<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Central Garden & Pet Company
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(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
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(3) Per unit price or other underlying value of transaction computed
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
<PAGE>
[CENTRAL GARDEN & PET COMPANY LOGO]
CENTRAL GARDEN & PET COMPANY
3697 Mt. Diablo Boulevard
Lafayette, California 94549
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Monday, February 12, 2001, 10:30 A.M.
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Central
Garden & Pet Company will be held at the LAFAYETTE PARK HOTEL, 3287 Mt. Diablo
Boulevard, Lafayette, California, on Monday, February 12, 2001, at 10:30 A.M.
for the following purposes:
(1) To elect six directors.
(2) To transact such other business as may properly come before the
meeting.
Only stockholders of record on the books of the Company as of 5:00 P.M.,
January 5, 2001, will be entitled to vote at the meeting and any adjournment
thereof. A complete list of the Company's stockholders entitled to vote at the
meeting will be available for examination by any stockholder for ten days
prior to the meeting during normal business hours at the Company's offices at
3697 Mt. Diablo Boulevard, Lafayette, California.
Dated: January 9, 2001 By Order of the Board of Directors
Lee D. Hines, Jr., Secretary
STOCKHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE.
<PAGE>
CENTRAL GARDEN & PET COMPANY
3697 Mt. Diablo Boulevard
Lafayette, California 94549
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Central Garden
& Pet Company (the "Company") to be used at the Annual Meeting of Stockholders
on February 12, 2001, for the purposes set forth in the foregoing notice. This
proxy statement and the enclosed form of proxy were first sent to stockholders
on or about January 15, 2001.
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors. Any stockholder signing a proxy in the form
accompanying this Proxy Statement has the power to revoke it prior to or at
the Annual Meeting. A proxy may be revoked by a writing delivered to the
Secretary of the Company stating that the proxy is revoked, by a subsequent
proxy signed by the person who signed the earlier proxy, or by attendance at
the Annual Meeting and voting in person.
VOTING SECURITIES
Only stockholders of record on the books of the Company as of 5:00 P.M.,
January 5, 2001, will be entitled to vote at the Annual Meeting.
As of the close of business on January 5, 2001, there were outstanding
16,741,427 shares of Common Stock of the Company, entitled to one vote per
share, and 1,656,462 shares of Class B Stock of the Company, entitled to the
lesser of ten votes per share or 49% of the total votes cast. Holders of
Common Stock and Class B Stock will vote together on all matters presented to
the stockholders for their vote or approval at the meeting, including the
election of directors. The holders of a majority of the outstanding shares of
the stock of the Company, present in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting or any
adjournment thereof.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions and
broker non-votes as shares that are present and entitled to vote for purposes
of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a
vote. With regard to the election of directors, votes may be cast "For" or
"Withhold Authority" for each nominee; votes that are withheld will be
excluded entirely from the vote and will have no effect. If a broker indicates
on the proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
1
<PAGE>
ELECTION OF DIRECTORS
The persons named below are nominees for director to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected. The nominees constitute the present Board of Directors. In the
absence of instructions to the contrary, shares represented by the proxy will
be voted and the proxies will vote for the election of all such nominees to
the Board of Directors. If any of such persons is unable or unwilling to be a
candidate for the office of director at the date of the Annual Meeting, or any
adjournment thereof, the proxies will vote for such substitute nominee as
shall be designated by the proxies. Management has no reason to believe that
any of such nominees will be unable or unwilling to serve if elected a
director. Set forth below is certain information concerning the nominees which
is based on data furnished by them.
<TABLE>
<CAPTION>
Served as
Business Experience During Past Director
Nominees for Director Age Five Years and Other Information Since
--------------------- --- ----------------------------------- ---------
<C> <C> <S> <C>
William E. Brown.......... 59 Chairman of the Board and Chief 1980
Executive Officer since 1980.
Glenn W. Novotny.......... 53 President since June 1990. Prior to 1990
June 1990, Mr. Novotny was with
Weyerhaeuser Corporation in a
variety of capacities.
Brooks M. Pennington III.. 46 Chief Executive Officer of 1998
Pennington Seed Inc., a business
which was acquired by the Company
in February 1998, since June 1994.
Lee D. Hines, Jr. ........ 54 Vice President, Chief Financial 1992
Officer and Secretary since January
2000. Mr. Hines was a self-employed
consultant from June 1993 until
January 2000. From April 1991 until
June 1993, Mr. Hines was Executive
Vice President and Chief Financial
Officer of the Company.
