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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) December 29, 1997
(December 12, 1997)
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THE SCOTTS COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-11593 31-1199481
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
14111 Scottslawn Road, Marysville, Ohio 43041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 644-0011
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
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Not Applicable.
Item 2. Acquisition or Disposition of Assets.
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On December 12, 1997, Scotts Holdings Limited ("Scotts
Holdings"), a wholly-owned subsidiary of The Scotts Company, purchased all of
the outstanding shares of Levington Group Limited ("Levington") which, through
its subsidiaries, is the leading producer of consumer and professional lawn
fertilizer, organics and horticultural products in the United Kingdom. The
shares of Levington were purchased from Prudential Nominees Limited PAC Account;
Prudential Nominees Limited PSPS Account; Prudential Nominees Limited USV
Account; Prudential Nominees Limited BWV Account; Prudential Nominees Limited
Holborn Account; Prutec Limited; The Sears Pension Plan by The Chase Manhattan
Bank NA; HSBC Equity Limited; Candover Investments plc; Candover Trustees
Limited; Candover Partners Limited as General Partner of Candover 1991 Lead
Investors Limited Partner; Candover Partners Limited as General Partner of
Candover 1991 UK Limited Partnership; Candover Partners Limited as General
Partner of Candover 1991 US Limited Partnership; 3i Group plc; NatWest Ventures
Investments Limited; Philip Parry; Mrs. L. Parry; Philip Parry and Lynne Parry
as trustees of the Parry Trust; N. W. Gibbs; Mrs. A. Gibbs; N. W. Gibbs and A.
Gibbs as trustees of the Gibbs Trusts; P. J. Elsdon; Mrs. B. Elsdon; P. J.
Elsdon and B. Elsdon as trustees of the Elsdon Trust; and Fairmount Trustee
Services Limited as trustee for the time being of the Levington Unapproved
Pension Fund, in a privately-negotiated transaction.
The aggregate amount of consideration for the shares of
Levington acquired by Scotts Holdings (including debt assumed and acquisition
costs) was approximately 56.7 U.K. Pounds Sterling or approximately $93.7
million U.S. Dollars. Scotts Holdings used funds available under the Fourth
Amended and Restated Credit Agreement (the "Credit Agreement"), to which Scotts
Holdings and The Scotts Company are parties, in order to pay the purchase price
for the shares of Levington. The identity of the banks which are parties to the
Credit Agreement has been omitted as contemplated under Item 2(a) of Form 8-K
and filed separately with the Securities and Exchange Commission.
Neither Scotts Holdings nor The Scotts Company has any present
plans to devote any material amount of the assets related to the operations of
Levington and its subsidiaries to purposes other than the production of consumer
and professional lawn fertilizer, organics and horticultural products.
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The consummation of the acquisition of Levington is described
in the press release issued on December 15, 1997, which is included herewith as
Exhibit 99.
Item 3. Bankruptcy or Receivership.
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable.
Item 5. Other Events.
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Not Applicable.
Item 6. Resignations of Registrant's Directors.
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Not Applicable.
Item 7. Financial Statements and Exhibits.
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(a) - (b) No financial statements or pro forma financial
information is required to be filed herewith.
(c) Exhibits:
Exhibit Number Description
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2 Agreement for the Sale and
Purchase of Levington Group
Limited, dated December 12, 1997,
between Scotts Holdings Limited,
as Purchaser, and Prudential
Nominees Limited PAC Account;
Prudential Nominees Limited PSPS
Account; Prudential Nominees
Limited USV Account; Prudential
Nominees Limited BWV Account;
Prudential Nominees Limited
Holborn Account; Prutec Limited;
The Sears Pension Plan by The
Chase Manhattan Bank NA; HSBC
Equity Limited; Candover
Investments plc; Candover
Trustees Limited; Candover
Partners Limited as General
Partner of Candover 1991 Lead
Investors Limited Partner;
Candover Partners Limited as
General Partner of Candover 1991
UK Limited Partnership; Candover
Partners Limited as General
Partner of Candover 1991 US
Limited
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Partnership; 3i Group plc;
NatWest Ventures Investments
Limited; Philip Parry; Mrs. L.
Parry; Philip Parry and Lynne
Parry as trustees of the Parry
Trust; N. W. Gibbs; Mrs. A.
Gibbs; N. W. Gibbs and A. Gibbs
as trustees of the Gibbs Trusts;
P. J. Elsdon; Mrs. B. Elsdon; P.
J. Elsdon and B. Elsdon as
trustees of the Elsdon Trust; and
Fairmount Trustee Services
Limited as trustee for the time
being of the Levington Unapproved
Pension Fund, as Sellers
99 Press Release issued December 15,
1997
Item 8. Change in Fiscal Year.
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Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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Not Applicable
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SIGNATURES
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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: December 29, 1997 By: /s/ Charles M. Berger
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Charles M. Berger, Chairman of
the Board, President and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit Number Description Location
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2 Agreement for the Sale and Purchase of Levington Group *
Limited, dated December 12, 1997, between Scotts Holdings
Limited, as Purchaser, and Prudential Nominees Limited PAC
Account; Prudential Nominees Limited PSPS Account;
Prudential Nominees Limited USV Account; Prudential
Nominees Limited BWV Account; Prudential Nominees Limited
Holborn Account; Prutec Limited; The Sears Pension Plan by
The Chase Manhattan Bank NA; HSBC Equity Limited; Candover
Investments plc; Candover Trustees Limited; Candover
Partners Limited as General Partner of Candover 1991 Lead
Investors Limited Partner; Candover Partners Limited as
General Partner of Candover 1991 UK Limited Partnership;
Candover Partners Limited as General Partner of Candover
1991 US Limited Partnership; 3i Group plc; NatWest
Ventures Investments Limited; Philip Parry; Mrs. L. Parry;
Philip Parry and Lynne Parry as trustees of the Parry
Trust; N. W. Gibbs; Mrs. A. Gibbs; N. W. Gibbs and
A. Gibbs as trustees of the Gibbs Trusts; P. J. Elsdon;
Mrs. B. Elsdon; P. J. Elsdon and B. Elsdon as trustees of
the Elsdon Trust; and Fairmount Trustee Services Limited
as trustee for the time being of the Levington Unapproved
Pension Fund, as Sellers
99 Press Release Issued December 15, 1997 *
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*Filed herewith.
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