SMG » Topics » Equity Ownership Concentration

These excerpts taken from the SMG 10-K filed Dec 3, 2008.
Equity Ownership Concentration
 
Hagedorn Partnership, L.P. beneficially owned approximately 31% of our outstanding common shares as of November 21, 2008, and has sufficient voting power to significantly influence the election of directors and the approval of other actions requiring the approval of our shareholders.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2.  PROPERTIES
 
The Company owns or leases, as appropriate, numerous facilities throughout the world to support each of its respective business segments.
 
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Table of Contents

  •  Global Consumer — We own manufacturing and distribution and research and development facilities in Marysville, Ohio, research facilities in Apopka, Florida and Gervais, Oregon, and a production facility in Fort Madison, Iowa. We lease a spreader and other durable components manufacturing facility in Temecula, California. In addition, we operate 27 growing media facilities in North America — 22 of which are owned by the Company and five of which are leased. Most of our growing media facilities include production lines, warehouses, offices and field processing areas. We own five production facilities for our wild bird food operations in Indiana, South Dakota, South Carolina and Texas. Further, we own a manufacturing facility in Sutton Bridge, the United Kingdom, a blending and bagging facility for growing media in Hautmont, France and a plant in Bourth, France that we use for formulating, blending and packaging plant protection products for the consumer market. We lease most of our general office space, including business development sales offices in Atlanta, Georgia, Mooresville, North Carolina, Rolling Meadows, Illinois and Bentonville, Arkansas; the headquarters for our Canadian subsidiary in Mississauga, Ontario; the headquarters for our U.K. business in Godalming (Surrey), the United Kingdom; the headquarters for our international business (which also serves as our local French operations office) in Ecully (Lyon), France; a business office in Ingelheim, Germany; a business office in Salzburg, Austria; and a sales office in Saint Niklaas, Belgium.
 
  •  Global Professional — We lease a controlled-release fertilizer manufacturing facility in Charleston, South Carolina, a corporate office in Waardenburg, the Netherlands and a sales office in Bramford, the United Kingdom, where we also have some supply chain services. Further, we lease sales offices in Nordhorn, Germany, Paris, France, Budapest, Hungary, Tarragona, Spain and Nairobi, Kenya, where we also lease warehouse space.
 
  •  Global Consumer and Global Professional — In addition to the above, the Company owns or leases a number of properties that we use for both the Global Consumer and Global Professional segments of our business. We own manufacturing facilities in Howden (East Yorkshire) and Hatfield (South Yorkshire), both in the United Kingdom. Our site in Heerlen, the Netherlands includes a research facility, a distribution center and a manufacturing site for coated fertilizers for the consumer and professional markets (we own the land and the building for the manufacturing facility, but lease the distribution center building). We lease land for peat extraction in Manchester, England (Irlam Moss), Gretna, England (Solway Moss) and Dumfriesshire, Scotland (Nutberry Moss and Creca Moss), and we also lease land to stockpile harvested peat in South Lanarkshire, Scotland (Douglas Water). We own peat extraction facilities in Dumfriesshire, Scotland (Nutberry Moss), North Lanarkshire, England (Fannyside Muir), Stirlingshire, Scotland (Letham) and on two properties in South Lanarkshire, Scotland (Douglas Water & Carnwath). We own a grass seed production facility in Albany, Oregon. We lease a research and development facility in Morance, France and we own a research and development facility in Levington, the United Kingdom. We lease sales offices in Treviso, Italy and Warsaw, Poland, and we lease our Australian corporate office, located in Baulkan Hills (New South Wales), Australia.
 
  •  Scotts LawnService® — We conduct company-owned Scotts LawnService® operations from 81 leased facilities, primarily located in industrial office parks, serving 46 metropolitan markets across the United States.
 
  •  Corporate & Other — Our corporate headquarters are located in Marysville, Ohio. Including our Global Consumer manufacturing and distribution facilities and our research and development facilities, we own or lease approximately 750 acres in Marysville. Smith & Hawken® operates 57 retail stores in the United States, which are all leased facilities, and leases its main headquarters in Novato, California.
 
