UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
of the Securities Exchange Act of 1934
(Amendment No. 2)
The Scotts Miracle-Gro Company
(Name of Subject Company (issuer))
The Scotts Miracle-Gro Company (Offeror and Issuer)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Shares, without par value
(Title of Class of Securities)
(Title of Class of Securities)
810186106
(CUSIP Number of Class of Securities)
David M. Aronowitz
Executive Vice President, General Counsel and Corporate Secretary
The Scotts Miracle-Gro Company
14111 Scottslawn Road
Marysville, Ohio 43041
(937) 644-0011
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
(CUSIP Number of Class of Securities)
David M. Aronowitz
Executive Vice President, General Counsel and Corporate Secretary
The Scotts Miracle-Gro Company
14111 Scottslawn Road
Marysville, Ohio 43041
(937) 644-0011
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Ronald A. Robins, Jr.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-6400
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-6400
Calculation of Filing Fee
Transaction valuation*
|
Amount of Filing Fee** | |
$250,000,000.00
|
$26,750.00 | |
* Calculated solely for
the purpose of determining the amount of the filing fee. This amount is based
upon the purchase of 4,504,504 common shares at the maximum tender offer price
of $55.50 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for Fiscal
Year 2007 issued by the Securities and Exchange Commission, equals $107.00 per
million of the value of the transaction.
þ
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $26,750.00
Form or Registration No.: Schedule TO-I
Filing Party: The Scotts Miracle-Gro Company
Date Filed: January 10, 2007
Form or Registration No.: Schedule TO-I
Filing Party: The Scotts Miracle-Gro Company
Date Filed: January 10, 2007
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: o
INTRODUCTION
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on
January 10, 2007, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on
Schedule TO filed with the Commission on February 2, 2007 (collectively, the “Schedule TO”) by The
Scotts Miracle-Gro Company, an Ohio corporation (“SMG”), and relates to the offer by SMG to
purchase for cash up to 4,504,504 of its common shares, without par value, or such lesser number of
common shares as is validly tendered and not validly withdrawn, at a price of not less than $48.50
nor greater than $55.50 per share, without interest. SMG’s offer is being made upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 10, 2007 (the “Offer to
Purchase”), and in the related Letter of Transmittal, copies of which were previously filed as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO (which together, as amended or
supplemented from time to time, constitute the “Offer”).
The information contained in the Offer is expressly incorporated by reference into this
Amendment in response to all of the applicable items in Schedule TO, except that such information
is hereby amended and supplemented to the extent specifically provided herein. This Amendment No.
2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the
Securities Exchange Act of 1934, as amended.
Item 1. Summary Term Sheet.
Item 4. Terms of the Transaction.
Each of Item 1 and Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:
SMG has extended the expiration time of the Offer from 12:00 midnight, New York City time, on
Thursday, February 8, 2007, to 12:00 midnight, New York City time, on Wednesday, February 14, 2007,
unless further extended by SMG. A copy of SMG’s press release announcing the extension of the
expiration time of the offer is attached as Exhibit (a)(5)(v) to the Schedule TO.
On February 7, 2007, SMG and certain of its subsidiaries entered into an Amended and Restated
Credit Agreement with JPMorgan Chase Bank, N.A., Bank of America, N.A., Citigroup Global Markets
Inc., the lenders party thereto and certain of their respective affiliates. The material terms and
conditions of the Amended and Restated Credit Agreement are
substantially as set forth in the Commitment Letter,
dated December 11, 2006, previously filed with the Schedule TO as Exhibit (b)(i) and summarized in
Section 9, “Source and Amount of Funds,” of the Offer to Purchase. As a result of the foregoing,
the condition of the Offer that we shall have obtained financing on terms and conditions reasonably
satisfactory to us in an amount sufficient to purchase the shares pursuant to the Offer has been
deemed satisfied by us. The Offer remains subject to certain other conditions specified in Section
7, “Conditions of the Offer,” of the Offer to Purchase. Copies of the Amended and Restated Credit
Agreement and the related Amended and Restated Guarantee and Collateral Agreement are attached as
Exhibits (b)(ii) and (b)(iii), respectively, to the Schedule TO. A copy of SMG’s press release
announcing the entry into the Amended and Restated Credit Agreement is attached as Exhibit
(a)(5)(v) to the Schedule TO.
Item 6. Purposes of the Transaction and Plans or Proposals.
