SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______________ to _______________
Commission file number 33-47073
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
The O. M. Scott & Sons Company
Profit Sharing and Savings Plan
B. Name of issuer of the securities held pursuant
to the plan and the address of its principle
executive office:
The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Index to Exhibits appears on Page 16
Page 1 of 17 Page s
REQUIRED INFORMATION
The following financial statements and schedules for The O. M.
Scott & Sons Company Profit Sharing and Savings Plan are being
filed herewith:
Description Page No.
Report of Independent Accountants 5
Financial Statements:
Statements of Net Assets Available for
Benefits - December 31, 1993 and 1992 6
Statements of Changes in Net Assets
Available for Benefits - Years Ended
December 31, 1993 and 1992 7
Notes to Financial Statements 8-11
Supplemental Schedule Information:
Assets Held for Investment
Purposes, as of December 31, 1993 12-14
Reportable Transactions for
the Year Ended December 31, 1993 15
Index to Exhibits 16
NOTE: Supplemental schedules required by the Employee Retirement
Income Security Act of 1974 that have not been included
here are not applicable to The O. M. Scott & Sons Company
Profit Sharing and Savings Plan.
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
1 Consent of Independent Public
Accountants 17
Page 2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE O. M. SCOTT & SONS COMPANY
PROFIT SHARING AND SAVINGS PLAN
Date: June 22, 1994 By: /s/ Lisa Turner
Plan Administrator of
The O. M. Scott & Sons Company
Profit Sharing and Savings Plan
Page 3
THE O.M. SCOTT & SONS COMPANY
PROFIT SHARING AND SAVINGS PLAN
______
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages
Report of Independent Accountants 5
Financial Statements:
Statements of Net Assets Available for
Benefits 6
Statements of Changes in Net Assets Available
for Benefits 7
Notes to Financial Statements 8-11
Supplemental Schedules:
Item 27(a) - Assets Held for Investment
Purposes, December 31, 1993 12-14
Item 27(d) - Reportable Transactions for
the year ended December 31, 1993 15
NOTE: Supplemental schedules required by the Employee Retirement
Income Security Act of 1974 that have not been included
here are not applicable to The O.M. Scott & Sons Company
Profit Sharing and Savings Plan.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
The O.M. Scott & Sons Company
Profit Sharing and Savings Plan
Marysville, Ohio
We have audited the accompanying statements of net assets
available for benefits of The O.M. Scott & Sons Company Profit
Sharing and Savings Plan as of December 31, 1993 and 1992, and
the related statements of changes in net assets available for
benefits for the years then ended. The financial statements are
the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1993 and
1992, and changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions as of and for the year ended December 31, 1993 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND
Columbus, Ohio
June 3, 1994
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THE O.M. SCOTT & SONS COMPANY
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
_______
1993 1992
ASSETS
Cash and cash equivalents $ 2,638,991 $ 2,520,963
Receivables:
Employer contribution 1,076,811 945,596
Accrued interest and dividends 176,790 255,348
Pending investment sales 286,875
Investments, at fair value:
Corporate equity securities 32,563,747 27,928,643
Debt securities:
U.S. Government and related
entities 5,466,214 5,768,329
Corporate 3,028,814 2,326,307
Other 2,884,068 2,871,110
$48,122,310 $42,616,296
LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS
Pending investment purchases $ 65,205 $ 250,261
Other payables 102,021 28,019
Net assets available for benefits 47,955,084 42,338,016
$48,122,310 $42,616,296
The accompanying notes are an integral
part of the financial statements.
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THE O.M. SCOTT & SONS COMPANY
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
for the years ended December 31, 1993 and 1992
_______
1993 1992
Additions:
Investment income:
Interest $ 765,627 $ 834,109
Dividends 913,217 849,579
Net appreciation in fair value
of investments 3,629,273 6,204,059
Employer contributions 1,076,811 945,596
Employee contributions 1,547,223 1,293,286
Total additions 7,932,151 10,126,629
Deductions:
Distributions 2,024,655 3,272,391
Administrative expenses 290,428 189,404
Total deductions 2,315,083 3,461,795
Net increase in net assets 5,617,068 6,664,834
Net assets available for benefits:
Beginning of year 42,338,016 35,673,182
End of year $47,955,084 $42,338,016
The accompanying notes are an integral
part of the financial statements.
- 7 -
NOTES TO FINANCIAL STATEMENTS
_______
1. Summary of Significant Accounting Policies:
Investments are recorded at quoted market prices. Dividend
income is recorded on an ex-dividend date basis, and income
from other investments is recorded as earned. Investment
transactions are recorded on a trade-date basis.
The Plan presents in the statement of changes in net assets
available for benefits the net appreciation in the fair
value of its investments which consists of the realized
gains or losses and the unrealized appreciation
(depreciation) on those investments.
