-----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, AaDAwVAB/NJdDm1qiG8ZbnkZwOXoftRwLWCdIk+7Tb/QSr+rSwyiShf3ROyDEvaY /qpGijCPJj+aQ3TpbVldPw== 0000935836-02-000121.txt : 20020414 0000935836-02-000121.hdr.sgml : 20020414 ACCESSION NUMBER: 0000935836-02-000121 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: WC CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WILLOW CREEK CAPITAL MANAGEMENT SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45142 FILM NUMBER: 02546807 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLOW CREEK CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001066922 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 17 E SIR FRANCIS DRAKE BLVD STREET 2: STE 100 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 4154648100 MAIL ADDRESS: STREET 1: 17 E SIR FRANCIS DRAKE BLVD STREET 2: STE 100 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G/A 1 cent13ga1.htm

SEC 1745

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Central Garden & Pet Company

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

153527106

(CUSIP Number)

 

October 1, 2001

(Date of Event Which Requires Filing of this Statement)

 

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

[ X ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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).

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Willow Creek Capital Management

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power _____

6. Shared Voting Power 1,680,300

7. Sole Dispositive Power _____

8. Shared Dispositive Power 1,680,300

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,680,300

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 10.02%

12. Type of Reporting Person (See Instructions)

IA

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Aaron Braun

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power _____

6. Shared Voting Power 1,680,300

7. Sole Dispositive Power _____

8. Shared Dispositive Power 1,680,300

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,680,300

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 10.02%

12. Type of Reporting Person (See Instructions)

IN

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

WC Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power _____

6. Shared Voting Power 1,585,900

7. Sole Dispositive Power _____

8. Shared Dispositive Power 1,585,900

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,585,900

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.45%

12. Type of Reporting Person (See Instructions)

OO

Item 1.

(a) Name of Issuer

Central Garden & Pet Company

(b) Address of Issuer's Principal Executive Offices

3697 Mt. Diablo Blvd., Lafayette, CA 94549

Item 2.

(a) The names of the persons filing this statement are:
Willow Creek Capital Management

WC Capital Management, LLC

Aaron Braun








(collectively, the "Filers").

(b) The principal business office of the Filers is located at:

17 East Sir Francis Drake Blvd., Suite 100, Larkspur, California 94939




(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 153527106

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ x ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). One of the Filers, Willow Creek Capital Management, is a registered investment adviser.

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ x ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). Aaron H. Braun is the control person of Willow Creek Capital Management.

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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.

Willow Creek Capital Management is a registered investment adviser and is the manger of WC Capital Management, LLC. The clients of Willow Creek Capital Management and WC Capital Management, LLC have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the outstanding Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

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

Willow Creek Capital Management is a registered investment adviser. WC Capital Management, LLC is the general partner of investment limited partnerships of which Willow Creek Capital Management is the investment adviser. Mr. Braun is the sole shareholder of Willow Creek Capital Management, and a member and the controlling owner of WC Capital Management, LLC.

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 or effect.

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.

Dated: February 14, 2002

Willow Creek Capital Management

 

By: Aaron H. Braun

President

WC Capital Management, LLC

By: Willow Creek Capital Management,
Manager

 

By: Aaron H. Braun

President

 

 

Aaron H. Braun

 

EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint Willow Creek Capital Management, a California corporation, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amende d, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

Dated: February 14, 2002

Willow Creek Capital Management

 

By: Aaron H. Braun

President

WC Capital Management, LLC

By: Willow Creek Capital Management,
Manager

 

By: Aaron H. Braun

President

 

 

Aaron H. Braun

 

 

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