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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(RULE 13D-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(B)*

Central Garden & Pet Company

Common Stock, par value $0.01 per share

153527106

October 9, 2001

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1)  An aggregate of 968,320 shares are issuable upon conversion of Central Garden & Pet Company’s subordinated convertible notes held by the reporting persons.

(2)  Based on 16,776,466 shares of common stock of Central Garden & Pet Company outstanding as of June 30, 2001, as reported by Central Garden & Pet Company in its Amendment No. 1 to Quarterly Report on Form 10-Q filed October 2, 2001, and computed in accordance with Rule 13d-3(d)(1).

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(1)  An aggregate of 968,320 shares are issuable upon conversion of Central Garden & Pet Company’s subordinated convertible notes held by the reporting persons.

(2)  Based on 16,776,466 shares of common stock of Central Garden & Pet Company outstanding as of June 30, 2001, as reported by Central Garden & Pet Company in its Amendment No. 1 to Quarterly Report on Form 10-Q filed October 2, 2001, and computed in accordance with Rule 13d-3(d)(1).

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(1)  An aggregate of 968,320 shares are issuable upon conversion of Central Garden & Pet Company’s subordinated convertible notes held by the reporting persons.

(2)  Based on 16,776,466 shares of common stock of Central Garden & Pet Company outstanding as of June 30, 2001, as reported by Central Garden & Pet Company in its Amendment No. 1 to Quarterly Report on Form 10-Q filed October 2, 2001, and computed in accordance with Rule 13d-3(d)(1).

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Item 1(a).  Name of Issuer: Central Garden & Pet Company

Item 1(b).   Address of Issuer’s Principal Executive Offices:
                   3697 Mt. Diablo Blvd., Suite 310
                   Lafayette, California 94549

Item 2(a).  Name of Persons Filing:

     This Statement on Schedule 13G is being filed by Special Value Investment Management, LLC, a Delaware limited liability company (“SVIM”), Tennenbaum & Co., LLC, a Delaware limited liability company (“Tennenbaum LLC”) and Mr. Michael E. Tennenbaum (“Mr. Tennenbaum”). Tennenbaum LLC is the managing member of SVIM. Mr. Tennenbaum is the managing member of Tennenbaum LLC.

Item 2(b).  Address of Principal Business Office:
                  11100 Santa Monica Boulevard, Suite 210
                   Los Angeles, California 90025

Item 2(c).  Citizenship:

     SVIM is a Delaware limited liability company. Tennenbaum LLC is a Delaware limited liability company. Mr. Tennenbaum is a United States citizen.

Item 2(d).  Title of Class of Securities:

     Common Stock, par value $0.01 per share (“Common Stock”), of Central Garden & Pet Company (the “Company”).

Item 2(e).  CUSIP Number: 153527106

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

*SVIM is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

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Item 4.  Ownership

	(a) Amount Beneficially Owned: 968,320

	(b) Percent of Class: 5.5%

	(c) Number of Shares as to which such person has:

	(i) sole power to vote or to direct the vote: 0
	(ii) shared power to vote or to direct the vote: 968,320
	(iii) sole power to dispose or to direct the disposition of: 0
	(iv) shared power to dispose or to direct the disposition of: 968,320

Item 5.  Ownership of Five Percent or Less of a Class:

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ]

Item 6.  Ownership of More than Five Percent on Behalf of Another Person:

Special Value Bond Fund, a Delaware limited liability company, Special Value Bond Fund II, a Delaware limited liability company, and a separate account, all of which are affiliates of the reporting persons, have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the 968,320 shares of Common Stock, but none of their respective interests relates to more than 5% of the Common Stock of the Company.

Item 7.  Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

               Not Applicable.

Item 8.  Identification and Classification of Members of the Group:

               Not Applicable.

Item 9.  Notice of Dissolution of Group:

               Not Applicable.

Item 10.  Certification:

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

EX-1 3 a76421ex1.txt EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Central Garden & Pet Company and further agree that this Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. [Signature Page Follows] In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 19th day of October, 2001. SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: Tennenbaum & Co., LLC Its: Managing Member By: /s/ Michael E. Tennenbaum -------------------------- Name: Michael E. Tennenbaum Its: Managing Member TENNENBAUM & CO., LLC By: /s/ Michael E. Tennenbaum ------------------------- Name: Michael E. Tennenbaum Its: Managing Member By: /s/ Michael E. Tennenbaum ------------------------- Name: Michael E. Tennenbaum