Items 7. Source and Amount of Funds or Other Consideration.
Each of Item 6(c) and Item 7 of the Schedule TO is hereby amended and supplemented as follows:
On February 7, 2007, SMG and certain of its subsidiaries entered into an Amended and Restated
Credit Agreement with JPMorgan Chase Bank, N.A., Bank of America, N.A., Citigroup Global Markets
Inc., the lenders party thereto and certain of their respective affiliates. The material terms and
conditions of the Amended and Restated Credit Agreement are
substantially as set forth in the Commitment Letter,
dated December 11, 2006, previously filed with the Schedule TO as Exhibit (b)(i) and summarized in
Section 9, “Source and Amount of Funds,” of the Offer to Purchase. As a result of the foregoing,
the condition of the Offer that we shall have obtained financing on terms and conditions reasonably
satisfactory to us in an amount sufficient to purchase the shares pursuant to the Offer has been
deemed satisfied by us. The Offer remains subject to certain other conditions specified in Section
7, “Conditions of the Offer,” of the Offer to Purchase. Copies of the Amended and Restated Credit
Agreement and the related Amended and Restated Guarantee and Collateral Agreement are attached as
Exhibits (b)(ii) and (b)(iii), respectively, to the Schedule TO. A copy of SMG’s press release
announcing the entry into the Amended and Restated Credit Agreement is attached as Exhibit
(a)(5)(v) to the Schedule TO.
Item 10. Financial Statements.
Item 10 of the Schedule TO, which incorporates by reference certain information contained in
the Offer to Purchase, is hereby amended and supplemented as follows:
The third bullet point on page 24 of the Offer to Purchase under the heading “Certain
Information Concerning SMG” is amended and restated in its entirety to read as follows:
| • | Current Reports on Form 8-K, as filed on November 8, 2006, November 13, 2006, December 7, 2006, January 5, 2007, January 23, 2007, January 31, 2007 and February 7, 2007; and |
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits
thereto:
(a)(1)(xiv)**
|
Notice to Participants in The Scotts Company LLC Retirement Savings Plan, dated February 7, 2007. | |
(a)(1)(xv)**
|
Notice to Participants in the Smith & Hawken 401(k) Plan, dated February 7, 2007. | |
(a)(1)(xvi)**
|
Notice to Participants in The Scotts Miracle-Gro Company Discounted Stock Purchase Plan, dated February 7, 2007. | |
(a)(1)(xvii)**
|
Notice from Merrill Lynch to SMG Vested Option and/or Freestanding Stock Appreciation Rights Holders, dated February 7, 2007. | |
(a)(1)(xviii)**
|
E-mail from Merrill Lynch to SMG Vested Option and/or Freestanding Stock Appreciation Rights Holders, dated February 7, 2007. | |
(a)(1)(xix)**
|
Internal communication to associates of SMG and its subsidiaries posted on SMG’s intranet on February 7, 2007. | |
(a)(5)(v)
|
News Release, dated February 7, 2007 (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 99.1]). |
(b)(ii)
|
Amended and Restated Credit Agreement, dated as of February 7, 2007, by and among SMG as the “Borrower,” the Subsidiary Borrowers (as defined in the Amended and Restated Credit Agreement), the several banks and other financial institutions from time to time parties to the Amended and Restated Credit Agreement, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubushi UFJ. Ltd, BNP Paribas, CoBank, ACB, BMO Capital Markets Financing, Inc., LaSalle Bank N.A., Cooperatieve Centrale Raiffeisen Boerenleenbank, B.A. “Rabobank Nederland,” New York Branch, Citicorp North America, Inc. and The Bank of Nova Scotia, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 4.1]). | |
(b)(iii)
|
Amended and Restated Guarantee and Collateral Agreement, dated as of February 7, 2007, made by SMG and each subsidiary borrower (and certain of the subsidiary borrowers’ domestic subsidiaries) under the Amended and Restated Credit Agreement in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 4.2]). |
| ** | Filed herewith. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
| /s/ David M. Aronowitz | ||
| (Signature) |
||
| David M. Aronowitz, Executive Vice President, General Counsel and Corporate Secretary | ||
| (Name and title) |
||
| February 7, 2007 | ||
| (Date) |
EXHIBIT INDEX
| Exhibit No. | Description | |
(a)(1)(i)*
|
Offer to Purchase, dated January 10, 2007. | |
(a)(1)(ii)*
|
Letter of Transmittal. | |
(a)(1)(iii)*
|
Notice of Guaranteed Delivery. | |
(a)(1)(iv)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(v)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 10, 2007. | |
