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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to _____________
Commission file number 0-19768
The Scotts Company
(Exact name of registrant as specified in its charter)
Ohio 31-1199481
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-644-0011
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange Where
Registered
9 7/8% Senior Subordinated Notes New York Stock Exchange
due August 1, 2004
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Without Par Value
(18,667,064 Common Shares outstanding at November 30, 1994)
Title of class
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
This Form 10-K/A contains 13 pages of which this is Page 1. The
Index to Exhibits begins at page 6.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by non-
affiliates of the registrant at November 30, 1994 was
$275,339,194.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) Documents Filed as Part of this Report
1 & 2. Financial Statements and Financial Statement
Schedules:
The response to this portion of Item 14 was submitted
as a separate section of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (the "1994 Form 10-K")
previously filed by The Scotts Company, an Ohio corporation
("Registrant" or "Scotts Ohio"). Reference is made to "Index to
Consolidated Financial Statements and Financial Statement
Schedules" beginning at page F-1 (page 34 as sequentially
numbered) of the 1994 Form 10-K of Registrant.
3. Exhibits:
Exhibits filed with the 1994 Form 10-K were attached
thereto. For a list of such exhibits, see "Index to Exhibits"
beginning at page 6 of this Form 10-K/A. The following table
provides certain information concerning executive compensation
plans and arrangements required to be filed as exhibits to the
1994 Form 10-K of Registrant.
Executive Compensation Plans and Arrangements
Exhibit Description Location
No.
10(a) The Scotts Company Pages 134 through 190
Employees' Pension of the 1994 Form 10-K
Plan of Registrant
10(b) Second Restatement of Pages 191 through 232
The Scotts Company of the 1994 Form 10-K
Profit Sharing and of Registrant
Savings Plan
10(e) Employment Incorporated herein by
Agreement, dated as reference to The Scotts
October 21, 1991 Company, a Delaware
between The O.M. corporation ("Scotts
Scott & Sons Company Delaware's") Annual
("OMS") and Theodore Report on Form 10-K
J. Host for the fiscal year ended
September 30, 1993 (File
No. 0-19768)
[Exhibit 10(g)]
10(f) Stock Option Plan and Pages 233 through 249
Agreement, dated as of of the 1994 Form 10-K
January 9, 1992 of Registrant
between Scotts Delaware
and Theodore J. Host
10(g) The O.M. Scott & Sons Incorporated herein by
Company Excess reference to Scotts
Benefit Plan Delaware's Annual Report
on Form 10-K for the
fiscal year ended
September 30, 1993
(File No. 0-19768)
[Exhibit 10(h)]
10(h) The Scotts Company Incorporated herein by
1992 Long Term reference to Scotts
Incentive Plan Delaware's Registration
Statement on Form S-8
filed on March 26, 1993
(Registration
No. 33-60056)
[Exhibit 4(f)]
10(i) O.M. Scott & Sons Pages 250 through 254
Company 1994 of the 1994 Form 10-K
Executive Annual of Registrant
Incentive Plan
(b) Reports on Form 8-K
Scotts Ohio electronically filed a Current Report on Form 8-
K with the Securities and Exchange Commission on September 30,
1994 to report the following: 1) the September 20, 1994 merger
of Scotts Delaware into Scotts Ohio; 2) the conversion of each
share of Class A Common Stock, $.01 par value, of Scotts Delaware
into one common share, without par value, of Scotts Ohio; and 3)
the September 30, 1994 merger of OMS into Scotts Ohio.
(c) Exhibits
See Item 14(a)(3) above.
(d) Financial Statement Schedules
The response to this portion of Item 14 was submitted as a
separate section of the 1994 Form 10-K of Registrant. Reference
is made to "Index to Consolidated Financial Statements and
Financial Statement Schedules" beginning at page F-1 (page 34 as
sequentially numbered) of the 1994 Form 10-K of Registrant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE SCOTTS COMPANY
Dated January 27, 1995 By /s/ Tadd C. Seitz
Tadd C. Seitz, Chairman of the
Board and Chief Executive Officer
THE SCOTTS COMPANY
Annual Report on Form 10-K/A
for the
Fiscal Year Ended September 30, 1994
INDEX TO EXHIBITS
Exhibit Description Location
No.
