SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

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Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ CONFIDENTIAL, FOR USE OF THE

COMMISSION ONLY (AS PERMITTED BY

RULE 14A-6(E)(2))

¨ Definitive Proxy Statement

x  Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

CENTRAL GARDEN & PET COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(1)  Amount Previously Paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing Party

(4)  Date Filed:

Notes:

September 2006

2006 Special Meeting of Shareholders

1

“Safe Harbor”

Statement under the Private Securities Litigation

Reform Act of 1995:  The statements contained in this release which

are not historical facts, including future earnings guidance, 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.  Central undertakes no obligation to

publicly update these forward-looking statements to reflect new

information, subsequent events or otherwise.

Safe Harbor

2

Why We Are Here

Significantly increase Earnings per Share

Scale change in Company Size

More

Stable

Business

base

Stronger Competitive Leadership Position

PE

Multiple

Expansion

potential

Big Opportunities to Dramatically Increase Shareholder Value

Big Opportunities

3

Issue

Current Board of Directors and Management team have created the

company you have invested in

Big opportunities require equity and new players (sellers) could

gain control

Big Opportunities

How to Pursue Big Opportunities while Mitigating Risk to Existing

Shareholders

4

Solution

New Class A Common Stock: Same as current Common Stock, less

voting rights

Proposal

Rationale

Authorize

100,000,000

shares

of

a

new

class

of

common

stock,

par

value

$0.01

per

share,

to

be

designated

as

“Class

A

Common

Stock”

that

would

generally

have

no

voting

rights

Fix

and

establish

the

relative

rights,

powers

and

limitations

of

the

Company’s

proposed

Class A Common Stock

Flexibility –

To provide Management / Board of Directors with maximum flexibility to

pursue a broader range of strategic growth opportunities

Alignment –

To continue to ensure the long-term interests of Shareholders and  

Management / Board of Directors are aligned for future growth

Empowerment

–

To

continue

to

empower

existing

Shareholders

relating

to

company

performance and strategic direction

Big Opportunities

5

Through a combination of Organic Growth and Strategic Acquisitions, Central

Garden & Pet successfully transitioned to a leading Branded Products company

with a Strong Portfolio of #1 Brands

Pet  Products

Lawn & Garden Products

Corporate Strategy

Central Life

Central Life

Sciences

Sciences

Central

Central

Aquatics

Aquatics

Specialty Pet

Specialty Pet

Dog & Cat

Dog & Cat

Grass Seed

Grass Seed

Wild Bird

Wild Bird

Feed

Feed

Control

Control

Products

Products

Garden

Garden

Decor

Decor

Accomplishments to Date

6

Corporate Strategy

Stock Price Performance and Key Events since Initial Public Offering

$0

$10

$20

$30

$40

$50

$60

07/15/93

07/15/95

07/15/97

07/15/99

07/15/01

07/15/03

07/15/05

Timeline of Significant Events

CENT consolidates Lawn & Garden

and Pet distribution industries creating

the only national platform in both

categories

Management implements Branded

Products strategy to mitigate

distribution risk

Monsanto divests

Solaris lawn & garden

business to Scott’s. 

Management

restructures business

around highly

successful branded

products business

Transformed into a #1

brands product business,

CENT solidifies operations

and financial position;

accelerates ‘String of Pearls’

acquisition strategy

7

Corporate Strategy

$1.73

35

72

1,145

2003

$1.24

29

53

1,078

2002

23%

$2.85

$2.50

$1.99

EPS

23%

67

54

41

Net Income

26%

135

100

82

Operating Income

10%

1,580

1,381

1,267

Sales

CAGR

2006 F**

2005

2004

Shift to Branded Products focus has produced Strong Financial Results

** Assumes midpoint of company-issued guidance of $2.80-$2.90 per share.

Financial Performance

8.5%

7.2%

4.9%

6.5%

6.3%

81.2%

78.2%

75.8%

75.3%

74.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

2002

2003

2004

2005

2006 F

60.0%

65.0%

70.0%

75.0%

80.0%

Operating Income %

% Sales from Brands

8

0

100

200

300

400

500

600

700

12/31/2001

12/31/2002

12/31/2003

12/31/2004

12/31/2005

CENT

S&P 500

Nasdaq

SMG

Emphasis on Branded Products has produced Superior Returns for

Shareholders

Corporate Strategy

Stock Performance

520% -

CENT

114%

111%

Current

224%

9

CENTRAL

PERFORMANCE

Quality

Organic Growth

Strategic

Acquisitions

Sales

Margins

Innovation

Service

Extend

Brands

Categories

Awareness

Expand

Channels

Markets

Enhance

Operating Leverage

Corporate Strategy

Framework for Growth

10

Potential to be # 1 or # 2 Brand in its Category

Organic Growth History and Potential

Strong Management and “Cultural Fit”

History of Innovation

Profitable Business

Ability to Complete Acquisitions at Reasonable Price

–

5 to 7 x LTM EBIT Target

–

Accretive Day One

Ability to Extend or Leverage the Brands into other Lines, Categories or Channels

Growth Through Acquisition

Acquisition Criteria

Acquisitions are a Core Competency of Management

-

A

rigorous,

disciplined

approach

to

each

target

-

Leverage knowledge from distribution business

11

$800

$900

$1,000

$1,100

$1,200

$1,300

2003

2004

2005

2006 F

Organic + Acquisitions

Growth Through Acquisition

$863

$960

$1,079

$1,273*

*

Represents

an

estimate

of

branded

products’

sales

based

on

the

midpoint

of

company-issued

sales

guidance

74

83

126

18%

12%

11%

Total Branded Products

3%

2004

12%

2005

15%

2006 F

Branded Products Organic

Sales Growth

Contribution from

Acquisitions

Branded Products’

Organic Sales

Growth

Branded Products’

Sales Performance Driven by a Combination of

Organic Growth and Contribution from Acquisitions

12

Organic

Sales

5%

Operating  Income  

10%

Acquisition

Sales

10%

Operating Income   

15%

Management consistently strives to Achieve / Surpass Objective

Corporate Strategy

Long-Term Growth Objective

13

Paths to Future Growth

String of Pearls:

Current proven acquisition model

Typically

$10-70

MM

in

Sales

CENT is often a Top 5 customer due

to distribution relationship

Sellers are often entrepreneur

founders

Complementary product offering

Ability to complete transaction at 5-7x

trailing EBIT

Many targets

Acquisition Considerations

Future Growth

‘Trophy’

Opportunities:

Typically $200 MM+ sales

CENT is frequently a distribution

partner

‘Trophies’

= carve out opportunities

and/or private equity portfolio

companies

Strategic expansion into adjacent

and/or new channels, markets, and

categories

Transaction prices 7+x trailing EBIT

due to strategic nature and scale of

potential target

Fewer targets

14

Summary

Management has a Strong Track Record

Successfully transitioned Central Garden & Pet into a Leading

Branded Products

company

Built portfolio of #1 Brands

in two highly desirable categories

Innovation

is core competency and competitive advantage

Effectively

completed and integrated over 40 Acquisitions

Numerous Organic Growth and Growth through Acquisition

opportunities remain

Management has created Significant Value for Shareholders

15

Conclusion

Vote “For”

Empower the Board and Management to Pursue Big Opportunities where

Rewards are High and Risks are Low