UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
11-K
(Mark
One)
R ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007
OR
£ TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR
THE TRANSITION PERIOD FROM ________________ TO
_________________
COMMISSION
FILE NUMBER 33-147397
|
A.
|
Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
Smith
& Hawken 401(k) Plan and Trust
4
Hamilton Landing
Novato,
California 94949
|
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
The
Scotts Miracle-Gro Company
14111
Scottslawn Road
Marysville,
Ohio 43041
REQUIRED
INFORMATION
The
following financial statements and supplemental schedule for the Smith &
Hawken 401(k) Plan and Trust are being filed herewith:
Audited
Financial Statements
|
|
Report
of Independent Registered Public Accounting Firm
|
|
Financial
Statements:
|
|
Statement
of Net Assets Available for Benefits as of December 31, 2007 and
2006
|
|
Statement
of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2007 and 2006
|
|
Notes
to Financial Statements
|
|
Supplemental
Schedule:
|
|
Schedule
of Assets Held for Investment Purposes at End of Year
|
|
Note:
Other supplemental schedules required by Section 252.103-10 of the
Department of Labor’s Rules and Regulations for Reporting and Disclosure
under ERISA have been omitted because they are not
applicable.
|
The
following exhibit is being filed herewith:
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
Consent
of Independent Registered Public Accounting Firm - Meaden & Moore,
Ltd.
|
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned,
hereunto duly authorized.
|
By:
|
/s/
DAVID C. EVANS
|
|
Printed
Name: David C. Evans
|
|
|
|
|
Title:
|
Executive
Vice President and Chief
|
|
|
Financial
Officer of The Scotts
|
|
|
Miracle-Gro
Company
|
THE
SMITH
& HAWKEN 401(K) PLAND AND TRUST
INDEX
TO THE FINANCIAL STATEMENTS
December
31, 2007 and 2006
|
|
|
|
|
PAGE
NO.
|
|
|
Report
of Independent Registered Public Accounting Firm
|
5
|
|
|
Financial
Statements:
|
|
|
|
Statement
of Net Assets Available for Benefits
|
6
|
Statement
of Changes in Net Assets Available for Benefits
|
7
|
Notes
to Financial Statements
|
8 –
16
|
|
|
Supplemental
Schedule
|
|
|
|
Schedule
of Assets Held for Investment Purposes at End of Year
|
17
|
|
NOTE: |
Other
supplement schedules required by Section 252.103-10 of the Department
of
Labor’s Rules and Regulations for Reporting and Disclosure and ERISA have
been omitted because they are not
applicable.
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trustees
or Plan Administrator
Smith
& Hawken 401(k) Plan & Trust
Novato,
California
We
have
audited the accompanying Statement of Net Assets Available for Benefits of
the
SMITH & HAWKEN 401(k) PLAN & TRUST as of December 31, 2007 and 2006 and
the related Statement of Changes in Net Assets Available for Benefits for the
years then ended. 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 in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.The
Plan
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration
of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of
expressing an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion.
An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of Smith & Hawken
401(k) Plan & Trust as of December 31, 2007 and 2006, and the changes in its
net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2007, is presented for the purposes
of
additional analysis and is not a required part of the financial statements
but
is supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The suppplemental schedule is the responsibility of the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in our audits of the financial statements and,
in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
MEADEN
& MOORE, LTD.
