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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 11, 1998 (December 9, 1998)
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THE SCOTTS COMPANY
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(Exact name of registrant as specified in its charter)
OHIO 1-11593 31-1414921
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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 4.
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ITEM 5. OTHER EVENTS.
On December 9, 1998, The Scotts Company (the "Company") announced
that it had closed its Senior Secured Credit Facilities totaling $1.025 billion
(the "Credit Facilities"). The Company will use proceeds from the Credit
Facilities to refinance the purchase of Rhone-Poulenc Jardin's lawn and garden
business and to refinance its existing credit agreement. The Credit Facilities
are comprised of a $500 million revolving credit facility and $525 million in
term loan facilities. The term portions of the facilities include a $265 million
multi-currency Tranche A, a $140 million Tranche B and a $120 million Tranche C.
Chase Securities Inc. acted as Book Manager and Lead Arranger for a syndicate
that includes as Administrative Agent The Chase Manhattan Bank, as Syndication
Agent Salomon Smith Barney, Inc. and as Co-Documentation Agents Credit Lyonnais
Chicago Branch and NBD Bank.
The closing of the Credit Facilities is described in the press
release issued on December 9, 1998, which is included herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None required.
(b) None required.
(c) Exhibits.
EXHIBIT
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NUMBER DESCRIPTION
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4 Credit Agreement, dated as of December 4, 1998, by
and among The Scotts Company; OM Scott International
Investments Ltd., Miracle Garden Care Limited,
Scotts Holdings Limited, Hyponex Corporation,
Scotts' Miracle-Gro Products, Inc., Scotts-Sierra
Horticultural Products Company, Republic Tool &
Manufacturing Corp., Scotts-Sierra Investments,
Inc., Scotts France Holdings SARL, Scotts Holding
GmbH, Scotts Celaflor GmbH & Co. KG, Scotts France
SARL, Scotts Belgium 2 BVBA and The Scotts Company
(UK) Ltd. as Subsidiary Borrowers; the lenders party
thereto; The Chase Manhattan Bank as Administrative
Agent; Salomon Smith Barney, Inc. as Syndication
Agent; Credit Lyonnais Chicago Branch and NBD Bank
as Co-Documentation Agents; and Chase Securities
Inc. as Lead Arranger and as Book Manager
99 Press Release issued December 9, 1998
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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 11, 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 DESCRIPTION PAGE NO.
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NUMBER
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4 Credit Agreement, dated as of December 4, 1998, by *
and among The Scotts Company; OM Scott International
Investments Ltd., Miracle Garden Care Limited,
Scotts Holdings Limited, Hyponex Corporation,
Scotts' Miracle-Gro Products, Inc., Scotts-Sierra
Horticultural Products Company, Republic Tool &
Manufacturing Corp., Scotts-Sierra Investments,
Inc., Scotts France Holdings SARL, Scotts Holding
GmbH, Scotts Celaflor GmbH & Co. KG, Scotts France
SARL, Scotts Belgium 2 BVBA and The Scotts Company
(UK) Ltd. as Subsidiary Borrowers; the lenders party
thereto; The Chase Manhattan Bank as Administrative
Agent; Salomon Smith Barney, Inc. as Syndication
Agent; Credit Lyonnais Chicago Branch and NBD Bank
as Co-Documentation Agents; and Chase Securities
Inc. as Lead Arranger and as Book Manager
99 Press Release issued December 9, 1998 *
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*Filed herewith
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