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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): October 1, 1998
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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 jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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.)
Index to Exhibits is on Page 5.
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ITEM 5. OTHER EVENTS.
As more fully described in the press release attached hereto as
Exhibit 99(a) and incorporated herein by this reference (the "Roundup(R)/Ortho
Business Group Press Release"), on October 1, 1998, The Scotts Company
("Scotts") announced that it completed an agreement with Monsanto Company
("Monsanto") for exclusive international agency and marketing rights to
Monsanto's consumer Roundup(R) herbicide products. Roundup(R) is the leading
consumer herbicide brand in the United States and has a substantial presence
internationally. In this agreement, Monsanto continues to own and control the
Roundup(R) lawn and garden business worldwide. The Roundup(R) agreement covers
most major consumer lawn and garden markets in the world, including the United
States, Canada, Germany, France, the U.K. and Australia. Scotts will take
responsibility for these functions immediately in North America with a longer
transition expected in Europe and Australia. The agreement does not involve
Monsanto's Roundup(R) business for agricultural markets.
In the Roundup(R)/Ortho Business Group Press Release, Scotts also
announced that it has established an Ortho Business Group that will be
responsible for managing the exclusive Roundup(R) agreement as well as the
Ortho(R) and related lawn and garden businesses that Scotts intends to purchase
from Monsanto at a future date. Scotts and Monsanto will partner in the
development of global consumer and trade marketing programs for Roundup(R), and
Scotts will be responsible for sales support, merchandising, distribution and
logistics. Scotts and Monsanto will form a joint team to steer the Roundup(R)
worldwide business. Please see the Roundup(R)/Ortho Business Group Press Release
for a more complete discussion of the Roundup(R) agreement and the Ortho
Business Group.
As noted in the Roundup(R)/Ortho Business Group Press Release,
Scotts previously announced that it has separately signed a letter of intent to
acquire the assets of Monsanto's other consumer lawn and garden businesses,
including its Ortho(R) product line and other international consumer pesticide
brands, for approximately $300,000,000.
As more fully described in the press release attached hereto as
Exhibit 99(b) and incorporated herein by this reference (the "Press Release
Regarding Consolidation of U.K. Operations and Exiting of Non-Core Business"),
on October 1, 1998, Scotts also announced that it will consolidate its two U.K.
operations into a single lower-cost business, discontinue most of its United
States composting operations, and divest its AgrEvo pesticides business. Please
see the Press Release Regarding Consolidation of U.K. Operations and Exiting of
Non-Core Business for a more complete discussion of the reasons for, and the
impacts of, the consolidation of the U.K. operations, the discontinuation of
most of the United States composting operations and the divestiture of the
AgrEvo pesticides business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None required.
(b) None required.
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(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
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99(a) Press Release, issued October 1, 1998, reporting
completion of Roundup(R) agency and marketing
agreement and establishment of new Ortho
Business Group
99(b) Press Release, issued October 1, 1998, regarding
consolidation of U.K. operations and exiting of
non-core business
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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: October 1, 1998 By: /s/ Jean H. Mordo
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Jean H. Mordo, Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION PAGE NO.
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99(a) Press Release, issued October 1, 1998, reporting *
completion of Roundup(R) agency and marketing agreement
and establishment of new Ortho Business Group
99(b) Press Release, issued October 1, 1998, regarding *
consolidation of U.K. operations and exiting of
non-core business
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*Filed herewith
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