Scotts Company (SMG)

 

The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) is hereby filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (“Form 10-K”), which was filed with the Securities and Exchange Commission on November 25, 2008, to add the conformed signature of its independent registered public accounting firm, Deloitte & Touche LLP, to the Report of Independent Registered Public Accounting Firm regarding the consolidated financial statements of Scotts Miracle-Gro and Subsidiaries (collectively, the “Company”) and the supporting financial statement schedule and the Report of Independent Registered Public Accounting Firm regarding the Company’s internal control over financial reporting (each, a “Report”) contained in the Form 10-K. The conformed signature of Deloitte & Touche LLP was inadvertently omitted from the electronic version of each Report filed with the Form 10-K, although Scotts Miracle-Gro had manually signed copies of each Report in its possession when the Form 10-K was filed. Other than the addition of the conformed signature to each Report, the text of each Report is unchanged.

 

In accordance with the rules of the Securities and Exchange Commission, Scotts Miracle-Gro has included the text of the Form 10-K in its entirety in this Amendment No. 1. All references in this Amendment No. 1 to “this Annual Report on Form 10-K” refer to the text of the Form 10-K which has been included in this Amendment No. 1.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the principal executive officer and the principal financial officer of Scotts Miracle-Gro have been filed as Exhibits 31.1, 31.2 and 32 to this Amendment No. 1 under Item 15 of Part IV hereof. No other changes have been made to Item 15, other than to disclose that certain exhibits which were filed with the Form 10-K are incorporated by reference into this Amendment No. 1 from the Form 10-K, as noted in the list of “Management Contracts and Compensatory Plans and Arrangements” included under Item 15(a)(3) and in the “Index to Exhibits” referenced in Item 15(a)(3) and in Item 15(b).

 

None of the amendments to the Form 10-K reflected in this Amendment No. 1 resulted in a change to or restatement of the financial statements or other financial information included in the Form 10-K. This Amendment No. 1 is limited in scope to the portions of the Form 10-K set forth above and does not amend, update or change any other items or disclosures contained in the Form 10-K, and we have not updated the disclosures contained therein to reflect events that occurred at any subsequent date.