Certified
Public Accountants
June
2,
2008
Cleveland,
Ohio
STATEMENT
OF NET ASSETS AVAILABLE FOR BENEFITS
Smith
& Hawken
401(k)
Plan and Trust
|
|
December 31
|
|
|
|
2007
|
|
2006
|
|
ASSETS
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,059
|
|
$
|
13,219
|
|
|
|
|
|
|
|
|
|
Investments
(at Fair Value):
|
|
|
|
|
|
|
|
All/Bern
Balanced A
|
|
|
526,556
|
|
|
463,029
|
|
Columbia
Acorn A
|
|
|
567,188
|
|
|
515,445
|
|
Dreyfus
S&P 500 Index Fund
|
|
|
-
|
|
|
696,689
|
|
Fidelity
Advisor Diversified International Fund
|
|
|
708,787
|
|
|
517,002
|
|
Fidelity
Advisor Dividend Growth Fund
|
|
|
16
|
|
|
368
|
|
Fidelity
Advisor International Small Cap T
|
|
|
453,127
|
|
|
337,410
|
|
Fidelity
Advisor New Insights
|
|
|
1,004,839
|
|
|
816,028
|
|
Fidelity
Advisor Stable Value
|
|
|
577,618
|
|
|
398,414
|
|
Fidelity
Advisor Strategic Income Fund
|
|
|
665,235
|
|
|
503,217
|
|
JPM
Intrepid America Fund
|
|
|
822,928
|
|
|
765,183
|
|
JPM
Intrepid Value Fund
|
|
|
193,125
|
|
|
-
|
|
JPM
Equity Index Fund
|
|
|
870,929
|
|
|
-
|
|
Robertson
Stephens Partners
|
|
|
369,857
|
|
|
320,295
|
|
The
Scotts Company Common Shares
|
|
|
26,115
|
|
|
2,543
|
|
VK
Comstock A
|
|
|
-
|
|
|
71,460
|
|
Participant
Loans
|
|
|
76,346
|
|
|
62,248
|
|
|
|
|
|
|
|
|
|
Total
Investments
|
|
|
6,862,666
|
|
|
5,469,331
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
6,863,725
|
|
|
5,482,550
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
Assets Reflecting all Investments at Fair Value
|
|
|
6,863,725
|
|
|
5,482,550
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for the Fidelity Advisor Stable
Value
Fund, a fully benefit-responsive investment contract
|
|
|
2,296
|
|
|
4,017
|
|
|
|
|
|
|
|
|
|
Net
Assets Available for Benefits
|
|
$
|
6,866,021
|
|
$
|
5,486,567
|
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Smith
& Hawken
401(k)
Plan and Trust
|
|
Year Ended December 31
|
|
|
|
2007
|
|
2006
|
|
Additions
to Net Assets Attributed to:
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
Employer
|
|
$
|
789,322
|
|
$
|
807,100
|
|
Employee
|
|
|
953,538
|
|
|
892,694
|
|
Rollover
|
|
|
80,267
|
|
|
333,386
|
|
|
|
|
1,823,127
|
|
|
2,033,180
|
|
|
|
|
|
|
|
|
|
Interest
and dividend income
|
|
|
422,258
|
|
|
254,473
|
|
Net
unrealized/realized gain (loss) on investments
|
|
|
(34,209
|
)
|
|
255,063
|
|
|
|
|
|
|
|
|
|
Total
Additions
|
|
|
2,211,176
|
|
|
2,542,716
|
|
|
|
|
|
|
|
|
|
Deductions
from Net Assets Attributed to:
|
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
808,856
|
|
|
587,883
|
|
Administrative
expenses
|
|
|
22,866
|
|
|
11,022
|
|
|
|
|
|
|
|
|
|
Total
Deductions
|
|
|
831,722
|
|
|
598,905
|
|
|
|
|
|
|
|
|
|
Net
Increase
|
|
|
1,379,454
|
|
|
1,943,811
|
|
|
|
|
|
|
|
|
|
Net
Assets Available for Benefits:
|
|
|
|
|
|
|
|
Beginning
of Year
|
|
|
5,486,567
|
|
|
3,542,756
|
|
|
|
|
|
|
|
|
|
End
of Year
|
|
$
|
6,866,021
|
|
$
|
5,486,567
|
|
See
accompanying notes.
NOTES
TO
FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
The
following description of The Smith & Hawken 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
document for a complete description of the Plan's provisions.
