EXHIBIT 99.4
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 8.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2009 FOR
8.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
THE SCOTTS COMPANY
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE
EXPIRATION DATE.
, 2002
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus dated , 2002 (the
"Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that
together constitute the offer (the "Exchange Offer") by The Scotts Company, an
Ohio corporation (the "Company"), to exchange up to $70,000,000 in principal
amount of its 8.625% Series B Senior Subordinated Notes due 2009 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for any and all outstanding 8.625% Series A Senior
Subordinated Notes due 2009 (the "Original Notes"), upon the terms and
conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal
more fully describe the Exchange Offer. Capitalized terms used but not defined
herein have the meanings given to them in the Prospectus.
These materials are being forwarded to you as the beneficial owner of
Original Notes carried by us for your account or benefit but not registered in
your name. A tender of any Original Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Original Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Original Notes in the Exchange
Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of your Original Notes, pursuant to the terms and conditions set
forth in the Prospectus and Letter of Transmittal. We urge you to read carefully
the Prospectus and Letter of Transmittal before instructing us to tender your
Original Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Original Notes on your behalf in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 2002. Original Notes tendered pursuant
to the Exchange Offer may be withdrawn, subject to the procedures described in
the Prospectus, at any time prior to the Expiration Date.
If you wish to have us tender any or all of your Original Notes held by us
for your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying Letter
of Transmittal is furnished to you for informational purposes only and may not
be used by you to tender Original Notes held by us and registered in our name
for your account or benefit.
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF 8.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
OF THE SCOTTS COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the Exchange Offer of the Company.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus. This will instruct you to tender the principal amount of
Original Notes indicated below held by you for the account or benefit of the
undersigned, pursuant to the terms of and conditions set forth in the Prospectus
and the Letter of Transmittal.
The aggregate face amount of the Original Notes held by you for the account
of the undersigned is (fill in amount): $
------------------ .
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Original Notes held by you for the account of the
undersigned (insert principal amount of Original Notes to be tendered, if
any): $
----------------------- .
[ ] NOT to TENDER any Original Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Original Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Original Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state) , (ii) the undersigned is acquiring the
Exchange Notes in the ordinary course of business of the undersigned, (iii) the
undersigned has no arrangement or understanding with any person to participate
in the distribution of Exchange Notes, (iv) the undersigned acknowledges that
any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
Section 10 of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the Staff of the Securities and Exchange Commission set forth in
certain no action letters (See the section of the Prospectus entitled "The
exchange offer -- Resale of the exchange notes"), (v) the undersigned
understands that a secondary resale transaction described in clause (iv) above
and any resales of Exchange Notes obtained by the undersigned in exchange for
the Original Notes acquired by the undersigned directly from the Company should
be covered by an effective registration statement containing the selling
securityholder information required by Item 507 or Item 508, if applicable, of
Regulation S-K of the Commission, (vi) the undersigned is not an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company, and (vii) if the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other
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action as necessary under the Prospectus or the Letter of Transmittal to effect
the valid tender of Original Notes.
The purchaser status of the undersigned is (check the box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S under the Securities Act)
that purchased the Original Notes outside the United States in accordance
with Rule 904 under the Securities Act
[ ] Other (describe)
SIGN HERE
Name of Beneficial Owner(s):
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Signature(s)
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Name(s):
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(Please Type or Print)
Address:
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(Zip Code)
Principal place of business (if different from address listed above):
- ----------------------------------
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Telephone Number(s):
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Taxpayer Identification or Social Security Number(s)
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Date:
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