Daniel P. Hogan, Jr. ..... 72 Self-employed consultant. Prior to 1993
his retirement in 1987, Mr. Hogan
was a Vice President of Chevron
Chemical Company and General
Manager of its Ortho Consumer
Products Division.
Bruce A. Westphal......... 60 Chairman of Bay Alarm Company, a 1999
security systems company since
1984. Mr. Westphal is also Chairman
of InReach Internet, a provider of
internet services, and President of
Balco Properties, a real estate
development and management company.
Mr. Westphal was also Chairman of
PacWest Telecom from 1994 to 1998.
</TABLE>
In February 1998, the Company acquired Pennington Seed, Inc. ("PSI").
Pursuant to the acquisition agreement, Brooks M. Pennington III was appointed
to the Company's Board of Directors. William E. Brown, the Company's Chairman
and Chief Executive Officer, entered into a voting agreement with the former
stockholders of PSI whereby Mr. Brown agreed to vote his shares of the
Company's stock for the election to the Company's Board of Directors of the
nominee appointed by the former stockholders of PSI. The voting agreement will
terminate on the earlier of (i) February 27, 2002 and (ii) the date the former
stockholders of PSI own of record less than 33% of the shares of the Company's
Common Stock issued to them pursuant to the acquisition agreement.
2
<PAGE>
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Committees of the Board
During fiscal 2000, the Board of Directors held six meetings and acted by
unanimous written consent on a number of occasions. In 1993, after
consummation of its initial public offering, the Company established an Audit
and Compensation Committee. The Company does not have a Nominating Committee.
The members of the Audit and Compensation Committee are Bruce A. Westphal
and Daniel P. Hogan, Jr. Among the functions performed by this committee in
its capacity as an Audit Committee are to make recommendations to the Board of
Directors with respect to the engagement or discharge of independent auditors,
to review with the independent auditors the plan and results of the auditing
engagement, to review the Company's system of internal financial and
accounting controls and to make inquiries into matters within the scope of its
functions. Among the functions performed by this committee in its capacity as
a Compensation Committee are to review and make recommendations to the Board
of Directors concerning the compensation of the key management employees of
the Company and to administer the Company's equity incentive plan. The Audit
and Compensation Committee held six meetings during fiscal 2000.
Attendance at Meetings
During fiscal 2000, there were no members of the Board of Directors who
attended fewer than seventy-five percent of the meetings of the Board of
Directors and all committees of the Board on which they served.
Compensation of Directors
During fiscal 2000, Directors who were not employees of the Company were
paid directors fees consisting of $20,000 per year and $1,000 for each Board
meeting attended. Directors who attend meetings of the Audit and Compensation
Committee receive an additional $1,000 for each meeting not held on the same
day as a Board meeting. Under the Non-Employee Director Stock Option Plan,
Messrs. Westphal and Hogan will each be granted at the Annual Meeting and at
each subsequent annual meeting options to purchase the number of shares of
Common Stock determined by dividing $25,000 by the fair market value of a
share of Common Stock on the date of the Annual Meeting.
3
<PAGE>
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The compensation paid to the Company's Chief Executive Officer and the only
other executive officers who received compensation in excess of $100,000 for
services in all capacities to the Company and its subsidiaries during fiscal
1998, 1999 and 2000 is set forth below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
--------------------------------- ----------------------
Other Annual Restricted Securities All Other
Name and Principal Compensation Stock Underlying Compensation
Position Year Salary ($) Bonus ($) ($)(1) Awards ($) Options (#) ($)
------------------ ---- ---------- --------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Brown........ 2000 410,000 -- -- -- -- --
Chairman and Chief 1999 410,000 -- -- -- -- --
Executive Officer 1998 400,000 -- -- -- -- --
Glenn W. Novotny........ 2000 370,000 100,000 -- -- -- 2,400(3)
President 1999 357,101 -- -- -- 175,000(2) 2,400(3)
1998 347,846 -- -- -- 200,000(2) 2,375(3)
Lee D. Hines, Jr. ...... 2000 225,000 -- -- -- 40,000 --
Vice President and
Chief
Financial Officer(4)
Robert B. Jones......... 2000 186,000 -- -- -- 5,000 2,400(3)
Vice President(5) 1999 178,942 -- -- -- 40,000 2,400(3)
1998 173,766 -- -- -- 25,000 2,104(3)
Brooks M. Pennington
III.................... 2000 313,727 65,000 -- -- 15,000 7,397(6)
Chief Executive Officer
of 1999 303,750 54,000 -- -- 40,000 18,016(7)
Pennington Seed Inc. 1998 300,000 -- -- -- 6,000 --
</TABLE>
--------
(1) While the named executive officers enjoy certain perquisites, for fiscal
years 1998, 1999 and 2000 these did not exceed the lesser of $50,000 or
10% of each officer's salary and bonus.