General:
The
Plan,
which began February 28, 1999, is a defined contribution plan covering all
employees of Smith & Hawken, Ltd. (the "Company") who meet the hour and age
requirements. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The
Plan
was amended and restated effective January 1, 2006, in order to satisfy the
requirements of a “safe harbor” plan. The Plan was amended and restated
effective January 23, 2003, for provisions stated in the Economic Growth and
Tax
Relief Reconciliation Act (EGTRRA).
Eligibility:
All
employees of the Company age twenty-one and older, except nonresident aliens
working outside the United States and temporary/leased employees, and who have
completed two months of service in a twelve month period are eligible to
participate in the Plan and to receive safe harbor matching contributions by
the
Company. Employees of the Company age twenty-one and older and who have
completed 1,000 hours of service in a twelve month period are eligible to
receive discretionary nonelective employer contributions.
Employee
Contributions:
Each
participant may elect to contribute to the Plan, though salary deferrals, a
minimum of 1% to a maximum 75% of their pretax annual compensation.
Contributions are limited to the amounts defined by the Internal Revenue Code
(IRC) and indexed annually for inflation. The Plan limits the salary deferral
of
a participant if the participant's annual contribution limitations are exceeded,
as described by the IRC. The maximum pre-tax contributions for the years ended
December 31, 2007 and 2006 were $15,500 and $15,000, respectively. The Plan
also
provides that participants who are projected to be age 50 or older by the end
of
the calendar year and who are making deferral contributions to the Plan may
also
make catch-up contributions of up to $5,000 during each of the years ended
December 31, 2007 and 2006.
NOTES
TO
FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
1 |
Description
of Plan, Continued
|
Employer
Contributions:
With
the
adoption of the 401(k) Safe-Harbor Provisions effective January 1, 2006, Company
matching contributions were mandatory. For the year ended December 31, 2007
and
2006, the Company matched 100% of each participant’s contribution, up to the
first 3% of covered compensation, plus 50% of the next 2% of covered
compensation. At its discretion, the Company may make discretionary nonelective
employer contributions to the Plan. The discretionary nonelective employer
contributions were $304,069 and $356,566 for the years ended December 31, 2007
and 2006, respectively.
Participants'
Accounts:
401(k)
Accounts - Each participant's account is credited with the participant's
elective contributions, employer matching contributions, earnings and losses
thereon.
Rollover
contributions from other Plans are also accepted, providing certain specified
conditions are met.
Vesting:
For
the
years ended December 31, 2007 and 2006, all participants are 100% vested in
elective deferrals, rollover contributions, safe harbor matching contributions
made by the Company, and any earnings thereon. Participants become 100% vested
in the discretionary nonelective employer contributions after 3 years of
service.
Participants'
Loans:
Loans
are
permitted under certain circumstances and are subject to limitations.
Participants may borrow from their account up to a maximum equal to the lesser
of $50,000 or 50% of their account balance. Loans are repaid over a period
not
to exceed 5 years with exceptions for the purchase of a primary residence.
The
loans are secured by the balance in the participant's account and bear interest
at rates established by Fidelity Management Trust Company. Principal and
interest are paid ratably through monthly payroll deductions.
NOTES
TO
FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
1 |
Description
of Plan, Continued
|
Other
Plan Provisions:
Normal
retirement age is 65, however, a participant may elect early retirement on
or
after age 55. The Plan also provides for in-service withdrawals for active
employees under certain circumstances.
Payment
of Benefits:
Upon
termination of service by reason of retirement, death or total and permanent
disability, a participant receives a lump sum amount equal to the vested value
of his or her account.
Hardship
Withdrawals:
Hardship
withdrawals are permitted in accordance with Internal Revenue Service
guidelines.
Investment
Options:
Upon
enrollment in the Plan, a participant may direct his or her contributions in
any
of the investment options offered by the Plan.
Forfeitures:
The
nonvested portions of participant account balances are forfeitable and used
to
reduce employer contributions to the plan. Forfeited non-vested accounts totaled
$37,929 and $-0- as of December 31, 2007 and 2006,
respectively.
