-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TFl4NCQDkV4tGmugi1ZShNZCNZZ+BzMIp5LiuRweTWVmEmDkR40f7PfH9oP3Tdxt DlGU9KGxezdayqNhQY7gzw== 0000898382-97-000031.txt : 19970724 0000898382-97-000031.hdr.sgml : 19970724 ACCESSION NUMBER: 0000898382-97-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970723 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTS COMPANY CENTRAL INDEX KEY: 0000825542 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 311199481 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43851 FILM NUMBER: 97644120 BUSINESS ADDRESS: STREET 1: 14111 SCOTTSLAWN RD CITY: MARYSVILLE STATE: OH ZIP: 43041 BUSINESS PHONE: 5136440011 MAIL ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD CITY: MARYSVILLE STATE: OH ZIP: 43041 FORMER COMPANY: FORMER CONFORMED NAME: CDS HOLDING CORP DATE OF NAME CHANGE: 19900104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 128321905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL STREET PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-3258660 MAIL ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL ST PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* THE SCOTTS COMPANY (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 810186106 (CUSIP Number) Alan M. Stark 80 Main Street West Orange, New Jersey 07052 (201)325-8660 (Name Address, and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 1997 (Date of Event which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 810186106 __________________________________________________________________ 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person LEON G. COOPERMAN S.S. No. ###-##-#### _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds: WC _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . . NOT APPLICABLE _________________________________________________________________ 6) Citizenship or place of Organization: UNITED STATES _________________________________________________________________ (7) Sole voting Power Number of 681,200 Shares Bene- ____________________________________________________ ficially (8) Shared Voting Power owned by 167,700 Each Report- ____________________________________________________ ing Person (9) Sole Dispositive Power With 681,200 _________________________________________________________________ (10) Shared Dispositive Power 167,700 _________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 848,900 _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) excludes certain shares: N/A _________________________________________________________________ 13) Percent of Class Represented by Amount in Box (11): 4.6% _________________________________________________________________ 14) Type of Reporting Person I N Item 3. Source and Amount of Funds or Other Consideration. Cooperman beneficially owns 848,900 Shares. Of this amount, 266,900 Shares were purchased by Omega Capital Partners, L.P., at a cost of $4,221,573; 21,900 Shares were purchased by Omega Institutional Partners, L.P., at a cost of $403,769; 392,400 Shares were purchased by Omega Overseas Partners, Ltd., at a cost of $7,452,644; and 167,700 Shares were purchased by the Managed Account at a cost of $2,903,959. The source of funds for the purchase of all such Shares was investment capital. Item 5. Interest in Securities of the Issuer. Based upon the information contained in the Company's Form 10Q for the quarterly period ended March 29, 1997, filed with the Securities & Exchange Commission, there were 18,597,147 Shares of Common Stock issued and outstanding on May 7, 1997. Omega Capital Partners, L.P. owns 266,900 Shares, or 1.4% of those outstanding; Omega Institutional Partners, L.P. owns 21,900 Shares, or 0.1% of those outstanding; Omega Overseas Partners, Ltd. owns 392,400 Shares, or 2.1% of those outstanding; and the Managed Account owns 167,700 Shares, or 1.0% of those outstanding. The following table details the transactions by each of Omega Capital Partners, L.P., Omega Institutional Partners, L.P., Omega Overseas Partners, Ltd., and the Managed Account in shares of Common Stock within the 60 day period prior to this filing. All such transactions were open market sale transactions. Omega Capital Partners, L.P. Date of Amount of Price Per Transaction Shares Share 07/11/97 2,400 $29.81 07/14/97 4,600 29.50 07/15/97 61,200 29.92 07/16/97 32,100 30.34 07/17/97 1,000 29.59 07/18/97 400 28.38 Omega Institutional Partner, L.P. Date of Amount of Price Per Transaction Shares Share 07/10/97 200 $29.59 07/11/97 200 29.81 07/14/97 400 29.50 07/15/97 4,900 29.92 07/16/97 2,600 30.31 07/17/97 100 29.59 Omega Overseas Partners, Ltd. Date of Amount of Price Per Transaction Shares Share 07/15/97 5,000 $29.92 07/16/97 47,000 30.34 07/17/97 1,700 29.59 07/18/97 500 28.38 The Managed Account Date of Amount of Price Per Transaction Shares Share 07/10/97 38,800 $29.59 07/11/97 1,400 29.81 07/14/97 2,500 29.50 07/15/97 33,200 29.92 07/16/97 17,300 30.34 07/17/97 700 29.59 07/18/97 100 28.38 Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: July 23, 1997 /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Capital Partners, L.P., pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Institutional Partners, L.P., pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as President of Omega Advisors, Inc., pursuant to Power of Attorney on file. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----