1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- -------------- Commission file number 33-47073 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Scotts Company Retirement Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principle executive office: The Scotts Company 14111 Scottslawn Road Marysville, Ohio 43041
2 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------ PAGE ------ Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Supplemental Schedules: Line 27a--Schedule of Assets Held for Investment Purposes 13 Line 27d--Schedule of Reportable Transactions 14
3 REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of The Scotts Company Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Scotts Company Retirement Savings Plan (the "Plan") as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Columbus, Ohio June 11, 1999
4 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 - ---------------------------------------------------------------------------------------- 1998 1997 Net assets available for benefits: Cash and cash equivalents (see Note 1) $ -- $65,744,292 Investments Mutual funds, at fair value 105,040,892 4,273,812 Common trust fund, at fair value 7,759,666 -- Equity securities, at fair value 5,107,318 2,424,046 Loans to participants, at cost 2,087,079 634,915 Pooled separate accounts, at fair value -- 1,562,696 Guaranteed investment contracts, at contract value -- 1,244,422 Fixed income securities, at fair value -- 9,239 Employer contribution receivable 959,930 1,104,640 Employee contribution receivable 739,547 -- Accrued interest -- 160,761 ------------ ----------- Total net assets available for benefits $121,694,432 $77,158,823 ============ =========== The accompanying notes are an integral part of the financial statements. - 2 -
5 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------------- 1998 1997 Increases: Interest and dividends $ 6,919,619 $ 2,047,082 Net appreciation in fair value of investments 14,113,156 13,642,244 Employer contributions 7,021,939 1,104,640 Participant contributions 6,747,303 3,225,777 Plan mergers (see Note 8) 16,965,706 -- ------------ ----------- Total increases 51,767,723 20,019,743 ------------ ----------- Decreases: Distributions 7,206,957 7,912,454 Administrative expenses 25,157 319,771 ------------ ----------- Total decreases 7,232,114 8,232,225 ------------ ----------- Net increase in net assets available for benefits 44,535,609 11,787,518 Net assets available for benefits, beginning of year 77,158,823 65,371,305 ------------ ----------- Net assets available for benefits, end of year $121,694,432 $77,158,823 ============ =========== The accompanying notes are an integral part of the financial statements. - 3 -
6 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of The Scotts Company (the Company) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of Plan provisions, such as eligibility, vesting, allocation and funding. General. The Plan is a contributory defined contribution benefit plan. Effective January 1, 1998, the Company amended the Plan in its entirety. Certain restated provisions are described in these notes to the financial statements. Effective January 1, 1998, Fidelity Institutional Retirement Services Company (Trustee) was appointed trustee of Plan assets. The trustee offered participants new investment options. Unless otherwise directed by participants, investments in the One Group Growth and Income Fund transferred to the Fidelity Puritan Fund, the Fidelity Blue Chip Fund and the Spartan U.S. Equity Index Fund at a ratio of 33%, respectively. Investments in the One Group Bond Fund transferred to the Fidelity Puritan Fund. Investments in the One Group Cash Management Fund and MassMutual Guaranteed Investment Contracts transferred to the Fidelity Managed Income Portfolio. Investments in the MassMutual Core Equity Fund transferred to the Spartan U.S. Equity Index Fund. Prior to the transfer of assets to the new investment accounts, a significant portion of existing Plan investments were liquidated and the proceeds were placed in the One Group Prime Money Market Fund. Net assets available for