UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2004 ---------------- THE SCOTTS COMPANY - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-13292 31-1414921 --------------------- ------------------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 14111 Scottslawn Road, Marysville, Ohio 43041 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (937) 644-0011 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) On December 8, 2004, the Registrant filed a Current Report on Form 8-K ("Form 8-K")to report that the Registrant's Audit Committee had dismissed the Registrant's then current independent registered public accounting firm, PricewaterhouseCoopers LLP ("PwC"). This Amendment to the Form 8-K ("Amended Form 8-K/A") is being filed to report the Registrant's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm, effective as of December 17, 2004, to report a reportable condition in accordance with Item 304 (a)(1)(v)(D) of Regulation S-K and to file a copy of PwC's letter, dated December 17, 2004, stating its agreement with the statements contained in this Amended Form 8-K.
Section 4 - Matters Related to Accountants and Financial Statements Item 4.01. Changes in Registrant's Certifying Accountant. At a meeting held on December 2, 2004, the Audit Committee of The Scotts Company (the "Company") dismissed the current independent registered public accounting firm, PricewaterhouseCoopers LLP ("PwC") and approved the engagement of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm. Deloitte accepted the engagement as the Company's independent registered public accounting firm effective as of December 17, 2004. PwC's reports on the Company's consolidated financial statements for each of the fiscal years ended September 30, 2004 and 2003 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle. During the Company's fiscal years ended September 30, 2004 and 2003, and the subsequent interim period from October 1, 2004 through December 2, 2004, (a) there were no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC's satisfaction, would have caused PwC to make reference to the subject matter in connection with PwC's reports on the Company's consolidated financial statements for such years; and (b) there were no reportable events as defined in Item 304(a)(1)(v) of SEC Regulation S-K, except for the open consultation discussed below. As of the date of PwC's dismissal as the Company's independent registered public accounting firm, PwC and the Company had an open consultation regarding the appropriate accounting treatment for an approximately $3,000,000 liability resulting from a bonus pool related to an acquisition made during the first quarter of the Company's 2005 fiscal year. At the time of their dismissal, PwC did not have sufficient information to reach a conclusion on the appropriate accounting for this matter. Management has not yet determined the appropriate accounting treatment for the matter and will consult with Deloitte prior to making any such determination. Since this matter was not resolved prior to PwC's dismissal, this matter is considered a reportable event under Item 304(a)(1)(v)(D) of Regulation S-K. During the fiscal years ended September 30, 2004 and 2003 and through the date hereof, the Company did not consult with Deloitte & Touche LLP regarding any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of SEC Regulation S-K. The Company provided PwC with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of PwC's letter, dated December 17, 2004, stating its agreement with such statements. -2-
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: Exhibit No. Description ----------- ----------- 16 Letter to the Securities and Exchange Commission from PricewaterhouseCoopers LLP, dated December 17, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE SCOTTS COMPANY Dated: December 17, 2004 By: /s/ Christopher L. Nagel -------------------------------- Printed Name: Christopher L. Nagel Title: Executive Vice President and Chief Financial Officer -3-
INDEX TO EXHIBITS Current Report on Form 8-K Dated December 17, 2004 The Scotts Company Exhibit No. Description - ----------- ----------- 16 Letter to the Securities and Exchange Commission from PricewaterhouseCoopers LLP, dated December 17, 2004 -4-
Exhibit 16 PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 100 East Broad Street, Suite 2100 Columbus, OH 43215 Telephone (614) 225 8700 Facsimile (614) 224 1044 December 17, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by The Scotts Company (copy attached), which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K, as part of The Scotts Company's Form 8-K/A report dated December 2, 2004. We agree with the statements concerning our Firm in such Form 8-K/A. Very truly yours, /s/ PricewaterhouseCoopers LLP