-----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, Jn8wPgMYnoX8SOUEysxSu/TYF+y8StI3bIEdaFRkVn9u9zKpQdi5FLkL2geX0v3f lIC70uoXMYw4AK64qutlJg== /in/edgar/work/20000608/0000929624-00-000820/0000929624-00-000820.txt : 20000919 0000929624-00-000820.hdr.sgml : 20000919 ACCESSION NUMBER: 0000929624-00-000820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000607 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET COMPANY CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: [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: 651727 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 0001.txt 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) June 7, 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) Item 5. Other Events On June 7, 2000, Central Garden & Pet Company (the "Company") issued a press release announcing that the Company has filed 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 June 7, 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: June 8, 2000 4 EX-99.1 2 0002.txt PRESS RELEASE DATED JUNE 7, 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 FILES FORM 10 WITH SEC TO SPIN OFF LAWN AND GARDEN DISTRIBUTION BUSINESS ________________________________________ LAFAYETTE, CALIFORNIA, June 7, 2000 - Central Garden & Pet Company (NASDAQ: CENT) today announced that it has filed 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. After the spin-off 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 SEC review process will take approximately six weeks and that the spin-off would take place in July. Consummation of the spin-off is subject to obtaining all necessary regulatory approvals and final authorization by Central's Board of Directors, among other things. The attached table outlines Central Garden & Pet's financial performance, as if the Garden Distribution business had been spun off on September 29, 1996. 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. (Tables Follow) 2 CENTRAL GARDEN & PET SELECTED FINANCIAL INFORMATION (in $mm)
Fiscal Year Ended Six Months Ended ----------------- ---------------- Sept. 27, Sept. 26, Sept. 25, March 27, March 25, 1997 1998 1999 1999 2000 Garden Distribution (Unaudited) (Unaudited) - ---------------------------------------- -------- ---------- ---------- -------- -------- Net sales $586,892 $ 681,167 $ 752,094 $298,531 $195,828 Cost of goods sold 514,322 591,370 656,396 266,543 168,069 -------- ---------- ---------- -------- -------- Gross Profit 72,570 89,797 95,698 31,988 27,759 Selling, general and administrative expenses 50,664 63,997 80,135 28,986 34,625 Other charges 1,926 1,839 -------- ---------- ---------- -------- -------- Income(loss) from operations $ 21,906 $ 23,874 $ 13,724 $ 3,002 ($6,866) ======== ========== ========== ======== ======== Central Garden & Pet Company (Without Garden Distribution) - ---------------------------------------- Net sales $254,115 $ 613,697 $ 783,535 $376,595 $405,706 Cost of goods sold 180,603 417,773 526,432 249,842 276,459 -------- ---------- ---------- -------- -------- Gross profit 73,512 195,924 257,103 126,753 129,247 Selling, general and administrative expenses 58,496 145,017 209,244 98,273 102,068 Other charges 9,077 5,763 -------- ---------- ---------- -------- -------- Income from operations $ 15,016 $ 41,830 $ 42,096 $ 28,480 $ 27,179 ======== ========== ========== ======== ======== Central Garden & Pet Company (As reported) - ---------------------------------------- Net sales $841,007 $1,294,864 $1,535,629 $675,126 $601,534 Cost of goods sold 694,925 1,009,143 1,182,828 516,385 444,528 -------- ---------- ---------- -------- -------- Gross profit 146,082 285,721 352,801 158,741 157,006 Selling, general and administrative expenses 109,160 209,014 289,379 127,259 136,693 Other charges 11,003 7,602 -------- ---------- ---------- -------- -------- Income from operations $ 36,922 $ 65,704 $ 55,820 $ 31,482 $ 20,313 ======== ========== ========== ======== ========
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