benefits at January 1, 1998 reflect the allocation of participant funds to the new investment options. Effective January 1, 1998, the Hyponex Corporation Profit Sharing Plan and the Scotts-Sierra Horticultural Products Company Salaried Employees Savings and Investment Plan were merged into the Scotts Company Profit Sharing and Savings Plan. The Scotts Company Profit Sharing and Savings Plan was then renamed The Scotts Company Retirement Savings Plan. Effective July 1, 1998, the Earthgro, Inc. 401(k) Plan merged with the Plan. Eligibility. Regular domestic employees of the Company are eligible to participate in the Plan on the first day of the month immediately following or coincident with their date of employment. Employee contributions. The Plan provides for participant tax-deferred savings contributions up to 15% of eligible wages, not to exceed the annual Internal Revenue Service (IRS) maximum deferral amount. Employer contributions. The Plan provides a base retirement contribution for all eligible employees. Generally, eligible employees receive an allocation equal to 2% of monthly compensation. This percentage increases to 4% when employees year-to-date compensation exceeds 50% of the social security taxable wage base. The Company also matches participant contributions dollar for dollar for the first 3% of pay, and matches $0.50 on the dollar for the next 2% of participant contributions. Additionally, as a result of Plan mergers (see Note 8), the Company remits transition contributions to certain participants. Vesting. Participants are immediately vested in their contributions plus actual earnings thereon. Matching and transition contributions made by the Company vest immediately. However, base contributions made by the Company vest after three years of service, or immediately upon death or disability. - 4 -
7 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- Forfeitures. The non-vested portions of participant account balances are forfeitable and used to reduce employer contributions to the Plan. Plan forfeitures totaled $38,620 for the year ended December 31, 1998. Investments. Participants can change their investment options on a daily basis. For the year ended December 31, 1998, the following investment options were available to participants: o FIDELITY PURITAN FUND - assets are invested in high-yielding U.S. and foreign securities, common and preferred stocks, and bonds of any maturity. o FIDELITY CONTRAFUND - assets are primarily invested in U.S. and foreign common stocks that are believed to be undervalued. o FIDELITY BLUE CHIP FUND - assets are primarily invested in common stock of established and/or rapidly growing companies. Approximately 65% of this fund's total assets invest in common stock of blue chip companies. o FIDELITY WORLDWIDE FUND - assets are invested in stocks and other securities of companies located around the world. o FIDELITY FREEDOM INCOME FUND - assets are primarily invested in bond and money market funds. A smaller percentage of assets are invested in equity mutual funds. o FIDELITY FREEDOM 2000 FUND - assets are invested in a combination of equity, fixed income and money market mutual funds of Fidelity Investments. The asset mix becomes more conservative as year 2000 approaches. o FIDELITY FREEDOM 2010 FUND - assets are invested in a combination of equity, fixed income and money market mutual funds of Fidelity Investments. The asset mix becomes more conservative as year 2010 approaches. o FIDELITY FREEDOM 2020 FUND - assets are invested in a combination of equity, fixed income and money market mutual funds of Fidelity Investments. The asset mix becomes more conservative as year 2020 approaches. o FIDELITY FREEDOM 2030 FUND - assets are invested in a combination of equity, fixed income and money market mutual funds. The asset mix becomes more conservative as year 2030 approaches. o FIDELITY MANAGED INCOME PORTFOLIO - assets are invested in investment contracts of major insurance companies and other approved financial institutions, and in other fixed income securities. A small percentage of assets are invested in money market funds to provide daily liquidity. o SPARTAN U.S. EQUITY INDEX FUND - assets are invested in stocks and in approximately the same proportions as the Standard & Poor's 500 Stock Index. o BARON ASSET FUND - assets are invested in stocks with prices perceived as low relative to the related companies' profits, assets, and other value measures. o THE SCOTTS COMPANY STOCK - assets consist entirely of The Scotts Company common stock and cash equivalents. - 5 -