2(a) Agreement of Merger, dated Incorporated herein by
as of August 16, 1994, by reference to Registrant's
and between The Scotts Current Report on Form
Company, a Delaware 8-K filed on September
corporation ("Scotts 30, 1994 (File No.
Delaware"), and The Scotts 0-19768) [Exhibit 2(a)]
Company, an Ohio
corporation ("Registrant")
2(b) Agreement of Merger, dated Incorporated herein by
as of September 21, 1994, reference to Registrant's
by and between The O.M. Current Report on Form
Scott & Sons Company, a 8-K filed on
Delaware corporation September 30, 1994
("OMS"), and The Scotts (File No. 0-19768)
Company, an Ohio [Exhibit 2(b)]
corporation ("Registrant")
3(a) Amended Articles of Pages 74 through 76 of
Incorporation of Registrant's Annual
Registrant Report on Form 10-K for
the fiscal year ended
September 30, 1994
(File No. 0-19768)
[Exhibit 3(a)]
3(b) Regulations of Registrant Pages 77 through 95 of
Registrant's Annual
Report on Form 10-K for
the fiscal year ended
September 30, 1994
(File No. 0-19768)
[Exhibit 3(b)]
4(a) Third Amended and Restated Incorporated herein by
Revolving Credit Agreement, reference to Scotts
dated as of April 7, 1992, Delaware's Quarterly
among Scotts Delaware, The Report on Form 10-Q
O.M. Scott & Sons Company for the fiscal quarter
("OMS"), Manufacturers ended March 28, 1992
Hanover Trust Company (File No. 0-19768)
("MHT"), as agent, and the [Exhibit 10(a)]
banks parties thereto
4(b) First Amendment and Waiver, Incorporated herein by
dated as of November 19, reference to Scotts
1992, to the Third Amended Delaware's Current Report
and Restated Revolving on Form 8-K dated
Credit Agreement among December 2, 1992 (File
Scotts Delaware, OMS, No. 0-19768) [Exhibit
the banks listed therein 4(a)]
and Chemical Bank, as agent
4(c) Second Amendment, dated Incorporated herein by
as of February 23, 1993, reference to Scotts
to the Third Amended and Delaware's Annual Report
Restated Credit Agreement, on Form 10-K for the
among Scotts Delaware, fiscal year ended
OMS, the banks listed September 30, 1993
therein and Chemical (File No. 0-19768)
Bank, as agent [Exhibit 4(c)]
4(d) Third Amendment to the Incorporated herein by
Third Amended and Restated reference to Scotts
Credit Agreement, dated Delaware's Annual Report
December 16, 1993, among on Form 10-K for the
Scotts Delaware, OMS, the fiscal year ended
banks listed therein and September 30, 1993
Chemical Bank, as agent (File No. 0-19768)
[Exhibit 4(d)]
4(e) Fourth Amendment, dated Pages 96 through 104 of
as of July 5, 1994, to Registrant's Annual
the Third Amended and Report on Form 10-K
Restated Credit Agreement for the fiscal year
among Scotts Delaware, ended September 30, 1994
OMS, the banks listed (File No. 0-19768)
therein and Chemical Bank, [Exhibit 4(e)]
as agent
4(f) Fifth Amendment and Consent, Pages 105 through 122 of
dated as of September 20, Registrant's Annual
1994, to the Third Amended Report on Form 10-K for
and Restated Credit the fiscal year ended
Agreement among Registrant, September 30, 1994
OMS, the banks listed (File No. 0-19768)
therein and Chemical Bank, [Exhibit 4(f)]
as agent
4(g) Subordinated Indenture, Incorporated herein by
dated as of June 1, 1994, reference to Scotts
among Scotts Delaware, Delaware's Registration
OMS and Chemical Bank, Statement on Form S-3
as trustee filed June 1, 1994
(Registration No.
