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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 4, 1999 (October 1, 1999)
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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.)
41 South High Street, Suite 3500, Columbus Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 719-5500
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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
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Effective October 1, 1999, the preferred shareholders of The
Scotts Company converted all of their Class A Convertible Preferred Shares into
approximately 10.1 million common shares of Scotts. In exchange for this early
conversion, the preferred shareholders received an aggregate payment of
approximately $6.4 million, representing the amount of the dividends on the
Preferred Shares that would otherwise have been payable through May 2000. Scotts
also agreed to accelerate, from May 2000 (the month during which the Preferred
Shares could first be redeemed by Scotts) to October 1, 1999, the termination of
certain of the standstill provisions in the Amended and Restated Agreement and
Plan of Merger, dated as of May 19, 1995 (the "Miracle-Gro Merger Agreement"),
among Scotts' Miracle-Gro Products, Inc. (as successor to ZYX Corporation and
Stern's Miracle-Gro Products, Inc.), Miracle-Gro Lawn Products Inc., Miracle-Gro
Products Limited, Hagedorn Partnership, L.P., the general partners of Hagedorn
Partnership, L.P., Horace Hagedorn, Community Funds, Inc., and John Kenlon and
Scotts. These transactions were consummated pursuant to the terms of the First
Amendment to Amended and Restated Agreement and Plan of Merger, dated as of
October 1, 1999 (the "First Amendment"), a copy of which is filed as Exhibit 2
to this Form 8-K.
Under the terms of the First Amendment, the voting and transfer
restrictions on Hagedorn Partnership, L.P., Community Funds, Inc., Horace
Hagedorn and John Kenlon (collectively, the "Miracle-Gro Shareholders")
contained in the Miracle-Gro Merger Agreement terminated as of October 1, 1999.
The limitations on the ability of the Miracle-Gro Shareholders to acquire
additional voting securities of Scotts contained in the Miracle-Gro Merger
Agreement terminated as of October 1, 1999, except for the restriction under
which the Miracle-Gro Shareholders may not acquire, directly or indirectly,
beneficial ownership of Voting Stock (as that term is defined in the Miracle-Gro
Merger Agreement as amended) representing more than 49% of the total voting
power of the outstanding Voting Stock except pursuant to a tender offer for 100%
of that total voting power, which tender offer is made at a price per share
which is not less than the market price per share on the last trading day before
the announcement of the tender offer and conditioned upon the receipt of at
least 50% of the Voting Stock beneficially owned by Scotts shareholders other
than the Miracle-Gro Shareholders and their affiliates and associates.
Further information about the conversion of the Convertible
Preferred Stock and the related transactions is included in the Press Release
issued by Scotts on October 4, 1999, a copy of which is included as Exhibit 99
to this Form 8-K.
Item 7. Financial Statements and Exhibits.
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(a) and (b) Not applicable.
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(c) Exhibits:
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Exhibit No. Description
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2 First Amendment to Amended and Restated
Agreement and Plan of Merger, made and
entered into as of October 1, 1999,
among The Scotts Company, Scotts'
Miracle-Gro Products, Inc. (as successor
to ZYX Corporation and Stern's
Miracle-Gro Products, Inc.), Miracle-Gro
Lawn Products Inc., Miracle-Gro Products
Limited, Hagedorn Partnership, L.P.,
Community Funds, Inc., Horace Hagedorn
and John Kenlon, and James Hagedorn,
Katherine Hagedorn Littlefield, Paul
Hagedorn, Peter Hagedorn, Robert
Hagedorn and Susan Hagedorn
99 Press Release issued October 4, 1999
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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 4, 1999 By: /s/ Charles M. Berger
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Its: Chairman, President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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2 First Amendment to Amended and Restated *
Agreement and Plan of Merger, made and
entered into as of October 1, 1999, among
The Scotts Company, Scotts' Miracle-Gro
Products, Inc. (as successor to ZYX
Corporation and Stern's Miracle-Gro
Products, Inc.), Miracle-Gro Lawn
Products Inc., Miracle-Gro Products
Limited, Hagedorn Partnership, L.P.,
Community Funds, Inc., Horace Hagedorn
and John Kenlon, and James Hagedorn,
Katherine Hagedorn Littlefield, Paul
Hagedorn, Peter Hagedorn, Robert Hagedorn
and Susan Hagedorn
99 Press Release issued October 4, 1999 *
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*Filed herewith.
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