(a)(1)(vi)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(vii)*
|
Letter to Participants in The Scotts Company LLC Retirement Savings Plan. | |
(a)(1)(viii)*
|
Letter to Participants in the Smith & Hawken 401(k) Plan. | |
(a)(1)(ix)*
|
Letter to Participants in The Scotts Miracle-Gro Company Discounted Stock Purchase Plan. | |
(a)(1)(x)*
|
Notice from Merrill Lynch to Holders of Vested Stock Options and Freestanding Stock Appreciation Rights. | |
(a)(1)(xi)*
|
E-mail from Merrill Lynch to SMG Option and Freestanding Stock Appreciation Rights Holders. | |
(a)(1)(xii)
|
Internal communication to associates of SMG and its subsidiaries posted on SMG’s intranet on December 12, 2006 (incorporated herein by reference to SMG’s Tender Offer Statement on Schedule TO filed December 12, 2006 (File No. 1-13292) [Exhibit 99.2]). | |
(a)(1)(xiii)*
|
Internal communication to associates of SMG and its subsidiaries posted on SMG’s intranet on January 10, 2007. | |
(a)(1)(xiv)**
|
Notice to Participants in The Scotts Company LLC Retirement Savings Plan, dated February 7, 2007. | |
(a)(1)(xv)**
|
Notice to Participants in the Smith & Hawken 401(k) Plan, dated February 7, 2007. | |
(a)(1)(xvi)**
|
Notice to Participants in The Scotts Miracle-Gro Company Discounted Stock Purchase Plan, dated February 7, 2007. | |
(a)(1)(xvii)**
|
Notice from Merrill Lynch to SMG Vested Option and/or Freestanding Stock Appreciation Rights Holders, dated February 7, 2007. | |
(a)(1)(xviii)**
|
E-mail from Merrill Lynch to SMG Vested Option and/or Freestanding Stock Appreciation Rights Holders, dated February 7, 2007. |
(a)(1)(xix)**
|
Internal communication to associates of SMG and its subsidiaries posted on SMG’s intranet on February 7, 2007. | |
(a)(2)
|
None. | |
(a)(3)
|
Not applicable. | |
(a)(4)
|
Not applicable. | |
(a)(5)(i)
|
Press release, dated December 12, 2006 (incorporated herein by reference to SMG’s Tender Offer Statement on Schedule TO filed December 12, 2006 (File No. 1-13292) [Exhibit 99.1]). | |
(a)(5)(ii)*
|
Press Release, dated January 10, 2007. | |
(a)(5)(iii)*
|
Form of Summary Advertisement, dated January 10, 2007. | |
(a)(5)(iv)
|
News Release, dated January 23, 2007 (incorporated herein by reference to SMG’s Current Report on Form 8-K filed January 23, 2007 (File No. 1-13292) [Exhibit 99.1]). | |
(a)(5)(v)
|
News Release, dated February 7, 2007 (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 99.1]). | |
(b)(i)*
|
Commitment Letter, dated December 11, 2006, between SMG and JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citigroup Global Markets Inc. and certain of their respective affiliates. | |
(b)(ii)
|
Amended and Restated Credit Agreement, dated as of February 7, 2007, by and among SMG as the “Borrower,” the Subsidiary Borrowers (as defined in the Amended and Restated Credit Agreement), the several banks and other financial institutions from time to time parties to the Amended and Restated Credit Agreement, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubushi UFJ. Ltd, BNP Paribas, CoBank, ACB, BMO Capital Markets Financing, Inc., LaSalle Bank N.A., Cooperatieve Centrale Raiffeisen Boerenleenbank, B.A. “Rabobank Nederland,” New York Branch, Citicorp North America, Inc. and The Bank of Nova Scotia, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 4.1]). | |
(b)(iii)
|
Amended and Restated Guarantee and Collateral Agreement, dated as of February 7, 2007, made by SMG and each subsidiary borrower (and certain of the subsidiary borrowers’ domestic subsidiaries) under the Amended and Restated Credit Agreement in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 7, 2007 (File No. 1-13292) [Exhibit 4.2]). | |
(d)(i)
|
Amended and Restated Agreement and Plan of Merger, dated as of May 19, 1995, among Stern’s Miracle-Gro Products, Inc., Stern’s Nurseries, 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, The Scotts Company and ZYX Corporation (incorporated herein by reference to the Current Report on Form 8-K dated May 31, 1995 and filed June 2, 1995, of The Scotts Company, an Ohio corporation (‘‘Scotts”) (File No. 0-19768) [Exhibit 2(b)]). |
(d)(ii)
|
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 (incorporated herein by reference to Scotts’ Current Report on Form 8-K dated October 4, 1999 and filed October 5, 1999 (File No. 1-11593) [Exhibit 2]). | |
(d)(iii)(A)
|
The O.M. Scott & Sons Company Excess Benefit Plan, effective October 1, 1993 (incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993, of The Scotts Company, a Delaware corporation (File No. 0-19768) [Exhibit 10(h)]). | |
(d)(iii)(B)
|