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
2 |
Summary
of Significant Accounting
Policies
|
Basis
of Accounting:
The
Plan's transactions are reported on the accrual basis of accounting. The Plan’s
investments are stated at fair value. Quoted market prices are used to value
investments. Shares of mutual funds are valued at the net asset value of shares
held by the Plan at year-end.
Investments:
As
described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment Contracts
Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide
and Defined-Contribution Health and Welfare and Pension Plans" (the "FSP"),
investment contracts held by a defined-contribution plan are required to be
reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if
they were to initiate permitted transactions under the terms of the Plan. As
required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the investment contracts as well as the adjustment of the
Fidelity Advisor Stable Value Fund, a fully benefit-responsive investment
contract from fair value to contract value. The Statement of Changes in Net
Assets Available for Benefits is prepared on a contract value basis.
Cash
equivalents include short-term investments with original term to maturity of
90
days or less. Cost approximates fair value.
The
Plan
presents in the statements of changes in net assets available for benefits
the
net appreciation (depreciation) 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.
Use
of Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
2 |
Summary
of Significant Accounting Policies,
Continued
|
Payment
of Benefits:
Benefits
are recorded when paid.
Administrative
Fees:
The
fees
and expenses of administering the Plan are paid by the Plan sponsor, except
for
fees relating to the investment management services of the Plan ($22,866 in
2007
and $11,022 in 2006).
Risks
and Uncertainties:
The
Plan's investments include investments in mutual funds and collective funds
holding investment contracts with varying degrees of risk, such as interest
rate, credit and overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is reasonably possible that
changes in the values of investment securities will occur in the near term
and
such changes could materially affect the amounts reported in the statements
of
net assets available for plan benefits.
The
Plan's funds are invested in the various stock, bond and cash investments
through the Fidelity Trust Company. Investments which constitute more than
5% of
the Plan's net assets are:
|
|
2007
|
|
2006
|
|
All/Bern
Balanced A
|
|
$
|
526,556
|
|
$
|
463,029
|
|
Columbia
Acorn A
|
|
|
567,188
|
|
|
515,445
|
|
Dreyfus
S&P 500 Index Fund
|
|
|
-
|
|
|
696,689
|
|
Fidelity
Advisor Diversified International Fund
|
|
|
708,787
|
|
|
517,002
|
|
Fidelity
Advisor International Small Cap T
|
|
|
453,127
|
|
|
337,410
|
|
Fidelity
Advisor New Insights
|
|
|
1,004,839
|
|
|
816,028
|
|
Fidelity
Advisor Stable Value Fund
|
|
|
577,618
|
|
|
398,414
|
|
Fidelity
Advisor Strategic Income Fund
|
|
|
665,235
|
|
|
503,217
|
|
JPM
Intrepid America Fund
|
|
|
822,928
|
|
|
765,183
|
|
JPM
Equity Index Fund
|
|
|
870,929
|
|
|
-
|
|
Robertson
Stephens Partners
|
|
|
369,857
|
|
|
320,295
|
|
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
4 |
Investment
Contract with Fidelity Trust
Company
|
The
Plan
holds a stable value investment contract, Fidelity Advisor Stable Value Fund,
(the "Fund") with Fidelity Management Trust Company, the trustee. The Fund
is an
open-end commingled pool dedicated exclusively to the management of assets
of
defined contribution plans. The Fund invests in underlying assets (typically
fixed-income securities or bond funds and may include derivative instruments
such as futures contracts and swap agreements) and enters into "wrapper"
contracts issued by a third party. The account is credited with earnings on
the
underlying investments and charged for participant withdrawals and
administrative expenses. The wrap issuer agrees to pay the Fund an amount
sufficient to cover unitholder redemptions and certain other payments (such
as
fund expenses), provided all the terms of the wrap contract have been met.