8 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- For the year ended December 31, 1997, the following investment options were available to participants: o THE ONE GROUP GROWTH AND INCOME FUND - assets are invested in Company and other common stock, bonds, notes, preferred stock, real estate, mortgages secured by real estate, interests in commingled trusts and cash equivalents. o THE ONE GROUP BOND FUND - assets are invested in certificates of deposit and interest-bearing savings accounts with recognized financial institutions, U.S treasury securities, corporate obligations, prime rate commercial paper and cash equivalents. o THE ONE GROUP CASH MANAGEMENT FUND - assets are invested in short-term money market investments. o THE SCOTTS COMPANY STOCK - assets consisted entirely of The Scotts Company common stock and cash equivalents. Additionally, the Plan also had the following two funds which were invested in by employees of Scotts Miracle-Gro Products, Inc., a wholly owned subsidiary of the Company: o MASSMUTUAL GUARANTEED INVESTMENT CONTRACTS - assets consisted entirely of an insurance contract, which provided a rate of return of 6%. o MASSMUTUAL CORE EQUITY FUND - assets are primarily invested in common stock. Benefit payments. Participants are eligible to receive benefit payments upon termination, retirement, death or disability. Also, under certain circumstances the Plan provides for hardship and in-service withdrawals for active employees. Participant loans. Loans are available to participants from their individual accounts subject to the terms of the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting. The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Investments. Excluding participant loans and guaranteed investment contracts, investments are stated at quoted market prices. Participants' loans are valued at cost, which approximates fair value. Guaranteed investment contracts of MassMutual are stated at contract value, which approximates fair value. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses. Contracts provide for a specific rate of return on principal. This rate of return is adjusted annually based on the actual return of the asset pool. The Plan presents in the statement of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Gains and losses on sales of investments are based on the average cost method. Administrative expenses. The Company pays for all administrative fees except those that are participant specific, such as loan establishment and maintenance fees. - 6 -
9 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- Payments of benefits. Benefits are recorded when paid. Use of estimates. The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements, changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and uncertainties. The Plan provides for various investment options, which are subject to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of net assets available for benefits. 3. INVESTMENTS IN THE SCOTTS COMPANY At December 31, 1998 and 1997, the Plan had investments in the Company's common stock, as follows: 1998 1997 ----------------------- ----------------------- FAIR MARKET FAIR MARKET SHARES VALUE SHARES VALUE ------- ----------- ------ ----------- The Scotts Company Stock 130,130 5,002,197 80,130 2,423,933 ------- --------- ------ --------- The Company's common stock is valued at quoted market prices, which were $38.44 and $30.25 per share at December 31, 1998 and 1997, respectively. - 7 -
