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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Scotts Company
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
810186106
(CUSIP Number)
December 31, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| 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).
CUSIP No. 810186106 13G Page 2 of 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Perry Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,095,132
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,095,132
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,132
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.10%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 810186106 13G Page 3 of 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Perry
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,095,132 (all shares beneficially owned by Perry Corp.)
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,095,132 (all shares beneficially owned by Perry Corp.)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,132
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.10%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN, HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
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.
This statement relates to shares held for the accounts of Perry
Corp. and two or more private investment funds for which Perry Corp. acts as
general partner and/or investment adviser.
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
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:
Perry Corp. is an investment adviser registered under the Investment
Advisers Act of 1940, and Richard C. Perry is a control person of
Perry Corp.
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
1,095,132 shares
(b) PERCENT OF CLASS:
3.10%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
1,095,132 shares
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition of:
1,095,132 shares
(iv) Shared power to dispose or to direct the disposition of:
NONE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following |X|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The limited partners of (or investors in) each of two or more
private investment funds for which Perry Corp. acts as general
partner and/or investment adviser have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the
shares held for the accounts of their respective funds in accordance
with their respective limited partnership interests (or investment
percentages) in their respective funds.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See Exhibit B
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: February 14, 2001
New York, New York By: /s/ Richard C. Perry
------------------------------------
Name: Richard C. Perry
Title: President
Dated: February 14, 2001
New York, New York /s/ Richard C. Perry
----------------------------------------
Richard C. Perry
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 affirm 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: February 14, 2001
New York, New York By: /s/ Richard C. Perry
------------------------------------
Name: Richard C. Perry
Title: President
Dated: February 14, 2001
New York, New York /s/ Richard C. Perry
----------------------------------------
Richard C. Perry
EXHIBIT B
ITEM 7
Perry Corp. is the relevant entity for which Richard C. Perry may be
considered a control person.
Perry Corp. is an investment adviser registered under the Investment
Advisers Act of 1940.