8-K

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) August 29, 2005 (August 26, 2005)

SCP POOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (985) 892-5521

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ 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))

Item 1.01 Entry into a Material Definitive Agreement

On August 26, 2005, SCP Pool Corporation (“Pool”), through its newly formed and wholly-owned subsidiary, Horizon Distributors, Inc. (“Distributors”), entered into an Agreement and Plan of Merger (the “Agreement”) with Automatic Rain Company (“Horizon”), Eleanor J. Hayes Trust UDT, Hayes Non-Exempt Marital Trust UDT, Hayes Family Bypass Trust UDT, Hayes Exempt Marital Trust UDT, Maribeth McPherson, Margaret L. Hayes, Willard G. Hayes, Douglas S. Hayes, W. & E. Hayes Grandchild Trust UAD for Benefit of Vance Hayes, Douglas S. Hayes for Vance Erling Hayes, W. & E. Hayes Grandchild Trust UAD for Benefit of Scott Willard Hayes, W. & E. Hayes Grandchild Trust UAD for Benefit of Kyle Richard Hayes, W. & E. Hayes Grandchild Trust UAD for Benefit of Caitlin Eleanor McPherson, W. & E. Hayes Grandchild Trust UAD for Benefit of Derek Allen McPherson, W. & E. Hayes Grandchild Trust UAD for Benefit of John Roy McPherson, the Lange Family Trust and David E. Lange. Pursuant to the Agreement, Horizon will be merged with and into Distributors. The issued and outstanding stock of Horizon will be converted into the right to receive aggregate cash merger consideration of approximately $85 million, subject to a working capital adjustment.

Prior to the entry into the Agreement, there was no material relationship between Horizon and POOL or any affiliates, directors or officers of POOL, including any associate of such director or officer.

Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in October, 2005.

Item 7.01 Regulation FD Disclosure.

On August 26, 2005, SCP Pool Corporation issued the press release attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release issued by SCP Pool Corporation on August 26, 2005, announcing the proposed acquisition of Automatic Rain Company

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.

SCP POOL CORPORATION
By:	/s/ Manuel J. Perez de la Mesa
	Manuel J. Perez de la Mesa
	President and Chief Executive Officer

Dated: August 26, 2005

EX-99.1

Exhibit 99.1

SCP POOL CORPORATION TO ACQUIRE HORIZON

SCHEDULES CONFERENCE CALL

COVINGTON, LA (August 26, 2005) – SCP Pool Corporation (NASDAQ/NM:POOL) announced today that it has signed a definitive agreement to acquire Automatic Rain Company (d/b/a “Horizon”), a leading regional wholesale distributor of irrigation and landscape products serving professional contractors in the landscape construction and maintenance markets. With 40 distribution locations in eight western and southwestern states, Horizon’s net sales are projected to be approximately $175 million for fiscal 2005. POOL will fund this transaction through utilization of its existing bank facilities.

Manuel Perez de la Mesa, POOL President and CEO, commented, “This transaction brings added depth and diversity to POOL through an extension of our complementary products offering. It is the culmination of a search that began in 1999 to identify a suitable distribution platform in the $3+ billion irrigation and landscape marketplace to complement our objective of being the resource for pool and landscaping contractors. Horizon is a natural addition to our business, as irrigation and landscaping is often a key component to completing a swimming pool installation or remodeling. Similar to POOL, Horizon operates in a marketplace that has been favorably impacted by the trend for increased homeowner spending on outdoor living space.”

“Horizon’s product offerings complement POOL’s as both companies have initiatives to enhance the value proposition to their customers by becoming a “one-stop shop”. By strengthening its complementary products offering, POOL provides additional opportunity to increase long-term shareholder value. Given the similar growth opportunities available, there are no plans to consolidate or reduce the number of distribution locations. In fact, the objective is to continue growing the distribution networks by taking advantage of the cross-selling opportunities brought about by the expanded product and customer base” added Perez de la Mesa.

The transaction, which is expected to close by October 2005, subject to regulatory approval, is expected to contribute an accretive benefit to POOL of $0.05 per share in fiscal 2006.

Pool will host a conference call to discuss the acquisition on Monday, August 29, 2005, at 10:00 a.m. CDT which will be available via webcast at our website www.poolcorp.com. Replay of the webcast will be available at our website after 11:00 a.m. CDT.

SCP Pool Corporation is the largest wholesale distributor of swimming pool supplies and related products. Currently, POOL operates over 200 service centers in North America and Europe, through which it distributes more than 91,000 national brand and private label products to roughly 48,000 wholesale customers. See www.horizononline.com for more information on Horizon.

POOL to Acquire Horizon

Page 2

This news release may include “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in POOL’s 2004 Form 10-K and subsequent Form 10-Qs filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard

SCP Pool Corporation

Treasurer

985.801.5117

craig.hubbard@poolcorp.com