-----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, AzboWL6bhD5DkMd7LoV1PI1590vepR4onxRcGi9359e+i1/45uYz0so/hDa+Ajs0 E/UMAjg+IIk1LfPbUGfw/A== /in/edgar/work/20000628/0000929624-00-000897/0000929624-00-000897.txt : 20000920 0000929624-00-000897.hdr.sgml : 20000920 ACCESSION NUMBER: 0000929624-00-000897 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 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: 11-K SEC ACT: SEC FILE NUMBER: 000-20242 FILM NUMBER: 663491 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 11-K 1 0001.txt FORM 11-K 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 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 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 CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN TABLE OF CONTENTS - --------------------------------------------------------------------------------
Page 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
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 -1- CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) DECEMBER 31, 1999 - -------------------------------------------------------------------------------
Central Garden & Pet Company Participant Common Directed Participant Stock Fund Investments Loans Total 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.
-2- CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) DECEMBER 31, 1998 - --------------------------------------------------------------------------------
Central Garden & Pet Company Participant Common Directed Participant Stock Fund Investments Loans Total 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.
-3- CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) YEAR ENDED DECEMBER 31, 1999 - --------------------------------------------------------------------------------
Central Garden & Pet Company Participant Common Directed Participant Stock Fund Investments Loans Total 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.
-4- 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. -5- 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- 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:
1999 1998 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
*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- the Plan, replacing the current year recordkeeper, Dreyfus Retirement Services. Trustee and recordkeeper changes were also adopted effective January 1, 2000. ****** -8- CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 - --------------------------------------------------------------------------------
Number of Shares or Fair Identity Description Par Value Cost Value 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 =========== ===========
*Party-in-interest, as defined by ERISA. **Non participant-directed -9- CENTRAL GARDEN & PET COMPANY INVESTMENT GROWTH PLAN SCHEDULE OF REPORTABLE 5% TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 - --------------------------------------------------------------------------------
Number of Purchase Selling Current Net Identity Description Transactions Price Price Value Gain (Loss) 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 - -
*Party-in-interest, as defined by ERISA. **Non participant-directed -10- EX-23 2 0002.txt CONSENT OF INDEPENDENT AUDITORS [LETTERHEAD OF DELOITTE & TOUCHE] EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333- 84737 on Form S-8 of Central Garden & Pet Company of our report dated April 17, 2000 (which includes an explanatory paragraph relating to the modified cash basis of accounting), appearing in this Annual Report on Form 11-K of the Central Garden & Pet Company Investment Growth Plan for the year ended December 31, 1999. Deloitte & Touche LLP /s/ Deloitte & Touche LLP San Francisco, California June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----