2. Plan:
The following description of The O.M. Scott & Sons Company
(the Company) Profit Sharing and Savings Plan (the Plan)
provides only general information. A summary plan
description is available upon request to participants which
defines significant provisions of the Plan, including those
related to vesting, allocation and contribution calculation.
The Plan is a contributory defined contribution plan.
Generally, all full-time employees of the Company become
eligible for participation in the Plan following one year of
service. The annual Company contribution is entirely at the
discretion of the Board of Directors. The annual
contribution is allocated to participants proportionately
based upon their eligible wages. Participants may elect to
receive half of their employer contributions as a cash
bonus. Each participant's share of the annual contribution
is fully vested. The Plan also provides for participant
savings contributions up to 15% of eligible wages.
Aggregate contributions may not exceed the limit specified
by the Internal Revenue Code.
During April 1992, the Plan's Advisory Committee approved
the addition of the Scotts Stock Fund as an investment
option to participants.
The Plan provides for maintenance of four separate
investment funds, as follows:
A. Growth and Income Fund assets may be invested in
common or capital stock, bonds, notes,
debentures or preferred stock, real estate,
mortgages secured by real estate, or interests
in commingled trust funds.
Continued
- 8-
NOTES TO FINANCIAL STATEMENTS, Continued
_______
B. Scotts Stock Fund assets consist entirely of The
Scotts Company common stock and cash
equivalents.
C. Bond Fund assets may be invested in certificates
of deposit and interest-bearing savings accounts
with recognized financial institutions, short-
term obliga-tions of the United States
Government, corporate obligations rated "A" or
higher maturing in ten years or less, and prime
rate commercial paper of less than one-year
maturity.
D. Cash Management Fund assets may be invested in
short-term money market investments with a high
degree of marketability and liquidity. These
investments include, but are not limited to,
commercial paper, demand notes, and short-term
obligations of the U.S. Government of less than
ninety-days maturity.
Participants are allowed quarterly to transfer all or a
designated portion of their accounts between funds. The
Plan entitles parti-cipants to retirement and death benefits
and in-service distributions. The amount of the retirement
and death benefits are equal to the undistributed balance in
the participant's accounts determined as of the applicable
valuation date as defined in the Plan. The Plan allows for
distributions to participants who have completed more than
five years of participa-tion in the Plan and attained age
59 1/2. Hardship distributions of participants' savings
contributions are allowed when the partici-pant has
completed more than two years of participation in the Plan.
Loans to participants from their savings contribution
account are allowed subject to the terms of the Plan.
The allocation of net assets at December 31, 1993 and 1992,
and the changes in net assets and net appreciation during
the years then ended for each fund is as follows:
Net
Changes Appreciation
in Net (Depreciation)
Assets for for the
Net Assets the Year Year Ended
at Decem- Ended Decem- Ended Decem-
ber 31, 1993 ber 31, 1993 ber 31, 1993
Growth and Income Fund $32,373,019 $4,726,376 $3,524,840
Scotts Stock Fund 1,397,341 364,935 112,476
Bond Fund 11,241,609 525,650 ( 8,043)
Cash Management Fund 2,613,253 ( 71,848)
Loans to participants 329,862 71,955
$47,955,084 $5,617,068 $3,629,273
Continued
- 9 -
NOTES TO FINANCIAL STATEMENTS, Continued
_______
Changes Net
in Net Appreciation
Assets for for the
Net Assets the Year Year Ended
at Decem- Ended Decem- Ended Decem-
ber 31, 1992 ber 31, 1992 ber 31, 1992
Growth and Income Fund $27,646,643 $5,197,348 $5,553,984
Scotts Stock Fund 1,032,406 1,032,406 718,611
Bond Fund 10,715,959 351,443 ( 68,536)
Cash Management Fund 2,685,101 ( 23,639)
Loans to participants 257,907 107,276
$42,338,016 $6,664,834 $6,204,059
3. Tax Status:
The Plan has received a favorable letter of determination
from the Internal Revenue Service. Accordingly, the Plan is
entitled to an exemption under Section 401(a) of the
Internal Revenue Code and thus no provision for income taxes
has been made in the accompany-ing financial statements.
4. Related Party Transactions:
At December 31, 1993, the Plan held 265,000 shares of common
stock of The Scotts Company with a cost of $580,365 in the
Growth and Income Fund and 62,938 shares of common stock of
The Scotts Company with a cost of $379,619 in the Scotts
Stock Fund.
At December 31, 1993 and 1992, the Company's stock was
valued at $19.75 per share and $17.50 per share,
respectively. The fair value of Scotts shares is determined
by quoted market prices.
