Exhibit 99.4
LETTER TO BENEFICIAL HOLDERS
REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING
6.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2013 FOR
6.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2013
OF
THE SCOTTS COMPANY
PURSUANT TO THE PROSPECTUS DATED, 2003
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON,
2003, 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 TENDERS MAY BE WITHDRAWN AT ANY TIME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.
, 2004
To Our Clients:
Enclosed for your consideration is a Prospectus dated, 2004 (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 $200,000,000 in principal
amount of its 6.625% Series B Senior Subordinated Notes due 2013 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for any and all outstanding 6.625% Series A
Senior Subordinated Notes due 2013 (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 , 2004. 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
6.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2013
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 action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of Original Notes.
2
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): ___________________________________________________
Signature(s) ___________________________________________________________________
________________________________________________________________________________
Name(s): _______________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
Principal place of business (if different from address listed above): __________
________________________________________________________________________________
Telephone Number(s).: __________________________________________________________
Taxpayer Identification or Social Security Number(s) ___________________________
Date: _________________________________
3