<PAGE>
As filed with the Securities and Exchange Commission on June 28, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1999
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 (Modified Cash
Basis) as of December 31, 1999 and 1998, Audited Statement of Changes in Net
Assets Available for Benefits, With Supplemental Information (Modified Cash
Basis) for the Year Ended December 31, 1999, and Notes to Financial Statements
for the Year Ended December 31, 1999.
2. Exhibit filed as part of this annual report: Exhibit 23 - Consent of
Deloitte and 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 28, 2000 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, 1999 and 1998 and for
the Year Ended December 31, 1999, Supplemental
Schedules as of and for the Year Ended
December 31, 1999, 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, 1999
AND 1998, AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Statements of Net Assets Available for Benefits 2-3
Statement of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-8
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Schedule of Assets Held for Investment Purposes as of December 31, 1999 9
Schedule of Reportable 5% Transactions for the 10
Year Ended December 31, 1999
</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, 1999 and 1998, and the related statement of
changes in net assets available for benefits (modified cash basis) for the year
ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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 accounting principles generally accepted in the
United States of America.
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,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 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 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 schedules 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.
April 17, 2000
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<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
DECEMBER 31, 1999
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Central
Garden &
Pet Company Participant
Common Directed Participant
Stock Fund Investments Loans Total
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Common stock $3,886,458 $ 3,886,458
Mutual funds $ 7,316,175 7,316,175
Participant loans $432,474 432,474
---------- ----------- -------- -----------
Total investments 3,886,458 7,316,175 432,474 11,635,107
---------- ----------- -------- -----------
Receivables:
Cash in transit 12,507,879 12,507,879
Accrued income 58,532 58,532
----------- -----------
Total receivables - 12,566,411 - 12,566,411
---------- ----------- -------- -----------
Total assets 3,886,458 19,882,586 432,474 24,201,518
---------- ----------- -------- -----------
LIABILITIES:
Administrative expenses payable (25) (155) (180)
---------- ----------- -----------
Total liabilities (25) (155) (180)
---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $3,886,433 $19,882,431 $432,474 $24,201,338
========== =========== ======== ===========
See notes to financial statements.
</TABLE>
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<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Central
Garden &
Pet Company Participant
Common Directed Participant
Stock Fund Investments Loans Total
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Mutual funds $17,042,526 $17,042,526
Common stock $5,030,128 5,030,128
Cash 24,509 24,509
Participant loans $481,092 481,092
---------- ----------- -------- -----------
Total investments 5,054,637 17,042,526 481,092 22,578,255
Receivables -
Securities sold 3,804 2,686 6,490
Cash 32,921 13,017 45,938
---------- ----------- -----------
Total assets 5,091,362 17,058,229 481,092 22,630,683
---------- ----------- -------- -----------
LIABILITIES:
Securities purchased (57,296) (12,989) (70,285)
Administrative expenses payable (21,314) (21,314)
---------- ----------- -----------
Total liabilities (57,296) (34,303) (91,599)
---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $5,034,066 $17,023,926 $481,092 $22,539,084
========== =========== ======== ===========
See notes to financial statements.
</TABLE>
-3-
<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Central
Garden &
Pet Company Participant
Common Directed Participant
Stock Fund Investments Loans Total
<S> <C> <C> <C> <C>
ADDITIONS (DEDUCTIONS)
TO NET ASSETS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $(1,476,026) $ 1,768,591 $ 292,565
Interest and dividend income 825 459,255 $ 37,527 497,607
----------- ----------- -------- -----------
Total investment income (loss) (1,475,201) 2,227,846 37,527 790,172
----------- ----------- -------- -----------
CONTRIBUTIONS:
Employer 425,180 425,180
Participants 532,095 2,158,059 2,690,154
Net interfund transfers (425,288) 401,206 24,082 -
----------- ----------- -------- -----------
Total contributions 531,987 2,559,265 24,082 3,115,334
----------- ----------- -------- -----------
Net additions (reductions) (943,214) 4,787,111 61,609 3,905,506
----------- ----------- -------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 195,922 1,896,477 110,227 2,202,626
Administrative expenses 8,497 32,129 40,626
----------- ----------- -----------
Total deductions 204,419 1,928,606 110,227 2,243,252
----------- ----------- -------- -----------
NET INCREASE (DECREASE) (1,147,633) 2,858,505 (48,618) 1,662,254
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 5,034,066 17,023,926 481,092 22,539,084
----------- ----------- -------- -----------
End of year $ 3,886,433 $19,882,431 $432,474 $24,201,338
=========== =========== ======== ===========
See notes to financial statements.