(2) In December 1998, the Company cancelled Mr. Novotny's options granted in
fiscal 1998 and issued new options for 100,000 shares.
(3) Represents the matching contribution which the Company made on behalf of
the executive officer to the Company's 401(k) Plan.
(4) Mr. Hines became Vice President and Chief Financial Officer in January
2000.
(5) Mr. Jones was Vice President and Chief Financial Officer until January
2000.
(6) Includes a $2,625 matching contribution which the Company made on behalf
of the executive officer to PSI's 401(k) Plan and $4,772 paid under PSI's
profit sharing plan.
(7) Includes a $2,500 matching contribution which the Company made on behalf
of the executive officer to PSI's 401(k) Plan and $15,516 paid under PSI's
profit sharing plan.
4
<PAGE>
The following table sets forth certain information regarding stock options
granted during fiscal 2000 to the executive officers named in the foregoing
Summary Compensation Table. None of such persons received awards of stock
appreciation rights during fiscal 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Number of Percent of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise or for Option Term(3)
Options Employees in Base Price Expiration --------------------
Name Granted (#)(1) Fiscal Year ($/Sh)(2) Date 5% ($) 10% ($)
---- -------------- ------------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
William E. Brown.............. -- -- -- -- -- --
Glenn W. Novotny.............. -- -- -- -- -- --
Lee D. Hines, Jr. ............ 40,000 8.1 8.19 06/02/03 61,003 129,718
Robert B. Jones............... 5,000 1.0 8.19 06/02/03 7,625 16,215
Brooks M. Pennington III...... 15,000 3.1 8.19 06/02/03 22,876 48,644
</TABLE>
--------
(1) The options granted to each of Messrs. Hines, Jones and Pennington vest in
full on June 2, 2002. Under the terms of the Company's Stock Option Plan,
the Audit and Compensation Committee retains discretion, subject to plan
limits, to modify the terms of outstanding options.
(2) All options were granted at fair market value at date of grant.
(3) Realizable values are reported net of the option exercise price. The
dollar amounts under these columns are the result of calculations at the
5% and 10% rates (determined from the price at the date of grant, not the
stock's current market value) set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. Actual gains, if any,
on stock option exercises are dependent on the future performance of the
Common Stock as well as the optionholder's continued employment through
the vesting period. The potential realizable value calculation assumes
that the optionholder waits until the end of the option term to exercise
the option.
The following table sets forth certain information with respect to options
exercises during fiscal 2000 and stock options held by each of the Company's
executive officers as of September 30, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) at FY-End ($)
Acquired On Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
William E. Brown.............. -- -- 180,000/150,000 0/0
Glenn W. Novotny.............. 12,000 74,437 99,650/160,350 60,761/29,927
Lee D. Hines, Jr.............. -- -- 10,000/53,604 0/0
Robert B. Jones............... -- -- 45,000/95,000 0/0
Brooks M. Pennington III...... -- -- 0/61,000 0/0
</TABLE>
5
<PAGE>
Employment Agreements
The Company entered into an employment agreement with Brooks M. Pennington
III in February 1998 in connection with the acquisition of Pennington Seed,
Inc. ("PSI"). The agreement provides that Mr. Pennington will serve as
President and Chief Executive Officer of PSI at an annual minimum salary of
$300,000. The agreement terminates in February 2003, unless terminated earlier
for his dismissal with cause, death or disability.
Audit and Compensation Committee Interlocks and Insider Participation
Messrs. Westphal and Hogan served as members of the Audit and Compensation
Committee during fiscal 2000. They have no relationship with the Company other
than as directors and stockholders. During fiscal 2000, no executive officer
of the Company served as a director, or as a member of any compensation
committee, of any other for-profit entity.