5. Investments:
At December 31, 1993 and 1992, the following securities have
a fair value in excess of 5% of plan net assets:
Fair Value
1993 1992
The Scotts Company (Note 4) $6,476,776 $5,983,685
First Chicago Institutional
Cash Management Fund $2,551,348 $2,606,454
Continued
- 10 -
NOTES TO FINANCIAL STATEMENTS, Continued
_______
6. Plan Termination:
If the Plan terminates, the Company may instruct the trustee
to continue to manage and administer the plan assets for the
benefit of the participants and beneficiaries or distribute
to each participant the value of their interest.
7. Benefits Payable:
Benefits of $942,064 were payable at December 31, 1993 and
paid in March 1994. Benefits of $168,392 were payable at
December 31, 1992 and paid in March 1993. These amounts are
included in net assets available for benefits at December
31.
- 11 -
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1993
_______
Shares or Market
Par Value Cost Value
Corporate equity securities:
Aetna Life/Casualty 15,600 $ 757,988 $ 941,850
Allergan, Inc. 14,050 268,189 317,881
American Brands, Inc. 10,600 265,995 352,450
American Express Co. 25,700 626,177 793,488
American Home Products Corp. 14,000 779,828 906,500
Amoco Corp. 8,900 447,102 470,588
Anheuser Busch Co. 20,800 964,102 1,021,800
Aon Corp. 10,000 173,306 483,750
Atlantic Richfield Co. 5,900 693,861 620,975
Baker Hughes Inc. 20,700 429,788 414,000
Bally Mfg. Corp. 2 1 17
Bankers Trust New York Corp. 8,900 252,650 704,213
Bowater, Inc. 15,900 448,680 365,700
Bristol Myers Squibb Co. 13,500 738,360 786,375
Brunswick Corp. 30,500 434,916 549,000
Centerior Energy Corp. 17,000 246,520 225,250
Chase Manhattan Corp. 27,200 598,602 921,400
Chemical Bank Corp. 28,000 875,269 1,123,500
Chubb Corp. 1,700 80,447 132,388
Commonwealth Edison Co. 21,500 534,370 604,688
Dean Witter Discover & Co. 7,956 268,586 275,477
Dun & Bradstreet Corp. 8,900 393,956 548,463
Eastman Kodak Co. 12,500 516,391 703,125
Exxon Corp. 10,400 491,173 656,500
First Bank Systems Inc. 29,000 931,215 891,750
Ford Motor Co. 15,900 823,700 1,025,550
General Motors Corp. 17,000 599,673 932,875
Halliburton Co. 9,700 250,359 309,188
ITT Corp. 259 1 23,634
K-Mart Corp. 21,200 397,498 455,800
Lilly Eli & Co. 1,800 94,009 106,875
May Department Stores 8,500 181,813 334,688
Ohio Edison Co. 18,000 347,714 409,500
Panhandle Eastern Corp. 16,000 287,815 380,000
Penney, J.C. Inc. 15,400 442,523 810,425
Philip Morris Cos., Inc. 8,300 166,841 461,688
Phillips Pete Co. 30,800 848,866 893,200
Raytheon Co. 12,800 576,179 844,800
RJR Nabisco Hldg. Corp. Com. 23,200 239,948 147,900
RJR Nabisco Hldg. Corp. 23,200 236,070 162,400
Scotts Co. 327,938 959,984 6,476,776
Sears Roebuck & Company 9,600 293,488 507,600
Continued
- 12 -
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
Continued
_______
Shares or Market
Par Value Cost Value
Tambrands Inc. 8,300 $ 353,154 $ 367,275
Texaco Inc. 9,800 529,403 634,550
Travelers Corp. 15,500 393,142 482,438
USX-Marathon Group 14,600 434,031 240,900
Westinghouse Electric Corp. 31,500 434,290 444,931
Witco Corp. 17,500 151,426 557,813
Xerox Corp. 8,300 498,850 741,813
1,044,305 $21,758,249 $32,563,747
U.S. Government and related
entity securities:
Federal Home Loan Mortgage
Corp., 10.15%, due
April 15, 2006 $ 76,705 $ 78,143 $ 81,728
Federal Home Loan Mortgage
Corp., 9.00%, due
January 1, 2005 349,652 373,690 369,208
Federal National Mortgage
Association, 9.00%, due
July 1, 2007 459,185 486,736 485,299
Federal National Mortgage
Association, 9.50%, due
November 1, 2021 331,386 358,674 358,931
U.S. Treasury Notes, 7.25%,
due November 15, 1996 400,000 424,813 428,624
U.S. Treasury Notes, 7.375%,
due May 15, 1996 500,000 522,109 533,125
U.S. Treasury Notes, 8.50%,
due May 15, 1997 275,000 313,199 306,710
U.S. Treasury Notes, 5.625%,
due January 31, 1998 1,000,000 1,023,906 1,022,810
