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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)1
The Scotts Company
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
810 186 106
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(CUSIP Number)
James Hagedorn
800 Port Washington Boulevard
Port Washington, NY 11050
(516) 883-6550
with a copy to:
Richard L. Goldberg
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6
<PAGE>
CUSIP No. 810 186 106 SCHEDULE 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Hagedorn Partnership, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: EIN 11-3265232
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*: 00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 13,067,578
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,802,989
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
264,589
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,067,578
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*: PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
By this Amendment No. 2, Hagedorn Partnership, L.P. (the "Partnership")
further amends and supplements its Statement on Schedule 13D, as heretofore
amended (the "Schedule 13D"), filed with respect to the common shares, without
par value (the "Shares"), of The Scotts Company, an Ohio corporation ("Scotts").
Capitalized terms not otherwise defined have the meanings set forth in the
Schedule 13D.
Item 1. Security of Issuer
The current address of the principal executive officers of Scotts is 41
South High Street, Suite 3500, Columbus, Ohio 43215.
Item 2. Identity and Background
(a)-(c) Attached as Schedule I to this Amendment No. 2 is updated
information as to the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each General Partner.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the First Amendment to the Amended and Restated Agreement and
Plan of Merger, dated as of October 1, 1999 (the "First Amendment"), by and
among Scotts, Scotts' Miracle-Gro Products, Inc., Miracle-Gro Lawn Products
Inc., Miracle-Gro Products Limited, the Partnership, Community Funds, Inc.,
Horace Hagedorn, John Kenlon, and the General Partners ("First Amendment"), the
Partnership converted all of the 187,523 shares of Preferred Stock owned by the
Partnership into 9,869,631 Shares in accordance with the terms of the Preferred
Stock and without any cash payment by the Partnership.
The Partnership also received from Scotts (in addition to the regular
quarterly cash dividend on the Preferred Stock for the quarter ended September
30, 1999) a cash payment of $6,250,766.67, representing the aggregate amount of
the dividends that would have accrued and been payable on the Partnership's
187,523 shares of Preferred Stock with respect to the period from October 1999
through May 2000, the first month during which the Preferred Stock would have
become redeemable by Scotts. The other holders of the Preferred Stock, John
Kenlon and Horace Hagedorn, also converted their shares of Preferred Stock and
received cash payments in lieu of dividends pursuant to the First Amendment.
Under the First Amendment, all of the provisions of the Merger Agreement
described in the Schedule 13D in response to Item 6 relating to the acquisition,
voting and disposition of securities of Scotts by the Partnership and the other
Miracle-Gro Shareholders, the right of the Miracle-Gro Shareholders to designate
three members of the Scotts Board of Directors, and the need for approval by the
Miracle-Gro shareholders for certain stock issuances or acquisitions by Scotts,
were terminated as of October 1, 1999, except the restriction upon the
acquisition by the Miracle-Gro Shareholders of more than 49% of the total voting
power of the outstanding Voting Stock. The provisions that terminated as of
October 1, 1999 would otherwise have terminated on May 19, 2000, the fifth
anniversary of the consummation of the Merger Agreement.
Item 4. Purpose of the Transaction
The Partnership agreed to enter into the First Amendment and consummate the
transactions contemplated thereby because it believed that the conversion of the
outstanding shares of Preferred Stock into Shares on the terms provided for in
the First Amendment was in the best interests of Scotts, the Partnership and the
other shareholders of Scotts. Neither the Partnership nor the General Partners
have any
Page 3 of 6
<PAGE>
plans or proposals that relate to or would result in any of the consequences set
forth in Items 4(a)-(j) of Schedule 13D. The Partnership intends to review
continuously its position in Scotts, and may, at any time, depending upon its
evaluation of Scotts' business and prospects, other developments concerning
Scotts (including, without limitation, any future repurchases of Shares by
Scotts), general economic conditions, stock market conditions and the financial
needs and objectives of the Partnership, increase or decrease its holdings of
Scotts securities or dispose of such holdings in their entirety, whether in
transactions in the open market or otherwise, or otherwise act with respect to
Scotts.
