SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 27, 1998 ----------------- 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 4 The purpose of this Form 8-K/A is to amend the Form 8-K, which was filed on March 11, 1998, to provide the required financial statements. Item 7. Financial Statement and Exhibits -------------------------------- (a)(1) Financial Statements of Pennington Seed, Inc. are attached as Exhibit 1.4 hereto. (a)(2) Independent Auditors' Reports are included in Exhibit 1.4 hereto. (b)(1) Pro Forma Financial Information is attached as Exhibit 1.5 hereto. (c) See attached Exhibit Index. 2 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: May ____, 1998 3 EXHIBIT INDEX
Number Exhibit - ------ ------- 1.1 Agreement and Plan of Reorganization dated as of February 17, 1998 among Pennington Seed, Inc., the Stockholders of Pennington Seed, Inc., Central Garden & Pet Company and PS Sub, Inc. (the "Merger Agreement").* 1.2 Amendment No. 1 to the Merger Agreement dated February 27, 1998.* 1.3 Press Release dated March 4, 1998.* 1.4 Financial Statements of Pennington Seed, Inc. (including Independent Auditors' Reports). 1.5 Pro Forma Financial Information. 1.6 Consent of Independent Public Accountants (Arthur Andersen LLP). 1.7 Consent of Independent Accountants (Price Waterhouse LLP).
- -------- * Incorporated by reference to Exhibits 99.1, 99.2 and 99.3, respectively, of the Company's Form 8-K Current Report filed on March 11, 1998. 4