First Amendment to The O.M. Scott & Sons Company Excess Benefit Plan, effective as of January 1, 1998 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-13292) [Exhibit 10(a)(2)]). | |
(d)(iii)(C)
|
Second Amendment to The O.M. Scott & Sons Company Excess Benefit Plan, effective as of January 1, 1999 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-13292) [Exhibit 10(a)(3)]). | |
(d)(iii)(D)
|
Third Amendment to The O.M. Scott & Sons Company Excess Benefit Plan, effective as of March 18, 2005 (amended title of plan to be The Scotts Company LLC Excess Benefit Plan) (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2005 (File No. 1-13292) [Exhibit 10(CC)]). | |
(d)(iv)
|
The Scotts Company LLC Executive/Management Incentive Plan (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 2, 2006 (File No. 1-13292) [Exhibit 10.4]). | |
(d)(v)
|
Specimen form of Employee Confidentiality, Noncompetition, Nonsolicitation Agreement for employees participating in The Scotts Company LLC Executive/Management Incentive Plan (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2006 (File No. 1-13292) [Exhibit 10.1]). | |
(d)(vi)
|
Executive Officers of The Scotts Miracle-Gro Company who are parties to form of Employee Confidentiality, Noncompetition, Nonsolicitation Agreement for employees participating in The Scotts Company LLC Executive/Management Incentive Plan (incorporated herein by reference to SMG’s Current Report on Form 8-K filed September 18, 2006 (File No. 1-13292) [Exhibit 10.2]). | |
(d)(vii)(A)
|
The Scotts Company 1996 Stock Option Plan (as amended through May 15, 2000) (incorporated herein by reference to Scotts’ Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2000 (File No. 1-13292) [Exhibit 10(d)]). | |
(d)(vii)(B)
|
The Scotts Company 1996 Stock Option Plan (2002 Amendment) (incorporated herein by reference to Scotts’ Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2002 (File No. 1-13292) [Exhibit 10(d)(i)]). | |
(d)(vii)(C)
|
Amendment to The Scotts Company 1996 Stock Option Plan — 2005 Amendment, effective as of March 18, 2005 (amended title of plan to be The Scotts Miracle-Gro Company 1996 Stock Option Plan) (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2005 (File No. 1-13292) [Exhibit 10(z)]). | |
(d)(viii)
|
Form of 1996 Stock Option Plan Stock Option Agreement — Non-Qualified Stock Option (incorporated herein by reference to Scotts’ Current Report on Form 8-K filed November 19, 2004 (File No. 1-13292) [Exhibit 10.7]). | |
(d)(ix)
|
Specimen form of Stock Option Agreement (as amended through October 23, 2001) for Non-Qualified Stock Options granted to employees under The Scotts Company 1996 Stock Option Plan, French specimen (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-13292) [Exhibit 10(f)]). | |
(d)(x)(A)
|
The Scotts Company Executive Retirement Plan (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-11593) [Exhibit 10(j)]). | |
(d)(x)(B)
|
First Amendment to The Scotts Company Executive Retirement Plan, effective as of January 1, 1999 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-13292) [Exhibit 10(g)(2)]). | |
(d)(x)(C)
|
Second Amendment to The Scotts Company Executive Retirement Plan, effective as of January 1, 2000 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-13292) [Exhibit 10(g)(3)]). | |
(d)(x)(D)
|
Third Amendment to The Scotts Company Executive Retirement Plan, effective as of January 1, 2003 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2003 (File No. 1-13292) [Exhibit 10(g)(4)]). | |
(d)(x)(E)
|
Fourth Amendment to The Scotts Company Executive Retirement Plan, effective as of January 1, 2004 (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2004 (File No. 1-13292) [Exhibit 10(g)(5)]). | |
(d)(x)(F)
|
Fifth Amendment to The Scotts Company Executive Retirement Plan, effective as of March 18, 2005 (amended title of plan to be The Scotts Company LLC Executive Retirement Plan) (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2005 (File No. 1-13292) [Exhibit 10(DD)]). | |
(d)(xi)
|
Employment Agreement, dated as of May 19, 1995, between The Scotts Company and James Hagedorn (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 1995 (File No. 1-11593) [Exhibit 10(p)]). | |
(d)(xii)(A)
|
Letter agreement, dated June 8, 2000, between The Scotts Company and Patrick J. Norton (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-13292) [Exhibit 10(q)]). | |
(d)(xii)(B)
|