Transactions with the Company
Brooks M. Pennington III is a minority shareholder and a director of Bio
Plus, Inc., a company that produces granular peanut hulls. During its fiscal
year ended July 31, 2000, Bio Plus, Inc.'s total revenues were approximately
$3,358,000 of which approximately $1,980,000 were sales to subsidiaries of the
Company.
AUDIT AND COMPENSATION COMMITTEE REPORT
ON AUDITED FINANCIAL STATEMENTS
The Audit and Compensation Committee of the Board consists of the two
directors whose signatures appear below. Each member of the Audit Committee is
"independent" as defined in the NASD Rules.
The Audit and Compensation Committee's general role as an audit committee
is to assist the Board in monitoring the Company's financial reporting process
and related matters. Its specific responsibilities are set forth in its
charter, which is attached as Appendix A to this proxy statement.
As required by the charter, the Audit and Compensation Committee reviewed
the Company's financial statements for fiscal year 2000 and met with
management, as well as with representatives of Deloitte & Touche LLP, the
Company's independent public accountants, to discuss the financial statements.
The Audit and Compensation Committee also discussed with representatives of
Deloitte & Touche LLP the matters required to be discussed by Statement on
Auditing Standards 61, Communication with Audit Committees.
In addition, the Audit and Compensation Committee discussed with
representatives of Deloitte & Touche LLP their independence from management
and the Company, including the matters in the written disclosures required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees.
Based on these discussions, the financial statement review and other
matters it deemed relevant, the Audit and Compensation Committee recommended
to the Board of Directors (and the Board approved) that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
year ended September 30, 2000.
January 9, 2001 Audit and Compensation Committee
Bruce A. Westphal, Chairman
Daniel P. Hogan, Jr.
6
<PAGE>
REPORT OF THE AUDIT AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
To the Board of Directors:
As members of the Audit and Compensation Committee, it is our duty to
determine the compensation for officers and directors, to administer the
Company's 1993 Omnibus Equity Incentive Plan and to review the Company's
salary, bonus and compensation arrangements generally. In addition, we
evaluate the performance of management and related matters.
As a public company, we utilize three primary tools to assist in
compensating executives. They are base salary, bonus, and stock options.
Together they combine to provide an executive's total compensation package. We
view base salary as a primary indicator of the market value needed to attract
an executive with the skill and expertise to perform the position. We
periodically retain outside assistance to counsel us in determining market
value. We view bonus as a means of rewarding short-term performance which
exceeds established goals and we utilize stock options as a means of linking
our executives' long term benefits to those received by our stockholders.
In 1997, we retained the services of a compensation consulting firm to
assist in determining the market value compensation for the Chief Executive
Officer, William E. Brown. Survey data, coupled with performance based peer
group evaluations, were utilized to determine competitive short and long term
awards for Mr. Brown. The data developed indicated that an increase to Mr.
Brown's base salary to $400,000 was warranted. Mr. Brown requested that the
Committee not increase his base pay during fiscal 1997. In fiscal 1998, the
Committee increased Mr. Brown's base salary to $400,000. The Committee also
increased the base salary of Mr. Novotny and Mr. Jones in fiscal 1998. The
Committee choose not to increase base salaries for any of the executive
officers in fiscal 1999 and fiscal 2000 other than the cost of living increase
granted to all employees. These actions are reflected in the summary
compensation table.
Based on the Company's performance in fiscal 2000, the Committee determined
not to pay bonuses in respect of fiscal 2000 to Mr. Brown or any of the
Company's executive officers other than Messrs. Novotny and Pennington. The
Committee did, however, grant options to each of the Company's executive
officers other than Messrs. Brown and Novotny.
As a matter of policy, the Company believes it is important to retain the
flexibility to maximize the Company's tax deductions. Amendments to Section
162(m) of the Internal Revenue Code have eliminated the deductibility of most
compensation over a million dollars in any given year. The Committee believes
that it is highly unlikely that any officer of the Company will receive
compensation in excess of a million dollars per year in the foreseeable
future. However, subject to the foregoing, it will be the policy of the
Committee to consider the impact, if any, of Section 162(m) on the Company and
to document as necessary specific performance goals in order to seek to
preserve the Company's tax deductions.
