UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2004
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THE SCOTTS COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-13292 31-1414921
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
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(Address of principal executive offices) (Zip Code)
(937) 644-0011
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
On December 8, 2004, the Registrant filed a Current Report on Form 8-K ("Form
8-K")to report that the Registrant's Audit Committee had dismissed the
Registrant's then current independent registered public accounting firm,
PricewaterhouseCoopers LLP ("PwC"). This Amendment to the Form 8-K ("Amended
Form 8-K/A") is being filed to report the Registrant's engagement of Deloitte &
Touche LLP as the Company's independent registered public accounting firm,
effective as of December 17, 2004, to report a reportable condition in
accordance with Item 304 (a)(1)(v)(D) of Regulation S-K and to file a copy of
PwC's letter, dated December 17, 2004, stating its agreement with the statements
contained in this Amended Form 8-K.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
At a meeting held on December 2, 2004, the Audit Committee of The
Scotts Company (the "Company") dismissed the current independent registered
public accounting firm, PricewaterhouseCoopers LLP ("PwC") and approved the
engagement of Deloitte & Touche LLP ("Deloitte") as the Company's independent
registered public accounting firm. Deloitte accepted the engagement as the
Company's independent registered public accounting firm effective as of December
17, 2004.
PwC's reports on the Company's consolidated financial statements for
each of the fiscal years ended September 30, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principle.
During the Company's fiscal years ended September 30, 2004 and 2003,
and the subsequent interim period from October 1, 2004 through December 2, 2004,
(a) there were no disagreements between the Company and PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to PwC's satisfaction, would have
caused PwC to make reference to the subject matter in connection with PwC's
reports on the Company's consolidated financial statements for such years; and
(b) there were no reportable events as defined in Item 304(a)(1)(v) of SEC
Regulation S-K, except for the open consultation discussed below.
As of the date of PwC's dismissal as the Company's independent
registered public accounting firm, PwC and the Company had an open consultation
regarding the appropriate accounting treatment for an approximately $3,000,000
liability resulting from a bonus pool related to an acquisition made during the
first quarter of the Company's 2005 fiscal year. At the time of their dismissal,
PwC did not have sufficient information to reach a conclusion on the appropriate
accounting for this matter. Management has not yet determined the appropriate
accounting treatment for the matter and will consult with Deloitte prior to
making any such determination. Since this matter was not resolved prior to PwC's
dismissal, this matter is considered a reportable event under Item
304(a)(1)(v)(D) of Regulation S-K.
During the fiscal years ended September 30, 2004 and 2003 and through
the date hereof, the Company did not consult with Deloitte & Touche LLP
regarding any of the matters or reportable events set forth in Item 304(a)(2)(i)
and (ii) of SEC Regulation S-K.
The Company provided PwC with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of PwC's letter, dated December 17, 2004,
stating its agreement with such statements.
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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
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16 Letter to the Securities and Exchange
Commission from PricewaterhouseCoopers
LLP, dated December 17, 2004
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: December 17, 2004 By: /s/ Christopher L. Nagel
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Printed Name: Christopher L. Nagel
Title: Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated December 17, 2004
The Scotts Company
Exhibit No. Description
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16 Letter to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP, dated December 17, 2004
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