Letter agreement, dated November 5, 2002, and accepted by Mr. Norton on November 22, 2002, pertaining to the terms of employment of Patrick J. Norton through December 31, 2005, and superseding certain provisions of the letter agreement, dated June 8, 2000, between The Scotts Company and Mr. Norton (incorporated herein by reference to Scotts’ Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (File No. 1-13292) [Exhibit 10(q)]). | |
(d)(xii)(C)
|
Letter of Extension, dated October 25, 2005, between The Scotts Miracle-Gro Company and Patrick J. Norton (incorporated herein by reference to SMG’s Current Report on Form 8-K filed December 14, 2005 (File No. 1-13292) [Exhibit 10.3]). | |
(d)(xiii)
|
Written description of employment, severance and change in control terms between SMG and David M. Aronowitz and Denise S. Stump (incorporated herein by reference to SMG’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006 (File No. 1-13292) [Exhibit 10(k)]). | |
(d)(xiv)(A)
|
The Scotts Company 2003 Stock Option and Incentive Equity Plan (incorporated herein by reference to Scotts’ Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2002 (File No. 1-13292) [Exhibit 10(w)]). | |
(d)(xiv)(B)
|
First Amendment to The Scotts Company 2003 Stock Option and Incentive Equity Plan, effective as of March 18, 2005 (amended title of plan to be The Scotts Miracle-Gro Company 2003 Stock Option and Incentive Equity Plan) (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2005 (File No. 1-13292) [Exhibit 10(AA)]). | |
(d)(xv)
|
Employment Agreement for Christopher Nagel, entered into effective as of October 1, 2006, by and between Christopher Nagel and The Scotts Miracle-Gro Company (incorporated herein by reference to SMG’s Current Report on Form 8-K filed December 7, 2006 (File No. 1-13292) [Exhibit 10.1]). | |
(d)(xvi)
|
The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan Award Agreement for Employees, evidencing Restricted Stock Award of 38,000 Restricted Common Shares Awarded to Christopher Nagel on October 1, 2006 by The Scotts Miracle-Gro Company (incorporated herein by reference to SMG’s Current Report on Form 8-K filed December 7, 2006 (File No. 1-13292) [Exhibit 10.2]). | |
(d)(xvii)
|
Form of 2003 Stock Option and Incentive Equity Plan Award Agreement for Nondirectors (incorporated herein by reference to SMG’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-13292) [Exhibit 10(u)]). | |
(d)(xviii)
|
Form of 2003 Stock Option and Incentive Equity Plan Award Agreement for Directors (incorporated herein by reference to SMG’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-13292) [Exhibit 10(v)]). | |
(d)(xix)
|
The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 2, 2006 (File No. 1-13292) [Exhibit 10.2]). | |
(d)(xx)
|
Specimen form of Award Agreement used to evidence Time-Based Nonqualified Stock Options for Non-Employee Directors under The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 2, 2006 (File No. 1-13292) [Exhibit 10.3]). | |
(d)(xxi)
|
Specimen form of Award Agreement to evidence Time-Based Nonqualified Stock Options for Employees under The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005 (File No. 1-13292) [Exhibit 10(b)]). | |
(d)(xxii)
|
Specimen form of Award Agreement for Third Party Service Providers to evidence awards under The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan to third party service providers (incorporated herein by reference to SMG’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2006 (File No. 1-13292) [Exhibit 10.3]). | |
(d)(xxiii)
|
The Scotts Miracle-Gro Company Discounted Stock Purchase Plan (As Amended and Restated as of January 26, 2006; Reflects 2-for-1 Stock Split Distributed on November 9, 2005) (incorporated herein by reference to SMG’s Current Report on Form 8-K filed February 2, 2006 (File No. 1-13292) [Exhibit 10.1]). | |
(d)(xxiv)
|
Summary of Compensation for Directors of The Scotts Miracle-Gro Company (incorporated herein by reference to SMG’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006 (File No. 1-13292) [Exhibit 10(jj)]). | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
| * | Previously filed with the Schedule TO on January 10, 2007. | |
| ** | Filed herewith. |
Exhibit (a)(1)(xiv)
IMPORTANT NOTICE TO PARTICIPANTS IN THE
SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
SCOTTS COMPANY LLC RETIREMENT SAVINGS PLAN
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
IMMEDIATE ATTENTION REQUIRED
On February 7th, The Scotts Miracle-Gro Company (“SMG”) announced the extension until
midnight on February 14, 2007, of its modified “Dutch auction” tender offer which was commenced on
January 10th. Accordingly, the February 5, 2007, instruction deadlines set forth in our
January 10, 2007, letter are extended until February 9, 2007.
