-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdWf6c/DBdCAmnmeAQqdvjvcgbVwftI4oPZhl4Oy8amFbb9jJ9gcMoolb4m3mUiz 7JDcss6mt36MqFlfoTPz1Q== 0001005477-98-000862.txt : 19980327 0001005477-98-000862.hdr.sgml : 19980327 ACCESSION NUMBER: 0001005477-98-000862 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980323 DATE AS OF CHANGE: 19980326 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTS COMPANY CENTRAL INDEX KEY: 0000825542 STANDARD INDUSTRIAL CLASSIFICATION: 2870 IRS NUMBER: 311199481 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43851 FILM NUMBER: 98571733 BUSINESS ADDRESS: STREET 1: 14111 SCOTTSLAWN RD CITY: MARYSVILLE STATE: OH ZIP: 43041 BUSINESS PHONE: 5136440011 MAIL ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD CITY: MARYSVILLE STATE: OH ZIP: 43041 FORMER COMPANY: FORMER CONFORMED NAME: CDS HOLDING CORP DATE OF NAME CHANGE: 19900104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 STANDARD INDUSTRIAL CLASSIFICATION: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125834100 MAIL ADDRESS: STREET 1: 599 LEXINGTON STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* The Scotts Company (Name of Issuer) Common Stock, No Par (Title of Class of Securities) 810186106 (CUSIP Number) March 13, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). (1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Perry Corp. (2) Check the Appropriate Box if a Member of a Group Not applicable (3) SEC Use Only (4) Citizenship or Place of Organization New York Number of Shares (5) Sole Voting Power 940,232 Beneficially Owned (6) Shared Voting Power NONE By Each Reporting (7) Sole Dispositive Power 940,232 Person With: (8) Shared Dispositive Power NONE (9) Aggregate Amount Beneficially Owned by Each Reporting Person. 940,232 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions). [ ] (11) Percent of Class Represented by Amount in Row (9) 5.0% (12) Type of Reporting Person (see instructions): CO (1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Richard C. Perry (2) Check the Appropriate Box if a Member of a Group (a) Not applicable (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 940,232 (all shares Beneficially Owned beneficially owned by By Each Reporting Perry Corp.) Person With: (6) Shared Voting Power NONE (7) Sole Dispositive Power 940,232 (all shares beneficially owned by Perry Corp.) (8) Shared Dispositive Power NONE (9) Aggregate Amount Beneficially Owned by Each Reporting Person. 940,232 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions). [ ] (11) Percent of Class Represented by Amount in Row (9) 5.0% (12) Type of Reporting Person (see instructions): IN ITEM 1(a). NAME OF ISSUER: The Scotts Company ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 14111 Scottslawn Road Marysville, Ohio 43041 ITEM 2(a). NAME OF PERSON FILING: This statement is filed on behalf of Perry Corp., a New York corporation, and Richard C. Perry. Perry Corp. is a private investment firm and Richard C. Perry is the President and sole stockholder of Perry Corp. See attached Exhibit A which is a copy of their agreement in writing to file this statement on behalf of each of them. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 599 Lexington Avenue New York, NY 10022 ITEM 2(c). CITIZENSHIP: Perry Corp. is a New York corporation, and Richard C. Perry is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, No Par ITEM 2(e). CUSIP NUMBER: 810186106 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: 940,232 shares (b) PERCENT OF CLASS: 5.0% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 940,232 shares (ii) Shared power to vote or to direct the vote: NONE (iii) Sole power to dispose or to direct the disposition of: 940,232 shares (iv) Shared power to dispose or to direct the disposition of: NONE ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. PERRY CORP. Dated: March 23, 1998 New York, New York By: /s/ Richard C. Perry ----------------------------- Name: Richard C. Perry Title: President Dated: March 23, 1998 New York, New York /s/ Richard C. Perry ----------------------------- Richard C. Perry EX-99.A 2 JOINT FILING AGREEMENT EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned's ownership of securities of The Scotts Company and hereby affirms that such Schedule 13G is being filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. PERRY CORP. Dated: March 23, 1998 New York, New York By: /s/ Richard C. Perry ----------------------------- Name: Richard C. Perry Title: President Dated: March 23, 1998 New York, New York /s/ Richard C. Perry ----------------------------- Richard C. Perry -----END PRIVACY-ENHANCED MESSAGE-----