-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjJbQ4SiEV6VoJPMwRbez9MI5teMSkW5bl6ZzuVMMdrKQXmyWn4en4BiJL5U4H/Z kjS+GEgYBh4i8MwC86Ya1w== 0000929624-00-000382.txt : 20000321 0000929624-00-000382.hdr.sgml : 20000321 ACCESSION NUMBER: 0000929624-00-000382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET COMPANY CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20242 FILM NUMBER: 574063 BUSINESS ADDRESS: STREET 1: 3697 MT DIABLO BLVD SUITE 300 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 9252834573 MAIL ADDRESS: STREET 1: 3697 MT DIABLO BLVD SUITE 310 STREET 2: 3697 MT DIABLO BLVD SUITE 310 CITY: LAFAYETTE STATE: CA ZIP: 94549 8-K 1 FORM 8-K 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 20, 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 Item 5. Other Events On March 20, 2000, Central Garden & Pet Company (the "Company") issued a press release announcing that the Company is preparing to file a Form 10 with the SEC which, when declared effective by the SEC, would permit the Company to spin off its lawn and garden distribution business to shareholders. Item 7. Financial Statement and Exhibits (a) Not applicable (b) Not applicable (c) See attached Exhibit Index. 2 EXHIBIT INDEX Number Exhibit Page Number - ------ ------- ----------- 99.1 Press Release dated March 20, 2000. 5 3 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 20, 2000 4 EX-99.1 2 PRESS RELEASE DATED MARCH 20, 2000 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 ANNOUNCES PLANS TO SPIN OFF ITS LAWN AND GARDEN DISTRIBUTION BUSINESS --------------------------------- LAFAYETTE, CALIFORNIA, March 20, 2000--Central Garden & Pet Company (NASDAQ: CENT) today announced that it is preparing to file with the Securities ---- and Exchange Commission ("SEC") a Form 10 which, when declared effective by the SEC, would permit the Company to spin off its lawn and garden distribution business to shareholders. If the spinoff is completed, the lawn and garden distribution business would become a separate public company while Central would continue to operate its existing lawn and garden branded products business, as well as its branded pet products and pet distribution businesses. Central anticipates that the Form 10 will be filed within 30 days, that the SEC review process will take approximately six weeks and that the spinoff would take place in June. Consummation of the spinoff is subject to obtaining all necessary regulatory approvals and final authorization by Central's Board of Directors, among other things. 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 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. - ---------------------------------- -more- "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. # # # -----END PRIVACY-ENHANCED MESSAGE-----