We continue to subscribe to the philosophy that the Company's overall
performance and its return to stockholders will be the primary areas of
consideration when rewarding the Company's top executives. It is our goal to
ensure that our executives are paid competitively with the market and are
rewarded for performance that benefits the stockholders. In years when the
Company does well, we will reward using the tools described above; in years
when the performance does not meet expectations, the compensation of the top
executives of Central will be reflective of that fact.
January 9, 2001 Audit and Compensation Committee
Bruce A. Westphal, Chairman
Daniel P. Hogan, Jr.
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock for the period from
September 30, 1995 to September 30, 2000 with the cumulative total return of
the NASDAQ Composite (U.S.) Index and the Dow Jones Non-Durable Household
Products Index, a peer group index consisting of approximately 30 manufacturers
and distributors of household products.
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of the
Company's Common Stock.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
9/30/95 9/28/96 9/27/97 9/26/98 9/25/99 9/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Central Garden & Pet Company... 100.00 338.78 468.37 294.90 127.30 113.27
Dow Jones Household Products... 100.00 128.95 182.33 186.33 251.90 199.22
Nasdaq Composite (US).......... 100.00 118.64 162.85 166.45 269.22 359.11
</TABLE>
8
<PAGE>
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table indicates, as to each director, each named executive
officer and each holder known to the Company to be the beneficial owner of
more than five percent of any class of the Company's voting stock, the number
of shares and percentage of the Company's stock beneficially owned as of
December 31, 2000.
<TABLE>
<CAPTION>
Shares Beneficially Owned
as of December 31, 2000
-----------------------------------------
Number of Number of
Beneficial Owner Class B Shares Common Shares Percent(1)
---------------- -------------- ------------- ----------
<S> <C> <C> <C>
William E. Brown (2).................................. 1,604,659 380,000(3) 10.7%
Brooks M. Pennington III (4).......................... -- 1,669,552 9.1
Dimensional Fund Advisors Inc. (5).................... -- 1,518,000(6) 8.3
Cramer Rosenthal McGlynn, L.L.C. (7).................. -- 1,314,400(6) 7.2
Glenn W. Novotny...................................... -- 228,994(8) 1.2
Robert B. Jones....................................... -- 67,403(9) *
Lee D. Hines, Jr...................................... -- 61,000(10) *
Daniel P. Hogan, Jr................................... -- 16,000(10) *
Bruce A. Westphal..................................... -- 5,700 *
All directors and officers as a group (seven
persons)............................................. 1,604,659 2,428,649(11) 21.5
</TABLE>
--------
(*) Less than 1%.
(1) Represents the number of shares of Class B Stock and Common Stock
beneficially owned by each stockholder as a percentage of the total
number of shares of Class B Stock and Common Stock outstanding.
(2) The address of Mr. Brown is 3697 Mt. Diablo Boulevard, Lafayette,
California 94549.
(3) Includes 240,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of December 31, 2000.
(4) The address of Mr. Pennington is 1280 Atlanta Highway, Madison, Georgia
30650.
(5) The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401.
(6) Based on a Schedule 13F filed reflecting beneficial ownership as of
September 30, 2000.
(7) The address of Cramer Rosenthal McGlynn, L.L.C. is 520 Madison Avenue,
32nd Floor, New York, New York 10022.
(8) Includes 134,650 shares issuable upon exercise of outstanding options
exercisable within 60 days of December 31, 2000.
(9) Includes 65,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of December 31, 2000.
(10) Includes 10,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of December 31, 2000.
(11) Includes 459,650 shares issuable upon exercise of outstanding options
exercisable within 60 days of December 31, 2000.
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
September 25, 1999 to September 30, 2000 all filing requirements applicable to
its officers, directors, and greater than ten-percent beneficial owners were
complied with, except for Messrs. Hines, Jones, Pennington, Hogan and Westphal
who each filed a late Form 5 in November 2000 reporting stock option grants
during fiscal 2000.
AUDITORS
Deloitte & Touche LLP, independent certified public accountants, serves as
the Company's principal accountants. Representatives of Deloitte & Touche LLP
will be present at the Annual Meeting with the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions.
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters which
management intends to present or has reason to believe others will present to
the meeting. If other matters properly come before the meeting, those who act
as proxies will vote in accordance with their judgment.
STOCKHOLDER PROPOSALS
If any stockholder intends to present a proposal for action at the
Company's annual meeting in 2001 and wishes to have such proposal set forth in
management's proxy statement, such stockholder must forward the proposal to
the Company so that it is received on or before September 11, 2001. Proposals
should be addressed to the Company at 3697 Mt. Diablo Boulevard, Lafayette,
California 94549, Attention: Corporate Secretary.