The Company also leases warehouse space throughout North America and continental Europe as needed.
 
We believe that our facilities are adequate to serve their intended purposes and that our property leasing arrangements are satisfactory.
 
19


Table of Contents

ITEM 3.  LEGAL PROCEEDINGS
 
As noted in the discussion in “ITEM 1. BUSINESS — Regulatory Considerations,” “ITEM 1. BUSINESS — FIFRA Compliance, the Corresponding Governmental Investigation and Related Matters” and “ITEM 1. BUSINESS — Other Regulatory Matters,” we are involved in several pending environmental and regulatory matters. We believe that our assessment of contingencies is reasonable and that related reserves, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material adverse affect on our results of operations, financial position and cash flows.
 
Pending significant legal proceedings are as follows:
 
Equity Ownership
Concentration



 



Hagedorn Partnership, L.P. beneficially owned approximately 31%
of our outstanding common shares as of November 21, 2008,
and has sufficient voting power to significantly influence the
election of directors and the approval of other actions
requiring the approval of our shareholders.


 















ITEM 1B. 

UNRESOLVED
STAFF COMMENTS



 



None.


 















ITEM 2. 

PROPERTIES


 



The Company owns or leases, as appropriate, numerous facilities
throughout the world to support each of its respective business
segments.

 



18







Table of Contents



























































  • 

Global Consumer — We own manufacturing and
distribution and research and development facilities in
Marysville, Ohio, research facilities in Apopka, Florida and
Gervais, Oregon, and a production facility in Fort Madison,
Iowa. We lease a spreader and other durable components
manufacturing facility in Temecula, California. In addition, we
operate 27 growing media facilities in North America —
22 of which are owned by the Company and five of which are
leased. Most of our growing media facilities include production
lines, warehouses, offices and field processing areas. We own
five production facilities for our wild bird food operations in
Indiana, South Dakota, South Carolina and Texas. Further, we own
a manufacturing facility in Sutton Bridge, the
United Kingdom, a blending and bagging facility for growing
media in Hautmont, France and a plant in Bourth, France that we
use for formulating, blending and packaging plant protection
products for the consumer market. We lease most of our general
office space, including business development sales offices in
Atlanta, Georgia, Mooresville, North Carolina, Rolling Meadows,
Illinois and Bentonville, Arkansas; the headquarters for our
Canadian subsidiary in Mississauga, Ontario; the headquarters
for our U.K. business in Godalming (Surrey), the United Kingdom;
the headquarters for our international business (which also
serves as our local French operations office) in Ecully (Lyon),
France; a business office in Ingelheim, Germany; a business
office in Salzburg, Austria; and a sales office in Saint
Niklaas, Belgium.
 
  • 

Global Professional — We lease a
controlled-release fertilizer manufacturing facility in
Charleston, South Carolina, a corporate office in Waardenburg,
the Netherlands and a sales office in Bramford, the United
Kingdom, where we also have some supply chain services. Further,
we lease sales offices in Nordhorn, Germany, Paris, France,
Budapest, Hungary, Tarragona, Spain and Nairobi, Kenya, where we
also lease warehouse space.
 
  • 

Global Consumer and Global Professional — In
addition to the above, the Company owns or leases a number of
properties that we use for both the Global Consumer and Global
Professional segments of our business. We own manufacturing
facilities in Howden (East Yorkshire) and Hatfield (South
Yorkshire), both in the United Kingdom. Our site in Heerlen, the
Netherlands includes a research facility, a distribution center
and a manufacturing site for coated fertilizers for the consumer
and professional markets (we own the land and the building for
the manufacturing facility, but lease the distribution center
building). We lease land for peat extraction in Manchester,
England (Irlam Moss), Gretna, England (Solway Moss) and
Dumfriesshire, Scotland (Nutberry Moss and Creca Moss), and we
also lease land to stockpile harvested peat in South
Lanarkshire, Scotland (Douglas Water). We own peat extraction
facilities in Dumfriesshire, Scotland (Nutberry Moss), North
Lanarkshire, England (Fannyside Muir), Stirlingshire, Scotland
(Letham) and on two properties in South Lanarkshire, Scotland
(Douglas Water & Carnwath). We own a grass seed
production facility in Albany, Oregon. We lease a research and
development facility in Morance, France and we own a research
and development facility in Levington, the United Kingdom. We
lease sales offices in Treviso, Italy and Warsaw, Poland, and we
lease our Australian corporate office, located in Baulkan Hills
(New South Wales), Australia.
 