10 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 4. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION Changes in net assets available for benefits for the year ended December 31, 1998, summarized by investment fund, is as follows: FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY BLUE FIDELITY FREEDOM FREEDOM FREEDOM PURITAN CONTRAFUND CHIP WORLDWIDE INCOME 2000 2010 ----------- ---------- ----------- ---------- ---------- ---------- -------- Increases: Interest and dividends $ 4,182,811 $ 321,667 $ 1,113,073 $ 59,082 $ 47,227 $ 118,379 $ 38,132 Net appreciation (depreciation) in fair value of investments 1,968,456 253,044 5,752,529 (141,614) 30,782 111,997 (3,811) Plan mergers 14,241,813 -- 1,951,894 64,399 19,169 -- -- Employer contributions 690,427 782,056 1,421,626 256,559 50,042 269,934 345,428 Participant contributions 611,035 803,340 1,444,092 303,777 53,827 196,788 283,019 ----------- ---------- ----------- ---------- ---------- ---------- -------- Total increases 21,694,542 2,160,107 11,683,214 542,203 201,047 697,098 662,768 ----------- ---------- ----------- ---------- ---------- ---------- -------- Decreases: Distributions 3,170,034 34,688 1,262,484 11,517 161,621 45,882 11,272 Administrative expenses 9,892 933 3,837 417 158 267 450 ----------- ---------- ----------- ---------- ---------- ---------- -------- Total decreases 3,179,926 35,621 1,266,321 11,934 161,779 46,149 11,722 ----------- ---------- ----------- ---------- ---------- ---------- -------- Participant exchanges among funds (9,495,417) 2,355,695 (1,782,133) 1,419,127 1,129,680 2,405,635 126,849 Net increase in net assets available for benefits 9,019,199 4,480,181 8,634,760 1,949,396 1,168,948 3,056,584 777,895 ----------- ---------- ----------- ---------- ---------- ---------- -------- Net assets available for benefits, beginning of year 29,047,265 146,683 18,467,010 49,168 9,378 47,575 69,365 ----------- ---------- ----------- ---------- ---------- ---------- -------- Net assets available for benefits, end of year $38,066,464 $4,626,864 $27,101,770 $1,998,564 $1,178,326 $3,104,159 $847,260 =========== ========== =========== ========== ========== ========== ======== CONTINUED - 8 -
11 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED SPARTAN SCOTTS FREEDOM FREEDOM INCOME US EQUITY BARON COMPANY LOANS TO 2020 2030 PORTFOLIO INDEX ASSET STOCK PARTICIPANTS TOTAL ---------- -------- ---------- ----------- ---------- ---------- ------------ ------------ Increases: Interest and dividends $ 35,545 $ 11,395 $ 381,447 $ 519,408 $ 4,103 $ 49 $ 87,301 $ 6,919,619 Net appreciation (depreciation) in fair value of investments 72,815 17,646 -- 4,672,961 232,108 1,146,243 -- 14,113,156 Plan mergers -- -- 512,330 154,783 -- -- 21,318 16,965,706 Employer contributions 352,199 147,649 659,321 782,770 947,349 316,579 -- 7,021,939 Participant contributions 419,890 137,976 439,629 854,449 945,986 253,495 -- 6,747,303 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Total increases 880,449 314,666 1,992,727 6,984,371 2,129,546 1,716,366 108,619 51,767,723 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Decreases: Distributions 15,951 23,793 1,268,991 1,029,622 27,109 117,231 26,762 7,206,957 Administrative expenses 670 518 3,106 2,848 995 1,066 -- 25,157 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Total decreases 16,621 24,311 1,272,097 1,032,470 28,104 118,297 26,762 7,232,114 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Participant exchanges among funds 349,546 86,679 1,318,734 (3,334,050) 3,014,075 1,035,273 1,370,307 -- Net increase in net assets available for benefits 1,213,374 377,034 2,039,364 2,617,851 5,115,517 2,633,342 1,452,164 44,535,609 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Net assets available for benefits, beginning of year 77,851 32,830 5,854,480 19,985,975 177,743 2,558,585 634,915 77,158,823 ---------- -------- ---------- ----------- ---------- ---------- ---------- ------------ Net assets available for benefits, end of year $1,291,225 $409,864 $7,893,844 $22,603,826 $5,293,260 $5,191,927 $2,087,079 $121,694,432 ========== ======== ========== =========== ========== ========== ========== ============ - 9 -