The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the Annual Meeting. If a stockholder intends to
submit a proposal at the Company's annual meeting in 2001, which proposal is
not intended to be included in the Company's proxy statement and form of proxy
relating to that meeting, the stockholder should give appropriate notice no
later than December 1, 2001. If such a stockholder fails to submit the
proposal by such date, the Company will not be required to provide any
information about the nature of the proposal in its proxy statement and the
proxy holders will be allowed to use their discretionary voting authority if
the proposal is raised at the Company's annual meeting in 2002.
COST OF SOLICITATION
All expenses in connection with the solicitation of this proxy, including
the charges of brokerage houses and other custodians, nominees or fiduciaries
for forwarding documents to stockholders, will be paid by the Company.
Dated: January 9, 2001. By Order of the Board of Directors
Lee D. Hines, Jr., Secretary
10
<PAGE>
APPENDIX A
AUDIT COMMITTEE CHARTER
Central Garden & Pet Company
Organization
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of two directors
(increased to three before June 14, 2001) who are independent of the
management of the corporation and free of any relationship that, in the
opinion of the board of directors, would interfere with their exercise of
independent judgment as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders,
and investment community relating to corporate accounting, reporting practices
of the corporation, and the quality and integrity of the financial reports of
the corporation. In so doing, it is the responsibility of the audit committee
to maintain free and open means of communication between the directors,
independent auditors, and the financial management of the corporation.
Responsibilities
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
. Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
. Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent auditors.
. Review with independent auditors, and financial and accounting personnel,
the adequacy and effectiveness of the accounting and financial controls
of the corporation, and elicit any recommendations for the improvement of
such internal control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular emphasis should
be given to the adequacy of such internal controls to expose any
payments, transactions, or procedures that might be deemed illegal,
questionable, or otherwise improper.
. Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Any changes in accounting principals should be reviewed.
. Provide the financial management and the independent auditors sufficient
opportunity to discuss with the audit committee their qualitative
judgments about the appropriateness, not just the acceptability, of
accounting principles and financial disclosure practices used or proposed
to be adopted by the Company and, particularly, about the degree of
aggressiveness or conservatism of its accounting principles and
underlying estimates.
. Review with financial management and the independent auditors the interim
financial report before it is filed with the SEC.
. Prepare a letter for inclusion in the Annual Report on Form 10-K that
describes the audit committee's composition and responsibilities, and how
they were discharged.
. Review and assess the adequacy of the audit committee charter on an
annual basis.
A-1
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CENTRAL GARDEN & PET COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS February 12, 2001
The undersigned hereby appoints William E. Brown and Glenn W. Novotny, or
either of them, each with power of substitution, as proxies of the undersigned,
to attend the Annual Meeting of Stockholders of CENTRAL GARDEN & PET COMPANY to
be held at the LAFAYETTE PARK HOTEL, 3287 Mt. Diablo Boulevard, Lafayette,
California, on February 12, 2001, at 10:30 A.M., and any adjournment thereof,
and to vote the number of shares the undersigned would be entitled to vote if
personally present on the following:
(Continued, and to be marked, dated and signed, on the reverse side)
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(Continued from other side)
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This proxy will be voted as directed. In the absence of contrary directions, [X] Please mark
this proxy will be voted FOR the election of the directors listed below. your votes
as this
1. ELECTION OF DIRECTORS:
FOR all WITHHOLD
nominees listed authority to vote
(except as for all nominees
indicated) listed
I plan to attend
[_] [_] 2. In their discretion, upon any and all such other the meeting
matters as may property come before the meeting
or any adjournment thereof. [_]
Instructions: To withhold authority to vote for any STOCKHOLDERS ARE URGED TO MARK, DATE,
individual nominee, strike a line through that SIGN AND RETURN THIS PROXY PROMPTLY IN
nominee's name in the list below. THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
William E. Brown, Glenn W. Novotny, Brooks M.
Pennington III, Lee D. Hines, Jr., Daniel P.
Hogan, Jr. and Bruce A. Westphal
_______________
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Signature(s) Date
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The signature should correspond exactly with the name appearing on the certificate evidencing your Common Stock. If more than one
name appears, all should sign. Joint owners should each sign personally.
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