Participants in the Plan who wish to have Fidelity tender and/or withdraw all or a portion of the
SMG Shares reflected by their interests in the Stock Fund must now deliver their completed
Direction Form to Fidelity’s tabulator for receipt by 4:00 p.m. New York City time, on Friday,
February 9, 2007. The address for delivery by hand or overnight courier is Tabulator, 60 Research
Road, Hingham, MA 02043. Directions via facsimile will not be accepted. Any instructions received
after the original February 5, 2007, deadline will now be accepted through the new deadline.
In light of the extension, the freeze discussed in our January 10, 2007, letter which became
effective February 5, 2007, will be lifted immediately and reinstituted February 9, 2007.
Please refer to our January 10, 2007, letter, and the materials enclosed therewith regarding the
SMG tender offer and the actions to be taken to instruct us to tender. If you require additional
information concerning the procedure to tender and/or withdraw Shares attributable to your individual account under
the Plan, please contact Fidelity at (800) 835-5095. If you have any questions about the tender
process, please call the Information Agent, D.F. King & Co., Inc. at (800) 714-3312. Your prompt
action is requested.
This posting is intended only to give you notice of the extension of the tender and the short time
frame within which you have to act. It is not a recommendation to participate in the tender.
February 7, 2007
The
information contained herein has been provided by The Scotts
Miracle-Gro Company and is solely the responsibility of The Scotts
Miracle-Gro Company.
Exhibit (a)(1)(xv)
IMPORTANT NOTICE TO PARTICIPANTS IN THE
SMITH & HAWKEN 401(K) PLAN REGARDING THE
EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
SMITH & HAWKEN 401(K) PLAN REGARDING THE
EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
IMMEDIATE ATTENTION REQUIRED
On February 7th, The Scotts Miracle-Gro Company (“SMG”) announced the extension until
midnight on February 14, 2007, of its modified “Dutch auction” tender offer which was commenced on
January 10th. Accordingly, the February 5, 2007, instruction deadlines set forth in our
January 10, 2007, letter are extended until February 9, 2007.
Participants in the Plan who wish to have Fidelity tender and/or withdraw all or a portion of the
SMG Shares reflected by their interests in the Stock Fund must now deliver their completed
Direction Form to Fidelity’s tabulator for receipt by 4:00 p.m. New York City time, on Friday,
February 9, 2007. The address for delivery by hand or overnight courier is Tabulator, 60 Research
Road, Hingham, MA 02043. Directions via facsimile will not be accepted. Any instructions received
after the original February 5, 2007, deadline will now be accepted through the new deadline.
In light of the extension, the freeze discussed in our January 10, 2007, letter which became
effective February 5, 2007, will be lifted immediately and reinstituted February 9, 2007.
Please refer to our January 10, 2007, letter, and the materials enclosed therewith regarding the
SMG tender offer and the actions to be taken to instruct us to tender. If you require additional
information concerning the procedure to tender and/or withdraw Shares attributable to your individual account under
the Plan, please contact Fidelity at (800) 835-5095. If you have any questions about the tender
process, please call the Information Agent, D.F. King & Co., Inc. at (800) 714-3312. Your prompt
action is requested.