U.S. Treasury Notes, 6.00%,
due December 31, 1997 1,300,000 1,348,344 1,349,154
U.S. Treasury Notes, 6.875%,
due October 31, 1996 500,000 537,734 530,625
$5,191,928 $ 5,467,348 $ 5,466,214
Continued
- 13 -
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
Continued
_______
Shares or Market
Par Value Cost Value
Corporate securities:
Associates Corp. North America,
Senior Note, 8.375%, due
January 15, 1998 $ 200,000 $ 224,020 $ 220,800
Beneficial Corp., Notes, 9.25%,
due September 10, 1996 250,000 281,603 275,903
Capital Auto Receivables, Asset
Trust, 5.35%, due
February 17, 1996 200,000 199,969 202,196
CIT Group Holdings, Inc., Note,
5.675%, due December 1, 1995 250,000 252,188 255,435
Commercial Credit Co., Notes,
8.10%, due May 1, 1995 250,000 258,650 262,095
CSX Corp., Notes, 9.5%, due
November 15, 1995 200,000 221,578 216,320
Discover Credit Card Trust,
5.50%, due May 16, 1998 250,000 248,735 254,014
General Motors Acceptance Corp.,
Notes, 7.00%, due July 7,
1997 300,000 312,051 312,795
Hanson Overseas, 5.50%, due
January 15, 1996 250,000 249,373 253,668
Sears Roebuck & Company,
Note, 7.00%, due
November 1, 1994 250,000 249,443 254,385
Southern California Edison Co.,
5.80%, due December 15, 1996 250,000 249,695 249,598
Virginia Electric & Power Co.,
Notes, 8.68%, due June 19,
1996 250,000 274,040 271,605
$2,900,000 $ 3,021,345 $ 3,028,814
Other investments:
First Chicago Institutional
Cash Management Fund $2,551,348 $ 2,551,348 $ 2,551,348
Participant Promissory Notes 332,720 332,720 332,720
$2,884,068 $ 2,884,068 $ 2,884,068
- 14 -
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
_______
Purchase or Transaction Cost of Current Net Gain
Transactions by Issue Sale Price Expense Asset Value of Asset or (Loss)
Master Reserve Trust Money Market:
Bought in various transactions $ 8,374,776 $ 8,374,776 $ 8,374,776
Sold in various transactions 10,895,737 10,895,737 10,895,737
The One Group Prime Money Market
Fund:
Bought in various transactions 11,727,543 11,727,543 11,727,543
Sold in various transactions 8,808,428 8,808,428 8,808,428
First Chicago Institutional Cash
Management Fund:
Bought in various transactions 850,934 850,934 850,934
Sold in various transactions 906,041 906,041 906,041
Federal National Mtg. Assn., 5.25%,
due March 1, 2020:
Bought $500,000 par 500,156 500,156 500,156
Sold $500,000 par 508,359 500,156 508,359 $8,203
Bought $500,000 par 506,875 506,875 506,875
Sold $500,000 par 512,461 506,875 512,461 5,586
Bought $500,000 par 510,469 510,469 510,469
Sold $500,000 par 510,000 510,469 510,000 ( 469)
Bought $500,000 par 508,125 508,125 508,125
Sold $500,000 par 515,234 508,125 515,234 7,109
Bought $1,000,000 par 1,081,563 1,081,563 1,081,563
Sold $1,000,000 par 1,083,438 1,081,563 1,083,438 1,875
Bought $1,000,000 par 1,083,125 1,083,125 1,083,125
Sold $1,000,000 par 1,084,375 1,083,125 1,084,375 1,250
Bought $1,000,000 par 1,084,375 1,084,375 1,084,375
Sold $1,000,000 par 1,084,531 1,084,375 1,084,531 156
Bought $1,000,000 par 1,084,375 1,084,375 1,084,375
Sold $1,000,000 par 1,083,906 1,084,375 1,083,906 ( 469)
Bought $500,000 par 532,500 532,500 532,500
Sold $500,000 par 530,000 532,500 530,000 (2,500)
15
THE O. M. SCOTT & SONS COMPANY
PROFIT SHARING AND SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1993
INDEX TO EXHIBITS
Exhibit No. Description Page No.
1 Consent of Independent Public
Accountants 17
Page 16
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
The Scotts Company on Form S-8 (File No. 33-47073) of our report dated June 3,
1994 on our audits of the financial statements and supplemental schedules of
The O.M. Scotts & Sons Company Profit Sharing and Savings Plan as of December
31, 1993 and 1992 and for each of the years then ended, which report is
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND
Columbus, Ohio
June 20, 1994
- 17 -