Wrappers are normally purchased from issuers rated in the top three long-term
rating categories (A- or the equivalent and above).
As
described in Note 2, because the Fidelity Advisor Stable Value investment
contract is fully benefit-responsive, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits attributable
to the stable value investment contract. Contract value, as reported by Fidelity
Management Trust Company, represents contributions made under the contract,
plus
earnings, less participant withdrawals and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. The fair value of the wrapper investment is
calculated by discounting the related cash flows based on the related cash
flows
based on current yields of similar instruments with comparable
durations.
There
are
no reserves against contract value for credit risk of the contract issuer or
otherwise. The crediting interest rate is based on a formula agreed upon with
the issuer. Such interest rates are reviewed on a quarterly basis for resetting.
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
4 |
Investment
Contract with Fidelity Trust Company,
Continued
|
Certain
events limit the ability of the Plan to transact at contract value with the
issuer. Such events include the following: (1) amendments to the Plan documents
(including complete or partial plan termination or merger with another plan),
(2) changes to Plan’s prohibition on competing investment options or deletion of
equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan sponsor
events (for example, divestitures or spin-offs of a subsidiary) that cause
a
significant withdrawal from the Plan, or (4) the failure of the trust to qualify
for exemption from federal income taxes or any required prohibited transaction
exemption under Employee Retirement Income Security Act of 1974. The Plan
administrator does not believe that the occurrence of any such value event,
which would limit the Plan’s ability to transact at contract value with
participants, is probable.
The
guaranteed bank investment contract does not permit Fidelity Management Trust
Company to terminate the agreement prior to the scheduled maturity date.
The
following are the average yields for the guaranteed investment contract for
2007
and 2006:
Average
Yields:
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Based
on actual earnings
|
|
|
3.96
|
%
|
|
3.47
|
%
|
Based
on interest rates credited to participants
|
|
|
4.15
|
%
|
|
3.88
|
%
|
The
Plan
is an adoption of the standardized prototype plan written by Fidelity Management
& Research Company. The prototype sponsor received a favorable determination
letter dated October 9, 2003, in which the Internal Revenue Service stated
that
the prototype plan, as then designated, was in compliance with applicable
requirements of the IRC. Therefore, the Plan Administrator believes that the
Plan was qualified and the related trust was tax exempt as of the financial
statement dates. Accordingly, no provision for federal income taxes has been
made.
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
7 |
Reconciliation
of Financial Statements to Form
5500
|
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500, as of December 31:
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
|
$
|
6,866,021
|
|
$
|
5,486,567
|
|
|
|
|
|
|
|
|
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
(2,296
|
)
|
|
(4,017
|
)
|
|
|
|
|
|
|
|
|
Rounding
|
|
|
-
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500
|
|
$
|
6,863,725
|
|
$
|
5,482,542
|
|
The
following is a reconciliation of investment income per the financial statements
to the Form 5500, as of December 31:
|
|
2007
|
|
Investment
income per the financial statements
|
|
$
|
388,049
|
|
|
|
|
|
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts for 2007
|
|
|
(2,296
|
)
|
|
|
|
|
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts for 2006
|
|
|
4,017
|
|
|
|
|
|
|
Rounding
|
|
|
8
|
|
|
|
|
|
|
Net
investment income per the Form 5500
|
|
$
|
389,778
|
|
NOTES
TO FINANCIAL STATEMENTS
Smith
& Hawken
401(k)
Plan and Trust
8 |
Party-in-Interest
Transactions
|
Certain
Plan investments are shares of mutual funds managed by Fidelity Management
Trust
Company, the Trustees as defined by the Plan. These transactions qualify as
party-in-interest transactions. Usual and customary fees were paid by the mutual
fund for the investment management services.
9 |
Recently
Issued Accounting
Pronouncements
|
In
September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 157, “Fair Value
Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. The Plan will be required to adopt SFAS 157 no later than January
1, 2008. The effect of this pronouncement on these financial statements has
not
been determined.
