Central Garden & Pet Announces Withdrawal of Form 10 for Spin-Off of Lawn & Garden Distribution Business; Company Plans to Refile Within 30 to 60 Days.

Business Editors

LAFAYETTE, CALIFORNIA--(BUSINESS WIRE)--August 3, 2000

Central Garden & Pet Company (NASDAQ:CENT) today announced that it plans to withdraw and refile within 30 to 60 days its previously filed Form 10 registration statement relating to the proposed spin off of its lawn and garden distribution business to shareholders. Central plans to refile the Form 10 after it has been updated to reflect the restructuring of Central's lawn and garden distribution business. Under the rules of the Securities and Exchange Commission, the Form 10, which was filed with the SEC in early June, would become effective by operation of law on August 8, 2000 unless it is withdrawn.

As previously announced, the Company is in the process of taking steps to realign its lawn and garden distribution operations to reflect the reduced business levels which it anticipates will result from the change in its relationship with The Scotts Company. Management believes that until this process is completed, it is premature to reconstitute the lawn and garden distribution business into a separate public company.

Central Garden & Pet Company is a leading manufacturer, supplier, and merchandiser of consumer lawn and garden and pet supply products. Central's proprietary branded products include AMDRO(R), Pennington Seed(R), Kaytee(R), TFH(R), Nylabone(R), Zodiac(R), Four Paws(R), Island(R), Matthews(R) Four Seasons and Grant's(R). Central offers its retail and branded manufacturing partners a wide array of value-added services proven to increase sales and profitability, including logistics and distribution support, inventory management, advertising and promotional programs, in-store merchandising service, and sales program development. For additional information on Central Garden & Pet, including access to the Company's SEC filings, please visit the Company's website at http://www.centralgardenandpet.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts 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, including, without limitation, the final accounting for all issues between the Company and Pharmacia Corporation (formerly known as Monsanto Company) under the Solaris Agreement, such as the amounts receivable from Pharmacia for cost reimbursements, payments for cost reductions and payments for services; the amounts payable to Pharmacia for inventory; responsibility for obsolete inventory and for non-payment by Solaris' direct sales accounts; and costs associated with the realignment of the Company's lawn and garden distribution operations to reflect anticipated business levels for the fiscal year 2000 and the impact of outstanding or potential litigation.