  • 

Scotts
LawnService®
 —

We conduct company-owned Scotts
LawnService®

operations from 81 leased facilities, primarily located in
industrial office parks, serving 46 metropolitan markets across
the United States.
 
  • 

Corporate & Other — Our corporate
headquarters are located in Marysville, Ohio. Including our
Global Consumer manufacturing and distribution facilities and
our research and development facilities, we own or lease
approximately 750 acres in Marysville. Smith &
Hawken®

operates 57 retail stores in the United States, which are
all leased facilities, and leases its main headquarters in
Novato, California.


 



The Company also leases warehouse space throughout North America
and continental Europe as needed.


 



We believe that our facilities are adequate to serve their
intended purposes and that our property leasing arrangements are
satisfactory.

 



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Table of Contents


















ITEM 3. 

LEGAL
PROCEEDINGS



 



As noted in the discussion in “ITEM 1.
BUSINESS — Regulatory Considerations,”
“ITEM 1. BUSINESS — FIFRA Compliance, the
Corresponding Governmental Investigation and Related
Matters” and “ITEM 1. BUSINESS — Other
Regulatory Matters,” we are involved in several pending
environmental and regulatory matters. We believe that our
assessment of contingencies is reasonable and that related
reserves, in the aggregate, are adequate; however, there can be
no assurance that the final resolution of these matters will not
have a material adverse affect on our results of operations,
financial position and cash flows.


 



Pending significant legal proceedings are as follows:


 




These excerpts taken from the SMG 10-K filed Nov 25, 2008.
Equity Ownership Concentration
 
Hagedorn Partnership, L.P. beneficially owned approximately 31% of our outstanding common shares as of November 21, 2008, and has sufficient voting power to significantly influence the election of directors and the approval of other actions requiring the approval of our shareholders.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2.  PROPERTIES
 
The Company owns or leases, as appropriate, numerous facilities throughout the world to support each of its respective business segments.
 
  •  Global Consumer — We own manufacturing and distribution and research and development facilities in Marysville, Ohio, research facilities in Apopka, Florida and Gervais, Oregon, and a production facility in Fort Madison, Iowa. We lease a spreader and other durable components manufacturing facility in Temecula, California. In addition, we operate 27 growing media facilities in North America — 22 of which are owned by the Company and five of which are leased. Most of our growing media facilities include production lines, warehouses, offices and field processing areas. We own five production facilities for our wild bird food operations in Indiana, South Dakota, South Carolina and Texas. Further, we own a manufacturing facility in Sutton Bridge, the United Kingdom, a blending and bagging facility for growing media in Hautmont, France and a plant in Bourth, France that we use for formulating, blending and packaging plant protection products for the consumer market. We lease most of our general office space, including business development sales offices in Atlanta, Georgia, Mooresville, North Carolina, Rolling Meadows, Illinois and Bentonville, Arkansas; the headquarters for our Canadian subsidiary in Mississauga, Ontario; the headquarters for our U.K. business in Godalming (Surrey), the United Kingdom; the
 
18


Table of Contents

  headquarters for our international business (which also serves as our local French operations office) in Ecully (Lyon), France; a business office in Ingelheim, Germany; a business office in Salzburg, Austria; and a sales office in Saint Niklaas, Belgium.
 
