8-K: Current report filing

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) October 30, 1996
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Central Garden & Pet Company
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(Exact name of registrant as specified in its charter)


Delaware 0-20242 68-0275553
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)



3697 Mt. Diablo Boulevard, Lafayette, California 94549
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(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code (510) 283-4573
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Inapplicable
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(Former name or former address if changed since last report)


Exhibit Index located on page 3


Item 5. Other Events
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On October 30, 1996, Central Garden & Pet Company issued a press
release announcing that it is proposing to offer in a private
placement $100,000,000 aggregate principal amount of Convertible
Subordinated Notes (plus up to an additional $15,000,000 to cover
over-allotments, if any).

Item 7. Financial Statement and Exhibits
--------------------------------

(a) Not applicable

(b) Not applicable

(c) See attached Exhibit Index.

2

EXHIBIT INDEX