Item 5. Interest in Securities of the Issuer
(a) As a result of the conversion of the outstanding shares of Preferred
Stock pursuant to the First Amendment, the Partnership owns 9,869,631 Shares and
holds Warrants to purchase an additional 2,933,358 Shares. The Partnership also
has the right to vote, and a right of first refusal with respect to, the 197,947
Shares and the Warrants to purchase 66,642 Shares owned by Mr. Kenlon and his
children. In the aggregate, the outstanding Shares held by the Partnership and
Mr. Kenlon and the aggregate number of Warrants held by the Partnership, Mr.
Kenlon and his children represent approximately 41.6% of the outstanding Shares,
calculated in accordance with Rule 13d-3 based on the 18,357,302 Shares reported
as being outstanding in Scotts' Quarterly Report on Form 10-Q in the fiscal
quarter ended July 3, 1999. Except to the extent they may be deemed to have
beneficial ownership of the Scotts securities owned by the Partnership, none of
the General Partners beneficially owns any Scotts securities other than James
Hagedorn, who owns 3,370 Shares beneficially and of record, holds options to
purchase an additional 150,000 Shares that are either currently exercisable or
will become exercisable within 60 days, and has 8,074.073 Shares credited to his
account, as of September 30, 1999, under The Scotts Company Retirement Savings
Plan (the "401(k) Plan").
(b) The Partnership has the sole power to vote all of the Scotts securities
held by it and by Mr. Kenlon and his children. The Partnership has sole
dispositive power with respect to the Scotts securities held by it, and, by
virtue of its right of first refusal, may be deemed to have shared dispositive
power with respect to the Scotts securities held by Mr. Kenlon and his children.
James Hagedorn has sole voting and dispositive power with respect to the Scotts
securities described in the preceeding paragraph as being owned by him, subject,
with respect to the 8,074.073 Shares credited to his account under the 401(k)
Plan, to the terms of such Plan.
(c) The Partnership converted 3,135 shares of Preferred Stock into 164,995
Shares on August 30, 1999, and sold such Shares on August 31, 1999 in accordance
with Rule 144 promulgated under the Securities Act of 1933. The net proceeds per
Share to the Partnership from such sale was $38.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See the response to Items 2, 3 and 5 set forth in this Amendment No. 2.
Item 7. Material to Be Filed as Exhibits
The following additional exhibit is added as Exhibit (c) to the Schedule
13D:
Page 4 of 6
<PAGE>
Exhibit (c) First Amendment to Amended and Restated Agreement and Plan
of Merger, made and entered into as of October 1, 1999, by
and among The Scotts Company, Scotts' Miracle-Gro Products,
Inc., Miracle-Gro Lawn Products Inc., Miracle-Gro Products
Limited, Hagedorn Partnership, L.P., Community Funds, Inc.,
Horace Hagedorn, John Kenlon, and James Hagedorn, Katherine
Hagedorn Littlefield, Paul Hagedorn, Peter Hagedorn, Robert
Hagedorn and Susan Hagedorn (Incorporated by reference to
Exhibit 2 to The Scotts Company's Current Report on Form 8-K
dated October 4, 1999).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 29, 1999 HAGEDORN PARTNERSHIP, L.P.
By: /s/ Katherine Hagedorn Littlefield
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Name:
Title: General Partner
Page 5 of 6
<PAGE>
Schedule I
General Partners of
Hagedorn Partnership, L.P.
The name, business address, present principal occupation or employment, and
the name, principal business (other than in the case of The Scotts Company) and
address of any corporation or other organization in which such employment is
conducted, of each general partner of the Partnership is set forth below. If no
address is given, the address is 800 Port Washington Boulevard, Port Washington,
New York 11050.
Present Principal Occupation
or Employment and
Name Business Address
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James Hagedorn President, Scotts North America
The Scotts Company
Katherine Hagedorn Littlefield Private Investor
Paul Hagedorn Creative Consultant,
The Scotts Company
14111 Scottslawn Road
Marysville, OH 43041
Peter Hagedorn Private Investor
Robert Hagedorn Private Investor
Susan Hagedorn, Ph.D. Professor of Nursing,
University of Colorado Hospital
(School of Nursing)
Box C-288
4200 East 9th Avenue
Denver, CO 80262
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