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities” ("SFAS 159"), which
allows an entity the irrevocable option to elect fair value for the initial
and
subsequent measurement for certain financial assets and liabilities on a
contract-by-contract basis. Subsequent changes in fair value of these financial
assets and liabilities would be recognized in earnings when they occur. SFAS
159
further establishes certain additional disclosure requirements. SFAS 159 is
effective for the Plan’s financial statements for the fiscal year beginning on
January 1, 2008, with earlier adoption permitted. The effect of this
pronouncement on these financial statements has not been
determined.
In
March
2008, the FASB issued SFAS No. 161, "Disclosure about Derivative Instruments
and
Hedging Activities" ("SFAS 161"), which amends the disclosure requirements
of
SFAS 133. SFAS 161 requires increased disclosures about derivative instruments
and hedging activities and their effects on an entity's financial position,
financial performance, and cash flows. SFAS is effective for fiscal years
beginning after November 15, 2008, with early adoption permitted. SFAS 161
is
not expected to have a material impact on the Plan's financial
statements.
In
May
2008, the FASB issued SFAS No. 162, "The hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"), which is intended to improve financial
reporting by identifying the sources of accounting principles and the consistent
framework, or hierarchy, for selecting principles to be used in preparing
financial statements that are presented in conformity with U.S. GAAP for
nongovernmental entities. SFAS 162 will be effective 60 days after the U.S.
Securities and Exchange Commission approves the Public Company Accounting
Oversight Board's amendments to AU section 411, "The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles". SFAS 162 is not
expected to have a material impact on the Plan's financial
statements.
SCHEDULE
OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
Form
5500, Schedule H, Part IV, Line 4i
Smith
& Hawken
401(k)
Plan
EIN
06-1359589
Plan
Number 001
December
31, 2007
|
|
(b)
|
|
( c )
|
|
|
|
|
|
|
|
Identity of Issue,
|
|
Description of Investment Including
|
|
|
|
(e)
|
|
|
|
Borrower, Lessor,
|
|
Maturity Date, Rate of Interest,
|
|
(d)
|
|
Current
|
|
(a)
|
|
or Similar Party
|
|
Collateral, Par or Maturity Value
|
|
Cost
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All/Bern
Balanced A
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
$
|
526,556
|
|
|
|
|
Columbia
Acorn A
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
567,188
|
|
*
|
|
|
Fidelity
Advisor Diversified International Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
708,787
|
|
*
|
|
|
Fidelity
Advisor Dividend Growth Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
16
|
|
*
|
|
|
Fidelity
Advisor International Small Cap T
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
453,127
|
|
*
|
|
|
Fidelity
Advisor New Insights
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
1,004,839
|
|
*
|
|
|
Fidelity
Advisor Stable Value
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
577,618
|
|
*
|
|
|
Fidelity
Advisor Strategic Income Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
665,235
|
|
|
|
|
JPM
Intrepid America Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
822,928
|
|
|
|
|
JPM
Intrepid Value Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
193,125
|
|
|
|
|
JPM
Equity Index Fund
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
870,929
|
|
|
|
|
Robertson
Stephens Partners
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
369,857
|
|
|
|
|
The
Scotts Company Common Shares
|
|
|
Mutual
Fund
|
|
|
N/A
|
|
|
26,115
|
|
*
|
|
|
Participant
Loans
|
|
|
Notes
receivable (interest at prevailing local rate)
|
|
|
N/A
|
|
|
76,346
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,862,666
|
|
*
Party-in-interest to the Plan.
SMITH
& HAWKEN 401(K) PLAN AND TRUST
ANNUAL
REPORT ON FORM 11-K
FOR
FISCAL YEAR ENDED DECEMBER 31, 2007
INDEX
TO
EXHIBITS
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
23.1
|
|
Consent
of Independent Registered Public Accounting
Firm – Meaden & Moore,
Ltd.
|