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This excerpt taken from the SMG 10-K filed Dec 15, 2005. Name of Each Exchange On Which Registered |
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| Common Shares, without par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes X No .
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the
Act. Yes No X .
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 .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) 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. ( )
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the
Act). Yes X No .
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act). Yes No X .
The aggregate market value of Common Shares (the only common
equity of the registrant) held by non-affiliates of the
registrant computed by reference to the price at which Common
Shares were last sold as of the last business day of the
registrant’s most recently completed second fiscal quarter
(April 2, 2005) was approximately $1,565,288,000
The number of Common Shares of the registrant outstanding as of
December 1, 2005 was 68,004,962.
DOCUMENT INCORPORATED BY REFERENCE:
Portions of the definitive Proxy Statement for
Registrant’s 2006 Annual Meeting of Shareholders to be held
January 26, 2006, are incorporated by reference into
Part III hereof.
Table of Contents
PART I
ITEM 1. BUSINESS
General
The Scotts Miracle-Gro Company, an Ohio corporation
(“Scotts Miracle-Gro” and, together with its
subsidiaries, the “Company”), is the combination of
two of the most innovative companies in the consumer lawn and
garden market: O.M. Scott & Sons, which traces its
heritage back to a company founded by O.M. Scott in Marysville,
Ohio in 1868, and Stern’s Miracle-Gro Products, Inc., which
traces its history back to a company formed on Long Island by
Horace Hagedorn and his partner in 1951. Today, we believe the
Scotts®, Turf Builder®,
Miracle-Gro®, Ortho® and
Smith & Hawken® brands are among the
most widely recognized brands in the U.S. consumer lawn and
garden and outdoor living categories. We are also
Monsanto’s exclusive agent for the marketing and
distribution of consumer Roundup®* non-selective
herbicide products within the United States and other
contractually specified countries.
In fiscal 1995, through a merger transaction, The Scotts Company
and Miracle-Gro became one of several consolidations of other
leading brands in the lawn and garden industry in North America
and Europe. In the late 1990’s, we completed several
acquisitions in Europe, which gave us well-known brands in
France, Germany and the United Kingdom. In fiscal 1999, we
acquired the Ortho® brand and exclusive rights
to market the consumer Roundup® brand, thereby
adding industry-leading pesticides to our controls portfolio. We
have also rapidly expanded into the lawn care service industry
with the launch of Scotts LawnService® in fiscal
1997, and have made approximately 50 acquisitions of local and
regional lawn care businesses to provide a platform for our
rapid expansion throughout the U.S. In October 2004, we
entered the fast growing outdoor living category through the
acquisition of Smith & Hawken®.
We believe that our market leadership in the lawn and garden
category is driven by our widely-recognized brands,
consumer-focused marketing, superior product performance, supply
chain excellence, highly knowledgeable field sales and
merchandising organization, and the strength of our
relationships with major retailers in our product categories.
We maintain an Internet website at
http://www.investor.scotts.com (this uniform resource locator,
or URL, is an inactive textual reference only and is not
intended to incorporate our website into this Form 10-K).
We file reports with the Securities and Exchange Commission (the
“SEC”) and make available, free of charge, on or
through our website, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy and information statements and amendments
to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC.
On March 18, 2005, we consummated the restructuring of our
corporate structure into a holding company structure by merging
The Scotts Company (“Scotts”) which had been the
public company, into a newly-created, wholly-owned, second-tier
Ohio limited liability company, The Scotts Company LLC
(“Scotts LLC”), pursuant to the Agreement and Plan of
Merger, dated as of December 13, 2004 (the “Merger
Agreement”), among Scotts, Scotts LLC and Scotts
Miracle-Gro. As a result of this restructuring merger, each of
Scotts’ common shares issued and outstanding immediately
prior to the consummation of the restructuring merger was
automatically converted into one fully paid and nonassessable
common share of Scotts Miracle-Gro. Scotts Miracle-Gro became
the public company successor to Scotts and Scotts LLC a direct,
wholly-owned subsidiary of Scotts Miracle-Gro. The restructuring
merger did not affect the new parent holding company’s
management, corporate governance or capital stock structure. In
addition, the consolidated assets and liabilities of Scotts
Miracle-Gro and its subsidiaries (including Scotts LLC)
immediately after the restructuring merger were the same as the
consolidated assets and liabilities of Scotts and its
subsidiaries immediately before the restructuring merger.
Competitive Strengths
We believe we are the world’s largest marketer of branded
consumer lawn and garden fertilizers, control products and
value-added growing media products. We have been able to achieve
our market
| * | Roundup® is a registered trademark of Monsanto Technology LLC, a company affiliated with Monsanto Company. |
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Table of Contents
leading position through the combination of strategic
acquisitions and organic growth by driving category expansion
and capturing increased market share with product innovation and
award-winning advertising campaigns. Our portfolio of consumer
brands in North America includes the following:
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