UNITED STATES
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
Date of Report (Date of earliest event reported): October 5, 2004 (October 4,
2004) ---------------------------
-----
THE SCOTTS COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-13292 31-1414921
--------------- ------------------------ -------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
14111 Scottslawn Road, Marysville, Ohio 43041
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(937) 644-0011
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Section 7 - Regulation FD
-------------------------
Item 7.01. Regulation FD Disclosure.
------------------------------------
On October 4, 2004, The Scotts Company (the "Registrant"),
issued a press release (the "Release") announcing the completion of the
previously announced acquisition of Smith & Hawken, Ltd. ("Smith & Hawken"). The
purchase price of Smith & Hawken is approximately $68.5 million, which includes
the value of acquired tax benefits. The cash portion of the purchase price was
funded with cash on hand as permitted by the Registrant's existing credit
facility. A copy of the Release is furnished as Exhibit 99 to this Current
Report on Form 8-K and is incorporated herein by this reference.
Section 9 - Financial Statements and Exhibits
---------------------------------------------
Item 9.01. Financial Statements and Exhibits.
---------------------------------------------
(a) Financial statements of businesses acquired:
-------------------------------------------
Not applicable.
(b) Pro forma financial information:
-------------------------------
Not applicable.
(c) Exhibits:
--------
Exhibit No. Description
----------- -----------
99 News release issued by The Scotts
Company on October 4, 2004.
The information in this Current Report on Form 8-K, including
Exhibit 99 furnished herewith, is being furnished and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that Section, except
if the Registrant specifically states that the information is to be considered
"filed" under the Exchange Act or incorporates it by reference into a filing
under the Securities Act of 1933 or the Exchange Act.
[Remainder of page intentionally left blank;
signature on following page.]
-2-
SIGNATURE
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.
THE SCOTTS COMPANY
Dated: October 5, 2004 By: /s/ Christopher L. Nagel
----------------------------------------
Printed Name: Christopher L. Nagel
Title: Executive Vice President and
Chief Financial Officer
-3-
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated October 5, 2004
The Scotts Company
Exhibit No. Description
----------- -----------
99 News release issued by The Scotts Company on October 4, 2004.
-4-