-----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, GPnhXzNSWgIAh8fj3Bx+Q16pwRByqej6ODbT8NyxrZyVml+lIwToFPCJ+fNan0t9 XOCjQMLBwFhUoRXWdp00eg== 0000896463-97-000006.txt : 19970129 0000896463-97-000006.hdr.sgml : 19970129 ACCESSION NUMBER: 0000896463-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970128 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11593 FILM NUMBER: 97512541 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 8-K 1 Index to Exhibits is on Page 4. 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) JANUARY 13, 1997 THE SCOTTS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 1-11593 31-1199481 - ---------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO 43041 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (937) 644-0011 NOT APPLICABLE -------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 6 Pages. ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable. ITEM 5. OTHER EVENTS. On January 13, 1997, The Scotts Company (the "Registrant") acquired the approximately two-thirds interest in Miracle Holdings Limited ("Miracle Holdings") which the Registrant did not already own. Miracle Holdings owns Miracle Garden Care Limited, a manufacturer and distributor of lawn and garden products in the United Kingdom. The consummation of the acquisition is described in the press release issued on January 13, 1997, which is included herewith as Exhibit 99. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not Applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) - (b) None required. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION PAGE NO. - -------------- ----------- -------- 99 Press Release issued January 13, 1997 5 and 6 ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Not Applicable -2- 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 hereunto duly authorized. THE SCOTTS COMPANY Date: January 27, 1997 By: /s/ Charles M. Berger ______________________________________ Charles M. Berger, Chairman of the Board, President and Chief Executive Officer -3- INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION PAGE NO. - -------------- ----------- -------- 99 Press Release Issued January 13, 1997 5 and 6 -4- EX-99 2 EXHIBIT 99 PRESS RELEASE ISSUED JANUARY 13, 1997 -5- [Scotts Logo] FOR IMMEDIATE RELEASE Scotts Completes United Kingdom Acquisition of Miracle Garden Care, Ltd. Marysville, OH, January 13, 1997 -- The Scotts Company (NYSE:SMG) said today that it had completed its previously announced acquisition of the remaining two-thirds interest in Miracle Garden Care, Ltd., manufacturer and distributor of lawn and garden products in the United Kingdom. Miracle Garden Care was created in 1994 as a result of the sale of Zeneca Garden Care, a spin off of Imperial Chemical Industries, Plc., to Miracle-Gro Products Limited and other institutional investors. Miracle Garden Care has leading positions in several consumer market categories such as general fertilizers for lawn and garden care. Its major consumer brands include Weedol(R), Pathclear(R), and Grasshopper(R). Miracle Garden Care distributes key Scotts brands such as Miracle-Gro(R), Scotts Lawn Builder(R) and Osmocote(R). The company noted that Miracle Garden Care, with its focus on the consumer side of the business, complements Scotts' current European business in the Netherlands which primarily markets controlled release fertilizers and water-soluble fertilizers to professional horticultural users. Charles M. Berger, Scotts' Chairman, President and Chief Executive Officer said "We are enthusiastic about the strategic opportunity presented by this acquisition. It will help us build an integrated team to better serve our customers and grow our international business." Robert Stohler, Senior Vice President - International, The Scotts Company, will also become Managing Director, Miracle Garden Care, and will operate the Scotts International Business Group from England. Headquartered in Marysville, Ohio, for 126 years, The Scotts Company is the world's leading producer and marketer of products for do-it-yourself lawn care and gardening, professional turf care, and horticulture. The company's industry-leading brands include Scotts(R), Turf Builder(R), Miracle-Gro(R), Hyponex(R), and Osmocote(R). Scotts products are sold in the United States, Canada, the United Kingdom, continental Europe, Southeast Asia, the Middle East, Africa, Australia, New Zealand, and several Latin American countries. ________________________________________________________________________________ Safe Harbor Statement under the Private Securities Litigation Act of 1995: The statements contained in this release which are not historical fact are "forward looking statements" that involve various important risks, uncertainties, and other factors which could cause the company's actual results for 1997 and beyond to differ materially from those expressed in such forward looking statements. These important factors include, without limitation, those previously disclosed in the company's securities filings and the possibility that the acquisition may not be completed. Contact: Kerry M. Bierman The Scotts Company 513-644-7043 kerry.bierman@scottsco.com THE SCOTTS COMPANY -- 14111 SCOTTSLAWN ROAD, MARYSVILLE, OH 43041 -- 513/644-0011 -----END PRIVACY-ENHANCED MESSAGE-----