CENTRAL GARDEN & PET COMPANY
8-K, 2000-03-31
MISCELLANEOUS NONDURABLE GOODS
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                      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



Date of Report (Date of earliest event reported)          March 29, 2000
                                                --------------------------------

                         Central Garden & Pet Company
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                       0-20242                 68-0275553
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission File           (IRS Employer
     of incorporation)                    Number)            Identification No.)


3697 Mt. Diablo Boulevard, Lafayette, California                    94549
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code         (925) 283-4573
                                                  ------------------------------

                                 Inapplicable
- --------------------------------------------------------------------------------
         (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 March 29, 2000, Central Garden & Pet Company (the "Company") issued
         a press release announcing that it has acquired the AMDRO(R) and
         IMAGE(R) product lines from American Cyanamid.

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
- ------   -------                                                     -----------
 99.1    Press Release dated March 29, 2000.                              5
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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
                                        ----------------------------------------
                                        Robert B. Jones, Vice President, Finance

Dated:  March 30, 2000

<PAGE>

                                                                    EXHIBIT 99.1

[LOGO OF CENTRAL GARDEN & PET]
                                                                Corporate Office
                                                3697 Mt. Diablo Blvd., Suite 310
                                                             Lafayette, CA 94549
                                                                  (925) 283-4573
                                                              Fax (925) 283-4984
FOR IMMEDIATE RELEASE

                                     Contacts:   Gregory Reams
                                                 Central Garden & Pet
                                                 (925) 283-4573

                 CENTRAL GARDEN & PET ACQUIRES AMDRO AND IMAGE
                 CONSUMER PRODUCT LINES FROM AMERICAN CYANAMID
                       _________________________________

     LAFAYETTE, Calif.--(BUSINESS WIRE)--March 29, 2000--Central Garden & Pet
Company (NASDAQ: CENT), the nation's leading manufacturer, supplier, and
merchandiser of consumer lawn and garden and pet supply products, today
announced that its has acquired the AMDRO(R) and IMAGE(R) consumer product lines
from American Cyanamid, the agricultural products division of American Home
Products Corporation (NYSE: AHP), for approximately $28 million.

     AMDRO(R) Fire Ant Bait is the leading fire ant bait product available in
the consumer market. IMAGE(R) Consumer Concentrate is a selective herbicide for
the control of difficult weeds in Southern turf, such as nutsedge, dollarweed,
wild onion and garlic, Virginia buttonweed and others. Both products, which are
sold primarily in the Southern and Southeastern markets, have a strong presence
with such key retailers as Wal-Mart, Home Depot, Ace, Lowe's, TrueServe and
Target.

     "The acquisition of the AMDRO(R) and IMAGE(R) product lines is an excellent
strategic move that will enhance Central's already strong portfolio of lawn and
garden branded product offerings," said William E. Brown, Chairman and Chief
Executive Officer of Central. "Both product lines have top brand awareness in
their respective categories and we look forward to continuing to grow these
outstanding brands using Central's consumer branded strategies."

     Central Garden & Pet Company is the nation's leading manufacturer,
supplier, and merchandiser of consumer lawn and garden and pet supply products.
Central's proprietary branded products include 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 its retail and branded manufacturing partners a wide
array of value-added services proven to increase sales and profitability,
including logistics and distribution support, inventory management, advertising
and promotional programs, in-store
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merchandising service, and sales program development. For additional information
on Central Garden & Pet, including access to the Company's SEC filings, please
visit the Company's website at http://www.centralgardenandpet.com.

     "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; responsibility for obsolete inventory
and for non-payment by Solaris' direct sales accounts; and costs associated with
the realignment of the Company's lawn and garden distribution operations to
reflect anticipated business levels for the fiscal year 2000.

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