross profit to be significantly
offset next year with expense reductions and other business growth.
Due to the changes in Scotts' distribution system, Central's inventory
of Scotts products and the related payables are likely to be reduced by an
amount that is presently estimated to be in excess of $100 million.
Additionally, Central expects that it will take steps to realign its lawn and
garden distribution operations to reflect business levels for the fiscal year
2000. As a result, Central expects to record substantial one-time charges in
the fiscal year ending September 1999.
-more-
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Central Garden & Pet Company is the nation's leading supplier of
consumer lawn and garden and pet supply products and a manufacturer of
proprietary branded products, including Pennington Seed(R), Kaytee(R), TFH(R),
Nylabone(R), Zodiac(R), and Four Paws(R) pet products, Island(R) aquariums,
Matthews(R) Four Seasons products and Grant's(R) ant control 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.
"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, including, without
limitation, the final accounting for all issues between the Company and Monsanto
under the Solaris Agreement, such as the amounts receivable from Monsanto for
cost reimbursements, payments for cost reductions and payments for services; the
amounts payable to Monsanto for inventory; and responsibility for obsolete
inventory and for non-payment by Solaris' direct sales accounts.
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