  •  Global Professional — We lease a controlled-release fertilizer manufacturing facility in Charleston, South Carolina, a corporate office in Waardenburg, the Netherlands and a sales office in Bramford, the United Kingdom, where we also have some supply chain services. Further, we lease sales offices in Nordhorn, Germany, Paris, France, Budapest, Hungary, Tarragona, Spain and Nairobi, Kenya, where we also lease warehouse space.
 
  •  Global Consumer and Global Professional — In addition to the above, the Company owns or leases a number of properties that we use for both the Global Consumer and Global Professional segments of our business. We own manufacturing facilities in Howden (East Yorkshire) and Hatfield (South Yorkshire), both in the United Kingdom. Our site in Heerlen, the Netherlands includes a research facility, a distribution center and a manufacturing site for coated fertilizers for the consumer and professional markets (we own the land and the building for the manufacturing facility, but lease the distribution center building). We lease land for peat extraction in Manchester, England (Irlam Moss), Gretna, England (Solway Moss) and Dumfriesshire, Scotland (Nutberry Moss and Creca Moss), and we also lease land to stockpile harvested peat in South Lanarkshire, Scotland (Douglas Water). We own peat extraction facilities in Dumfriesshire, Scotland (Nutberry Moss), North Lanarkshire, England (Fannyside Muir), Stirlingshire, Scotland (Letham) and on two properties in South Lanarkshire, Scotland (Douglas Water & Carnwath). We own a grass seed production facility in Albany, Oregon. We lease a research and development facility in Morance, France and we own a research and development facility in Levington, the United Kingdom. We lease sales offices in Treviso, Italy and Warsaw, Poland, and we lease our Australian corporate office, located in Baulkan Hills (New South Wales), Australia.
 
  •  Scotts LawnService® — We conduct company-owned Scotts LawnService® operations from 81 leased facilities, primarily located in industrial office parks, serving 46 metropolitan markets across the United States.
 
  •  Corporate & Other — Our corporate headquarters are located in Marysville, Ohio. Including our Global Consumer manufacturing and distribution facilities and our research and development facilities, we own or lease approximately 750 acres in Marysville. Smith & Hawken® operates 57 retail stores in the United States, which are all leased facilities, and leases its main headquarters in Novato, California.
 
The Company also leases warehouse space throughout North America and continental Europe as needed.
 
We believe that our facilities are adequate to serve their intended purposes and that our property leasing arrangements are satisfactory.
 
ITEM 3.  LEGAL PROCEEDINGS
 
As noted in the discussion in “ITEM 1. BUSINESS — Regulatory Considerations,” “ITEM 1. BUSINESS — FIFRA Compliance, the Corresponding Governmental Investigation and Related Matters” and “ITEM 1. BUSINESS — Other Regulatory Matters,” we are involved in several pending environmental and regulatory matters. We believe that our assessment of contingencies is reasonable and that related reserves, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material adverse affect on our results of operations, financial position and cash flows.
 
Pending significant legal proceedings are as follows:
 
Equity Ownership
Concentration



 



Hagedorn Partnership, L.P. beneficially owned approximately 31%
of our outstanding common shares as of November 21, 2008,
and has sufficient voting power to significantly influence the
election of directors and the approval of other actions
requiring the approval of our shareholders.


 















ITEM 1B. 

UNRESOLVED
STAFF COMMENTS



 



None.


 















ITEM 2. 

PROPERTIES


 



The Company owns or leases, as appropriate, numerous facilities
throughout the world to support each of its respective business
segments.


