<SEC-DOCUMENT>0001172661-12-000052.txt : 20120207
<SEC-HEADER>0001172661-12-000052.hdr.sgml : 20120207
<ACCEPTANCE-DATETIME>20120207151624
ACCESSION NUMBER: 0001172661-12-000052
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120207
DATE AS OF CHANGE: 20120207
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SCOTTS MIRACLE-GRO CO
CENTRAL INDEX KEY: 0000825542
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 311414921
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43851
FILM NUMBER: 12577457
BUSINESS ADDRESS:
STREET 1: 14111 SCOTTSLAWN ROAD
CITY: MARYSVILLE
STATE: OH
ZIP: 43041
BUSINESS PHONE: 9376440011
MAIL ADDRESS:
STREET 1: 14111 SCOTTSLAWN ROAD
STREET 2: N/A
CITY: MARYSVILLE
STATE: OH
ZIP: 43041
FORMER COMPANY:
FORMER CONFORMED NAME: SCOTTS COMPANY
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CDS HOLDING CORP
DATE OF NAME CHANGE: 19900104
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Independent Franchise Partners LLP
CENTRAL INDEX KEY: 0001483866
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 20 BALDERTON STREET
STREET 2: 5TH FLOOR
CITY: LONDON
STATE: X0
ZIP: W1K6TL
BUSINESS PHONE: 442074959070
MAIL ADDRESS:
STREET 1: 20 BALDERTON STREET
STREET 2: 5TH FLOOR
CITY: LONDON
STATE: X0
ZIP: W1K6TL
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>smg123111.txt
<DESCRIPTION>SCHEDULE 13G HOLDINGS REPORT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
The Scotts Miracle-Gro Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
810186106
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<Page>
CUSIP No. 810186106
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
Independent Franchise Partners, LLP
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United Kingdom
5. Sole Voting Power: 3,290,909
Number of
Shares 6. Shared Voting Power: 123,172
Beneficially
Owned by 7. Sole Dispositive Power: 3,414,081
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,414,081
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.60%
12. Type of Reporting Person
IA
<Page>
Item 1. (a) Name of Issuer: The Scotts Miracle-Gro Company
(b) Address of Issuer's Principal Executive Offices:
14111 Scottslawn Road
Marysville, Ohio 43041
Item 2. (a) Name of Person Filing:
Independent Franchise Partners, LLP
(b) Address of Principal Business Offices:
20 Balderton Street
London, W1K 6TL
United Kingdom
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 810186106
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [X] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
<Page>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<Page>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 7, 2012
Independent Franchise Partners, LLP
By: /s/ John Kelly-Jones
--------------------------
Name: John Kelly-Jones
Title: Chief Operating Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>