-----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, HZSZHMmTj4w1R1SOOLfmCY0iTGzDelAYsnvNvA0VTNVmpZEg8FH0gM4pJPPm7RWE ub5o81+VQwCpgS6aSeNE9A== 0000950109-97-007352.txt : 19971209 0000950109-97-007352.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950109-97-007352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971208 SROS: NASD 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: 97733637 BUSINESS ADDRESS: STREET 1: 3697 MT DIABLO BLVD SUITE 300 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 5102834573 MAIL ADDRESS: 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) DECEMBER 8, 1997 -------------------------------- 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 (510) 283-4573 ----------------------------- INAPPLICABLE - -------------------------------------------------------------------------------- (Former name or former address if changed since last report) Exhibit Index located on page 3 ITEM 5. OTHER EVENTS On December 8, 1997, Central Garden & Pet Company issued a press release announcing that it had signed a definitive agreement to acquire TFH Publications, Inc., the largest producer of pet books in the United States and a manufacturer of premium dog chews and edible bones under the brand name Nylabone(R). 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 TFH Press Release dated December 8, 1997. 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 and Chief Financial Officer Dated: December 8, 1997 4 EX-99.1 2 TFH PRESS RELEASE DATED DECEMBER 8, 1997 FOR IMMEDIATE RELEASE - --------------------- Contact: Gregory Reams Central Garden & Pet 510/283-4573 Paul Verbinnen/Debbie Miller Sard Verbinnen & Co 212/687-8080 CENTRAL GARDEN & PET TO ACQUIRE TFH PUBLICATIONS ------------------------------------------ LAFAYETTE, CA, December 8, 1997 -- Central Garden & Pet Company (NASDAQ: CENT) today announced that it has entered into a definitive agreement to acquire the stock of TFH Publications, Inc., a manufacturer of premium dog chews and the largest producer of pet books in the U.S., for $70 million in cash for the stock of TFH Publications and $12 million for the stock of a related company, subject to certain adjustments, plus earn-outs. Management expects the transaction to be accretive to Central earnings. TFH Publications, which is based in Neptune City, New Jersey, produces a wide array of pet books and also manufactures premium dog chews and edible bones under the brand name Nylabone/R/. In addition to approximately 1,200 titles in print, TFH Publications produces two monthly magazines and twelve quarterly magazines plus the Nylabone/R/, Gumabone/R/, Flexibone/R/ and Nylabone Edible/TM/ product lines. The company has approximately 275 employees and had approximately $32 million in annual sales in 1996. Central Garden & Pet Company is the leading national distributor of lawn and garden and pet supply products. Central offers customers a wide array of services designed to increase the sales and profitability of both manufacturers and retailers, including inventory management, advertising and promotional programs, in-store design and display assistance and sales program development. Central also offers lines of proprietary branded products which include Zodiac/R/ and Four Paws/R/ pet products, Island/R/ aquariums, Matthews/R/ redwood products and Grant's/R/ ant control products. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts, including statements relating to the future financial results of the acquired business, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from -2- those set forth in or implied by forward looking statements. These risks are described in the Company's Securities and Exchange Commission filings. # # # -----END PRIVACY-ENHANCED MESSAGE-----