 
















  • 

Global Consumer — We own manufacturing and
distribution and research and development facilities in
Marysville, Ohio, research facilities in Apopka, Florida and
Gervais, Oregon, and a production facility in Fort Madison,
Iowa. We lease a spreader and other durable components
manufacturing facility in Temecula, California. In addition, we
operate 27 growing media facilities in North America —
22 of which are owned by the Company and five of which are
leased. Most of our growing media facilities include production
lines, warehouses, offices and field processing areas. We own
five production facilities for our wild bird food operations in
Indiana, South Dakota, South Carolina and Texas. Further, we own
a manufacturing facility in Sutton Bridge, the
United Kingdom, a blending and bagging facility for growing
media in Hautmont, France and a plant in Bourth, France that we
use for formulating, blending and packaging plant protection
products for the consumer market. We lease most of our general
office space, including business development sales offices in
Atlanta, Georgia, Mooresville, North Carolina, Rolling Meadows,
Illinois and Bentonville, Arkansas; the headquarters for our
Canadian subsidiary in Mississauga, Ontario; the headquarters
for our U.K. business in Godalming (Surrey), the United Kingdom;
the

 



18







Table of Contents



















 

headquarters for our international business (which also serves
as our local French operations office) in Ecully (Lyon), France;
a business office in Ingelheim, Germany; a business office in
Salzburg, Austria; and a sales office in Saint Niklaas, Belgium.


 














































  • 

Global Professional — We lease a
controlled-release fertilizer manufacturing facility in
Charleston, South Carolina, a corporate office in Waardenburg,
the Netherlands and a sales office in Bramford, the United
Kingdom, where we also have some supply chain services. Further,
we lease sales offices in Nordhorn, Germany, Paris, France,
Budapest, Hungary, Tarragona, Spain and Nairobi, Kenya, where we
also lease warehouse space.
 
  • 

Global Consumer and Global Professional — In
addition to the above, the Company owns or leases a number of
properties that we use for both the Global Consumer and Global
Professional segments of our business. We own manufacturing
facilities in Howden (East Yorkshire) and Hatfield (South
Yorkshire), both in the United Kingdom. Our site in Heerlen, the
Netherlands includes a research facility, a distribution center
and a manufacturing site for coated fertilizers for the consumer
and professional markets (we own the land and the building for
the manufacturing facility, but lease the distribution center
building). We lease land for peat extraction in Manchester,
England (Irlam Moss), Gretna, England (Solway Moss) and
Dumfriesshire, Scotland (Nutberry Moss and Creca Moss), and we
also lease land to stockpile harvested peat in South
Lanarkshire, Scotland (Douglas Water). We own peat extraction
facilities in Dumfriesshire, Scotland (Nutberry Moss), North
Lanarkshire, England (Fannyside Muir), Stirlingshire, Scotland
(Letham) and on two properties in South Lanarkshire, Scotland
(Douglas Water & Carnwath). We own a grass seed
production facility in Albany, Oregon. We lease a research and
development facility in Morance, France and we own a research
and development facility in Levington, the United Kingdom. We
lease sales offices in Treviso, Italy and Warsaw, Poland, and we
lease our Australian corporate office, located in Baulkan Hills
(New South Wales), Australia.
 
  • 

Scotts
LawnService®
 —

We conduct company-owned Scotts
LawnService®

operations from 81 leased facilities, primarily located in
industrial office parks, serving 46 metropolitan markets across
the United States.
 
  • 

Corporate & Other — Our corporate
headquarters are located in Marysville, Ohio. Including our
Global Consumer manufacturing and distribution facilities and
our research and development facilities, we own or lease
approximately 750 acres in Marysville. Smith &
Hawken®

operates 57 retail stores in the United States, which are
all leased facilities, and leases its main headquarters in
Novato, California.


 



The Company also leases warehouse space throughout North America
and continental Europe as needed.


 



We believe that our facilities are adequate to serve their
intended purposes and that our property leasing arrangements are
satisfactory.


 















ITEM 3. 

LEGAL
PROCEEDINGS



 



As noted in the discussion in “ITEM 1.
BUSINESS — Regulatory Considerations,”
“ITEM 1. BUSINESS — FIFRA Compliance, the
Corresponding Governmental Investigation and Related
Matters” and “ITEM 1. BUSINESS — Other
Regulatory Matters,” we are involved in several pending
environmental and regulatory matters. We believe that our
assessment of contingencies is reasonable and that related
reserves, in the aggregate, are adequate; however, there can be
no assurance that the final resolution of these matters will not
have a material adverse affect on our results of operations,
financial position and cash flows.