12 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- Changes in net assets available for benefits for the year ended December 31, 1997, summarized by investment fund, is as follows: THE ONE THE ONE MASSMUTUAL GROUP GROWTH THE GROUP CASH SCOTTS MASSMUTUAL GUARANTEED AND INCOME ONE GROUP MANAGEMENT STOCK CORE EQUITY INVESTMENT LOANS TO FUND BOND FUND FUND FUND FUND CONTRACTS PARTICIPANTS OTHER TOTAL ------------ ----------- ---------- ---------- ---------- ---------- ------------ ---------- ----------- Increases: Interest and dividends $ 1,258,630 $ 637,675 $ 5,915 $ 3,163 $ 3,925 $ 83,721 $ 54,053 $ -- $ 2,047,082 Net appreciation in fair value of investments 11,954,583 13,485 250,980 1,099,960 323,236 -- -- -- 13,642,244 Employer contributions -- -- -- -- 1,104,640 1,104,640 Employee contributions 2,183,725 361,285 228,584 204,949 124,624 122,610 -- -- 3,225,777 ----------- ----------- ---------- ---------- ---------- ---------- -------- ---------- ----------- Total increases 15,396,938 1,012,445 485,479 1,308,072 451,785 206,331 54,053 1,104,640 20,019,743 ----------- ----------- ---------- ---------- ---------- ---------- -------- ---------- ----------- Decreases: Distributions 5,379,651 1,094,423 950,877 203,414 23,158 198,564 62,367 -- 7,912,454 Administrative expenses 217,989 52,402 15,049 5,808 7,915 7,711 12,897 -- 319,771 ----------- ----------- ---------- ---------- ---------- ---------- -------- ---------- ----------- Total decreases 5,597,640 1,146,825 965,926 209,222 31,073 206,275 75,264 -- 8,232,225 ----------- ----------- ---------- ---------- ---------- ---------- -------- ---------- ----------- Participant exchanges among funds (3,287,491) 2,329,290 1,044,288 (141,849) 131,370 (125,984) 50,376 -- -- Net increase (decrease) in net assets available for benefits 6,511,807 2,194,910 563,841 957,001 552,082 (125,928) 29,165 1,104,640 11,787,518 Net assets available for benefits, beginning of year 48,806,970 8,249,217 3,776,362 1,552,042 1,010,614 1,370,350 605,750 -- 65,371,305 ----------- ----------- ---------- ---------- ---------- ---------- -------- ---------- ----------- Net assets available for benefits, end of year $55,318,777 $10,444,127 $4,340,203 $2,509,043 $1,562,696 $1,244,422 $634,915 $1,104,640 $77,158,823 =========== =========== ========== ========== ========== ========== ======== ========== =========== - 10 -
13 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 5. INVESTMENTS THAT REPRESENT 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS The following investments represent 5% or more of net assets available for benefits as of December 31, 1998 and 1997: 1998 1997 FAIR VALUE FAIR VALUE ----------- ---------- Fidelity Puritan Fund $37,906,149 Fidelity Blue Chip Fund 26,741,728 Fidelity Managed Income Portfolio 7,759,666 Spartan U.S. Equity Index Fund 22,411,970 One Group Prime Money Market Fund -- 65,388,221 Northern Trust Company Short-term Extendable Portfolio Fund 4,273,812 6. TAX STATUS The Plan obtained a determination letter on January 28, 1997, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the plan administrator and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and is therefore not subject to income taxes. 7. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan or its contributions subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event the Plan is terminated, participants will become fully vested in their accounts. 8. PLAN MERGERS Effective January 1, 1998, the Hyponex Corporation Profit Sharing Plan and the Scotts-Sierra Horticultural Products Company Salaried Employees Savings and Investment Plan merged into the Plan. Net assets available for benefits of approximately $16,511,000 were transferred to the Plan. Effective July 1, 1998, the Earthgro, Inc. 401(k) Plan merged into the Plan. Net assets available for benefits of approximately $454,000 were transferred to the Plan. Immediately after the mergers, each participant in the Plan as merged had an account balance equal to the sum of the account balances the participant had in the above mentioned plans immediately prior to the mergers. The mergers had no effect on participants' rights under the Plan. - 11 -