</TABLE>
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<PAGE>
CENTRAL GARDEN & PET COMPANY
INVESTMENT GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
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 1999) of
compensation. The Company contributed 25% of the first 6% of compensation
contributed by participants to the Plan for 1999 and 1998. 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 1999 Company
matching contribution ($417,195) was contributed in 2000. 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. Company
contributions are made to the Company Stock Fund. 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.
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<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 a 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 accounting
principles generally accepted in the United States of America.
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.
New Accounting Pronouncement - In 1999, the Plan adopted Statement of
Position 99-3, Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters issued by the Accounting
Standards Executive Committee of the American Institute of Certified Public
Accountants. As a result, the Plan's financial statements do not include the
by-fund disclosures.
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets at December
31, 1999 and 1998, are separately identified in the following table:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Central Garden & Pet Company Common Stock Fund $ - $5,054,637 *
Dreyfus S&P 500 Index Fund - 6,758,564
Dreyfus Appreciation Fund - 3,447,147
Capital Preservation Fund 7,313,212 5,931,737
</TABLE>
*Non participant-directed
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
Effective January 1, 2000, the Board of Directors adopted an amended and
restated Central Garden & Pet Investment Growth Plan (the "Plan"). Such
amendment included the adoption of the Plan by other subsidiaries of the
Company and the merger of plans of other subsidiaries into the Plan, at the
discretion of management. As of March 1, 2000, the subsidiary Wellmark
International, Inc., became a sponsoring employer of the Plan, and the
Wellmark International, Inc. Investment Growth Plan was merged into the Plan
effective the same date.
In conjunction with the amendment and restatement, the Board of Directors
further approved the appointment of Fleet National Bank as successor trustee
of the Plan, replacing the current year trustee, Dreyfus Trust Company; and
the appointment of Aetna Financial Services as successor recordkeeper of
-7-
<PAGE>
the Plan, replacing the current year recordkeeper, Dreyfus Retirement
Services. Trustee and recordkeeper changes were also adopted effective
January 1, 2000.
******
-8-
<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares or Fair
Identity Description Par Value Cost Value
<S> <C> <C> <C> <C>
Central Pet & Garden Stock Fund** 374,598.361 $ 3,886,458 $ 3,886,458
Dreyfus Investment Funds*
Core Bond Fund Mutual Fund 121.786 1,792 1,737
LaSalle Capital Preservation Fund Mutual Fund 7,313,212.000 7,313,212 7,313,212
Variable Rate Liquid Asset Fund Liquidity Fund 1,226.000 1,226 1,226
Participation Loans* Interest rates from 7%-10% 432,474.230 432,474 432,474
----------- -----------
Total Investments $11,635,162 $11,635,107
=========== ===========
</TABLE>
*Party-in-interest, as defined by ERISA.
**Non participant-directed
-9-
<PAGE>
CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN
SCHEDULE OF REPORTABLE 5% TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Purchase Selling Current Net
Identity Description Transactions Price Price Value Gain (Loss)
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Central Garden & Pet Company
Stock Fund** Company stock 87 $1,525,028 $ - $1,525,028 $ -
Dreyfus S&P 500 Index Fund* Mutual fund 90 1,749,237 - 1,749,237 -
Dreyfus Appreciation Fund* Mutual fund 78 994,926 - 994,926 -
Heartland Value Fund Mutual fund 40 292,217 - 292,217 -
La Salle Capital Preservation Fund* Mutual fund 57 2,341,779 - 2,341,779 -
TBC Inc. Pooled Employee Fund* Liquidity fund 103 1,377,829 - 1,377,829 -
Sales:
Central Garden & Pet Company
Stock Fund** Company stock 107 2,102,750 1,483,781 - (618,969)
Dreyfus S&P 500 Index Fund* Mutual fund 62 6,743,602 9,847,704 - 3,104,102
Dreyfus Appreciation Fund* Mutual fund 62 3,783,396 4,774,832 - 991,436
Heartland Value Fund Mutual fund 53 841,861 837,222 - (4,639)
La Salle Capital Preservation Fund* Mutual fund 83 1,319,111 1,319,111 - -
TBC Inc. Pooled Employee Fund* Liquidity fund 79 1,402,319 1,402,319 - -
</TABLE>
*Party-in-interest, as defined by ERISA.
**Non participant-directed
-10-