 



Pending significant legal proceedings are as follows:


 




This excerpt taken from the SMG 10-K filed Nov 29, 2007.
Equity Ownership Concentration
 
Hagedorn Partnership, L.P. beneficially owned approximately 32% of our outstanding common shares as of November 23, 2007, and has sufficient voting power to significantly influence the election of directors and the approval of other actions requiring the approval of our shareholders.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS
 
None
 
ITEM 2.  PROPERTIES
 
We lease land from the Union County Community Improvement Corporation in Marysville, Ohio for our headquarters and for our research and development facilities. We own property in Marysville, Ohio for our manufacturing and distribution facilities. Combined, these facilities are situated on approximately 750 acres of land.
 
16


 

The North America segment owns two additional research facilities located in Apopka, Florida; and Gervais, Oregon. We own a production facility, which encompasses 27 acres, in Fort Madison, Iowa and lease a spreader and other durable components manufacturing facility in Temecula, California. We also lease a controlled-release fertilizer manufacturing facility in Charleston, South Carolina. We operate 27 growing media facilities in North America — 22 of which are owned by us and 5 of which are leased. Most of our growing media facilities include production lines, warehouses, offices and field processing areas. We lease sales offices in Atlanta, Georgia; Mooresville, North Carolina; Rolling Meadows, Illinois; and Bentonville, Arkansas. We also lease a facility in Mississauga, Ontario that serves as the headquarters for our Canadian subsidiary. We own 6 seed production facilities; one for grass seed in Albany, Oregon and 5 for wild bird food in Indiana, South Dakota, South Carolina and Texas.
 
Scotts LawnService® conducts its company-owned operations from 78 leased facilities, primarily office/warehouse units in industrial/office parks, across the United States serving 46 metropolitan markets.
 
Smith & Hawken® operates 61 retail stores, which are all leased facilities primarily in shopping centers across the United States. It leases its main headquarters in Novato, California.
 
The International segment leases its U.K. office, located in Godalming (Surrey); its French headquarters and local operations office, located in Ecully (Lyon); a German office, located in Ingelheim; an Austrian office, located in Salzburg; an Australian office, located in Baulkan Hills (New South Wales); a Belgium sales office, located in Sint Niklaas; and a Netherlands office for its professional business, located in Waardenburg. We own manufacturing facilities in Howden, Hatfield (East Yorkshire) and Sutton Bridge, in the United Kingdom. We also own a blending and bagging facility for growing media in Hautmont, France; and a plant in Bourth, France, that we use for formulating, blending and packaging control products for the consumer market. Our site in Heerlen, the Netherlands includes a research facility, a distribution center and a manufacturing site for coated fertilizers for the consumer and professional markets. We own the land and the building for the manufacturing facility, but lease the distribution center building. We lease a research and development facility in Chazay, France. In the United Kingdom, we own a research and development facility in Levington and we lease a research and development facility in Bramford.
 
We lease warehouse space throughout North America and continental Europe as needed.
 
We believe that our facilities are adequate to serve their intended purposes at this time and that our property leasing arrangements are satisfactory.
 
ITEM 3.  LEGAL PROCEEDINGS
 
As noted in the discussion in “ITEM 1. BUSINESS — Environmental and Regulatory Considerations” and “ITEM 1. BUSINESS — Regulatory Actions,” we are involved in several pending environmental matters. We believe that our assessment of contingencies is reasonable and that related reserves, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material adverse affect on our results of operations, financial position and cash flows.
 
Pending significant legal proceedings are as follows:
 
This excerpt taken from the SMG 10-K filed Dec 14, 2006.
Equity Ownership Concentration
 
Hagedorn Partnership, L.P. beneficially owned approximately 31% of our outstanding common shares as of November 28, 2006, and has sufficient voting power to significantly influence the election of directors and the approval of other actions requiring the approval of our shareholders.
 
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