SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 24, 2002
Date of Report (Date of earliest event reported)
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The Scotts Company
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(Exact name of registrant as specified in its charter)
OHIO 1-11593 31-1414921
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
14111 SCOTTSLAWN ROAD, MARYSVILLE, OH 43041
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (937) 644-0011
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
The Scotts Company will be filing a registration statement on Form S-4
for the purpose of registering $70 million 8.625% Senior Subordinated Notes due
2009 which had previously been sold in January 2002 to qualified institutional
buyers under Rule 144A. The Company's Annual Report on Form 10-K as of and for
the year ended September 30, 2001 will be incorporated by reference into the
Form S-4 Registration Statement. The financial statements, footnotes and certain
related disclosures in the Company's Form 10-K for fiscal 2001 are being updated
in this Form 8-K to reflect disclosure and presentation changes that will be
required in the financial statements and related documents for the fiscal year
ending September 30, 2002 as a result of new accounting pronouncements adopted
by The Scotts Company in fiscal 2002 as described in the following paragraphs.
Only those Items in the Form 10-K for fiscal 2001 that were impacted by these
updated disclosures are included in Exhibit 13.
As previously reported in our report on Form 10-Q for the quarter ended
December 29, 2001, the Company changed its reportable segments. The consolidated
financial statements as of and for the year ended September 30, 2001, 2000 and
1999 are included in this Form 8-K reflect the new basis of segment reporting.
In April 2001, the Emerging Issues Task Force (EITF) reached consensus
on Issue 00-25, "Accounting for Consideration from a Vendor to a Retailer in
Connection with the Purchase or Promotion of the Vendor's Products". The Company
adopted this guidance in fiscal 2002 and has amended the consolidated financial
statements as of and for the years ended September 30, 2001, 2000 and 1999
included in this Form 8-K to reflect the new standard.
In June 2001, the FASB issued Statement of Accounting Standard No. 142,
"Goodwill and Other Intangible Assets". The Company adopted SFAS No. 142
effective October 1, 2001. Note 24 of the consolidated financial statements as
of and for the years ended September 30, 2001, 2000 and 1999 included in this
Form 8-K has been added to reconcile the income available to common shareholders
as previously reported in the Company's Form 10-K to the adjusted income
available to common shareholders and related earnings per share as if the
provision of Statement 142 had been adopted as of the earliest period presented.
FINANCIAL STATEMENT AND EXHIBITS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See index to Exhibits at Page 3 for a list of exhibits included
herewith.
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, thereunto duly authorized.
THE SCOTTS COMPANY
Date: June 18, 2002 By: /s/ CHRISTOPHER L. NAGEL
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Christopher L. Nagel
Principal Accounting Officer,
Senior Vice President of Finance,
Corporate North America
(Duly Authorized Officer)
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THE SCOTTS COMPANY
Current Report on Form 8-K
INDEX TO EXHIBITS
Exhibit No. Description Location
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13 Annual Report on Form 10-K for the Year Ended *
September 30, 2001
23 Consent of Independent Accountants *
* Filed herewith
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