14 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 9. BENEFITS PAYABLE There were no differences in net assets available for benefits per the financial statements and the Form 5500 at December 31, 1998. Benefits of $583,015 were payable to Plan participants at December 31, 1997. The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1998 ------------ Benefits paid to participants per the financial statements $ 7,206,957 Amounts allocated to withdrawing participants (583,015) =========== Benefits paid to participants per the Form 5500 $ 6,623,942 =========== The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1997 ------------ Net assets available for benefits per the financial statements $77,158,823 Amounts allocated to withdrawing participants (583,015) =========== Net assets available for benefits per Form 5500 $76,575,808 =========== - 12 -
15 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN LINE 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 - -------------------------------------------------------------------------------- SHARES/PAR CURRENT DESCRIPTION VALUE COST VALUE - ------------------------------------ ---------- ------------ ------------ Fidelity Puritan Fund 1,888,311 36,599,702 37,906,149 Fidelity Contrafund 77,937 4,135,754 4,419,594 Fidelity Blue Chip Fund 530,904 21,578,836 26,741,728 Fidelity Worldwide Fund 117,266 2,056,585 1,938,066 Fidelity Freedom Income Fund 104,339 1,136,035 1,164,807 Fidelity Freedom 2000 Fund 247,266 2,933,803 3,046,198 Fidelity Freedom 2010 Fund 58,310 734,190 766,875 Fidelity Freedom 2020 Fund 86,049 1,123,184 1,195,758 Fidelity Freedom 2030 Fund 27,000 350,488 374,802 Fidelity Managed Income Portfolio 7,810,258 7,759,666 7,759,666 Spartan US Equity Index Fund 509,915 18,247,943 22,411,970 Baron Asset Fund 100,578 4,777,627 5,074,945 The Scotts Company Stock 130,130 4,104,682 5,002,197 Interest bearing cash deposits 105,121 105,121 Loans to participants (7.00% to 10.00%), due at various maturity dates through 2003 -- 2,087,079 ------------ ------------ $105,643,616 $119,994,955 ============ ============ - 13 -
16 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN LINE 27d--SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- CURRENT VALUE OF ASSETS AT NUMBER OF PURCHASE SELLING COST OF TRANSACTION NET DESCRIPTION OF ASSETS TRANSACTIONS PRICE PRICE ASSET DATE GAIN (LOSS) - --------------------------------- ------------ ----------- ----------- ----------- ------------- ----------- Series of Transactions: PURCHASES Baron Asset Fund 185 $ 5,846,603 $ -- $ -- $ 5,846,603 $ -- Fidelity Puritan Fund 203 49,990,919 -- -- 49,990,919 -- Fidelity Contrafund 178 4,925,777 -- -- 4,925,777 -- Fidelity Blue Chip Fund 202 27,954,565 -- -- 27,954,565 -- Fidelity Freedom 2000 92 4,005,996 -- -- 4,005,996 -- Fidelity Managed Income Portfolio 178 15,287,528 -- -- 15,287,528 -- Spartan US Equity Index Fund 188 24,279,725 -- -- 24,279,725 -- The Scotts Company Stock 173 3,502,352 -- -- 3,502,352 -- SALES Baron Asset Fund 147 -- 995,483 1,074,739 995,483 (79,256) Fidelity Puritan Fund 187 -- 14,060,980 13,459,084 14,060,980 601,896 Fidelity Contrafund 127 -- 752,801 788,005 752,801 (35,204) Fidelity Blue Chip Fund 167 -- 6,954,863 6,349,480 6,954,863 605,383 Fidelity Freedom 2000 57 -- 1,069,208 1,064,461 1,069,208 4,747 Fidelity Managed Income Portfolio 168 -- 7,477,269 7,477,269 7,477,269 -- Spartan US Equity Index Fund 157 -- 6,536,839 6,024,813 6,536,839 512,026 The Scotts Company Stock 126 -- 2,045,847 1,609,355 2,045,847 436,492 Single transactions: SALES One Group Prime Money Market Fund 65,388,221 65,388,221 65,388,221 -- Northern Trust Company Short - Term Extendable Portfolio Fund 4,273,812 4,038,586 4,273,812 235,226 - 14 -
17 THE SCOTTS COMPANY RETIREMENT SAVINGS PLAN ANNUAL REPORT ON FORM 11-K For fiscal year ended December 31, 1998 INDEX TO THE EXHIBITS Exhibit Page Number Description Number ------ ----------- ------ 23 Consent of Independent Public Accountants 16 - 15 -
1 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-47073) of The Scotts Company of our report dated June 11, 1999 relating to the financial statements of The Scotts Company Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Columbus, Ohio June 29, 1999