This posting is intended only to give you notice of the extension of the tender and the short time
frame within which you have to act. It is not a recommendation to participate in the tender.
February 7, 2007
The
information contained herein has been provided by The Scotts
Miracle-Gro Company and is solely the responsibility of The Scotts
Miracle-Gro Company.
Exhibit (a)(1)(xvi)
Computershare Trust Company, N.A.
IMPORTANT NOTICE TO PARTICIPANTS WITH
TRANSFERABLE SHARES IN THE SCOTTS MIRACLE-GRO COMPANY
DISCOUNTED STOCK PURCHASE PLAN (THE “DSPP”)
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
TRANSFERABLE SHARES IN THE SCOTTS MIRACLE-GRO COMPANY
DISCOUNTED STOCK PURCHASE PLAN (THE “DSPP”)
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
IMMEDIATE ATTENTION REQUIRED
On February 7th, The Scotts Miracle-Gro Company (“SMG”) announced the extension until
midnight on February 14, 2007, of its modified “Dutch auction” tender offer which was commenced on
January 10th. To reflect this event, the February 5, 2007, instruction deadline set
forth in our January 10, 2007, letter is extended until February 9, 2007.
Participants in the DSPP who wish to tender and/or withdraw all or a portion of their vested Shares
must now deliver their completed tender Instruction Forms or provide appropriate instructions to
Computershare by 4:00 p.m. New York City time, on Friday, February 9, 2007. The address for
delivery by hand or overnight courier is Computershare Trust Company, N.A., Attn: Corporate
Actions, 161 Bay State Drive, Braintree, MA 02184. You may also fax your completed tender
Instruction Form to Computershare at (781) 380-3388. Any instructions received after the February
5, 2007, deadline will now be accepted through the new deadline.
Please refer to our January 10, 2007, letter, and the materials enclosed therewith regarding the
SMG tender offer and the actions to be taken. If you have any questions about the tender process,
please call the Information Agent, D.F. King & Co., Inc. at (800) 714-3312. Your prompt action is
requested.
This posting is intended only to give you notice of the extension of the tender and the short time
frame within which you have to act. It is not a recommendation to participate in the tender.
February 7, 2007
Exhibit (a)(1)(xvii)
IMPORTANT NOTICE TO SMG VESTED OPTION AND/OR
FREESTANDING STOCK APPRECIATION RIGHTS HOLDERS
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
FREESTANDING STOCK APPRECIATION RIGHTS HOLDERS
REGARDING THE EXTENSION OF SMG’S DUTCH AUCTION TENDER OFFER
IMMEDIATE ATTENTION REQUIRED
On February 7th, The Scotts Miracle-Gro Company (“SMG”) announced the extension until
midnight on February 14, 2007, of its modified “Dutch auction” tender offer which was commenced on
January 10th. Accordingly, the February 1, 2007, deadline set forth in our January
letter is extended to February 9, 2007.
To participate in the Dutch auction tender offer, you will need to exercise your vested options
and/or freestanding stock appreciation rights on or before 4:00 PM New York City time, on Friday,
February 9, 2007. Due to the shortened timetable,
exercises of Non-Qualified Stock Options and
SARs must be made under the following terms —
| 1. | All notifications of intent to exercise must be made to Merrill Lynch/Edward J. Yen and Associates no later than 4:00 PM New York City time, on Friday, February 9, 2007. Telephone (800) 285-0648 or (614) 848-3223. Email instructions will not be accepted. | ||
| 2. | Payment for shares exercised and corresponding taxes must be received by Fed Funds wire no later than 4:00 PM Monday, February 12, 2007. | ||
| 3. | Shares exercised will be tendered on your behalf by Merrill Lynch, per your instructions as to tender price. Due to the shortened time frame, transfer of shares via DTC will not be possible. There will be no cost for Merrill Lynch to tender your shares. | ||
| 4. | If your tendered shares are accepted by SMG, the net proceeds will be credited to your Merrill Lynch account on settlement date and can then be wired to your financial institution or remitted to you by check, upon your instructions. |
Although still subject to the approval of SMG’s Board of Directors, the extension is not
anticipated to impact the special dividend expected to be declared in February. To receive the
dividend, assuming it is declared and paid as anticipated, you will have to exercise your vested
options and/or freestanding stock appreciation rights at least seven days prior to the announced
record date. The actual date will depend on when and if the contemplated dividend is declared. It
is contemplated that there will be about 10 calendar days from the declaration date to the record
date. You should watch for SMG’s announcement of these dates.