33-53941) [Exhibit
4(b)]
4(h) First Supplemental Incorporated herein by
Indenture, dated as of reference to Scotts
July 12, 1994, among Delaware's Current Report
Scotts Delaware, OMS on Form 8-K dated
and Chemical Bank, as July 18, 1994 (File
trustee No. 0-19768)
[Exhibit 4.1]
4(i) Second Supplemental Pages 123 through 128
Indenture, dated as of of Registrant's Annual
September 20, 1994, among Report on Form 10-K for
Registrant, OMS, Scotts the fiscal year ended
Delaware and Chemical September 30, 1994
Bank, as trustee (File No. 0-19768)
[Exhibit 4(i)]
4(j) Third Supplemental Pages 129 through 133
Indenture, dated as of of Registrant's Annual
September 30, 1994, Report on Form 10-K for
between Registrant and the fiscal year ended
Chemical Bank, as September 30, 1994
trustee (File No. 0-19768)
[Exhibit 4(j)]
10(a) The Scotts Company Pages 134 through 190
Employees' Pension Plan of Registrant's Annual
Report on Form 10-K for
the fiscal year ended
September 30, 1994
(File No. 0-19768)
[Exhibit 10(a)]
10(b) Second Restatement of The Pages 191 through 232
Scotts Company Profit of Registrant's Annual
Sharing and Savings Plan Report on Form 10-K for
the fiscal year ended
September 30, 1994
(File No. 0-19768)
[Exhibit 10(b)]
10(c) Supplemental Indemnifica- Incorporated herein by
tion Agreement, dated as reference to Scotts
of November 10, 1988, Delaware's Current
between RSL Holding Company, Report on Form 8-K
Inc. and OMS Acquisition dated November 9,
Corp. ("Hyponex") 1988 (File No. 33-18713)
[Exhibit 2(d)]
10(d) Tax Administration Incorporated herein by
Agreement, dated reference to Scotts
November 10, 1988, Delaware's Annual Report
between RSL Holding on Form 10-K for the
Company, Inc. and fiscal year ended
Hyponex September 30, 1988
(File No. 33-18713)
[Exhibit 10(rr)]
10(e) Employment Agreement, Incorporated herein by
dated as of October 21, reference to Scotts
1991, between OMS and Delaware's Annual Report
Theodore J. Host on Form 10-K for the
fiscal year ended
September 30, 1993
(File No. 0-19768)
[Exhibit 10(g)]
10(f) Stock Option Plan and Pages 233 through 249
Agreement, dated as of of Registrant's Annual
January 9, 1992, between Report on Form 10-K for
Scotts Delaware and the fiscal year ended
Theodore J. Host September 30, 1994
(File No. 0-19768)
[Exhibit 10(f)]
10(g) The O.M. Scott & Sons Incorporated herein by
Company Excess Benefit reference to Scotts
Plan Delaware's Annual Report
on Form 10-K for the
fiscal year ended
September 30, 1993
(File No. 0-19768)
[Exhibit 10(h)]
10(h) The Scotts Company 1992 Incorporated herein by
Long Term Incentive Plan reference to Scotts
Delaware's Registration
Statement on Form S-8
filed on March 26, 1993
(Registration No.
33-60056)
[Exhibit 4(f)]
10(i) O.M. Scotts & Sons Pages 250 through 254
Company 1994 Executive of Registrant's Annual
Annual Incentive Plan Report on Form 10-K for
the fiscal year ended
September 30, 1994
(File No. 0-19768)
[Exhibit 10(i)]
11(a) Computation of Net Page 255 of Registrant's
Income Per Common Share Annual Report on Form
10-K for the fiscal year
ended September 30, 1994
(File No. 0-19768)
[Exhibit 11(a)]
21 Subsidiaries of Registrant Page 256 of Registrant's
Annual Report on Form
10-K for the fiscal year
ended September 30, 1994
(File No. 0-19768)
[Exhibit 21]
23 Consent of Independent Page 257 of Registrant's
Accountants Annual Report on Form
10-K for the fiscal year
ended September 30, 1994
(File No. 0-19768)
[Exhibit 23]
27 Financial Data Schedule Page 11 through 13 of
this Form 10-K/A