Such action may or may not be beneficial to you. Please refer to our January e-mail and letter
which provided information regarding the action to be taken, if you wished to exercise your vested
options and/or freestanding stock appreciation rights. Please call Merrill Lynch at (800) 285-0648
if you have questions regarding exercise procedures or D.F. King & Co., Inc. at (800) 714-3312 if
you have questions pertaining to the tender offer.
This posting is intended only to give you notice of the extension of the tender and the short
remaining time frame within which you have to act. It is not a recommendation to either
exercise your vested options and/or freestanding stock appreciation rights or participate in the
tender.
February 7, 2007
Exhibit (a)(1)(xviii)
TO:
|
SMG Vested Option and/or Freestanding Stock Appreciation Rights Holders | |
FROM:
|
Merrill Lynch | |
RE:
|
Extension of SMG’s Dutch Auction Tender Offer- Immediate Attention Required |
On February 7th, The Scotts Miracle-Gro Company (“SMG”) announced the extension until
midnight on February 14, 2007, of its modified “Dutch auction” tender offer which was commenced on
January 10th. Accordingly, the February 1, 2007, deadline set forth in our January
letter is extended to February 9, 2007.
To participate in the Dutch auction tender offer, you will need to exercise your vested options
and/or freestanding stock appreciation rights on or before 4:00 PM New York City time, on Friday,
February 9, 2007. Due to the shortened timetable,
exercises of Non-Qualified Stock Options and
SARs must be made under the following terms —
| 1. | All notifications of intent to exercise must be made to Merrill Lynch/Edward J. Yen and Associates no later than 4:00 PM New York City time, on Friday, February 9, 2007. Telephone (800) 285-0648 or (614) 848-3223. Email instructions will not be accepted. | ||
| 2. | Payment for shares exercised and corresponding taxes must be received by Fed Funds wire no later than 4:00 PM Monday, February 12, 2007. | ||
| 3. | Shares exercised will be tendered on your behalf by Merrill Lynch, per your instructions as to tender price. Due to the shortened time frame, transfer of shares via DTC will not be possible. There will be no cost for Merrill Lynch to tender your shares. | ||
| 4. | If your tendered shares are accepted by SMG, the net proceeds will be credited to your Merrill Lynch account on settlement date and can then be wired to your financial institution or remitted to you by check, upon your instructions. |
Although still subject to the approval of SMG’s Board of Directors, the extension is not
anticipated to impact the special dividend expected to be declared in February. To receive the
dividend, assuming it is declared and paid as anticipated, you will have to exercise your vested
options and/or freestanding stock appreciation rights at least seven days prior to the announced
record date. The actual date will depend on when and if the contemplated dividend is declared. It
is contemplated that there will be about 10 calendar days from the declaration date to the record
date. You should watch for SMG’s announcement of these dates.
Such action may or may not be beneficial to you. Please refer to our January e-mail and letter
which provided information regarding the action to be taken, if you wished to exercise your vested
options and/or freestanding stock appreciation rights. Please call Merrill Lynch at (800) 285-0648
if you have questions regarding exercise procedures or D.F. King & Co., Inc. at (800) 714-3312 if
you have questions pertaining to the tender offer.
This email is intended only to give you notice of the extension of the tender and the short
remaining time frame within which you have to act. It is not a recommendation to either
exercise your vested options and/or freestanding stock appreciation rights or participate in the
tender.
February 7, 2007
Exhibit (a)(1)(xix)
The Scotts Miracle-Gro Company
To All Associates
Extension of SMG’s Dutch Auction Tender
Impact on Various Benefit Plans and Programs
Extension of SMG’s Dutch Auction Tender
Impact on Various Benefit Plans and Programs
Today,
Scotts Miracle-Gro announced that it was extending the deadline for its modified Dutch
auction tender offer until midnight February 14, 2007. (See the attached press release). For
eligible participants in our 401(k) plans, the Discounted Stock Purchase Plan or for associates
with vested stock options or SARs, the extension effectively expires at 4 p.m. Friday, February 9,
2007. If you have not tendered shares, but are interested in doing so, or you would like to
withdraw shares you have tendered, you should contact the vendor for the applicable plan as soon as
possible. Each vendor has posted or will be posting something on its website or sending emails to
affected individuals regarding the extension.