SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 1996 THE SCOTTS COMPANY (Exact name of registrant as specified in its charter) Ohio 1-11593 31-1199481 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 14111 Scottslawn Road, Marysville, Ohio 43041 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 644-0011 Not Applicable (Former name or former address, if changed since last report.) Page 1 of 10 Pages. Index to Exhibits is on Page 4. Item 1. Changes in Control of Registrant. Not Applicable. Item 2. Acquisition or Disposition of Assets. Not Applicable. Item 3. Bankruptcy or Receivership. Not Applicable. Item 4. Changes in Registrant's Certifying Accountant. Not Applicable. Item 5. Other Events. On April 3, 1996, Tadd C. Seitz, the Chairman of the Board and Interim President and Chief Executive Officer of The Scotts Company (the "Registrant") forwarded to certain investors and analysts the letter included herewith as Exhibit 99 (the "Letter to Investors"). Item 6. Resignations of Registrant's Directors. Not Applicable. Item 7. Financial Statements and Exhibits. (a) - (b) None required. (c) Exhibits. Exhibit Number Description Page No. 99 Letter to Investors, dated April 3, 1996 5 through 10 Item 8. Change in Fiscal Year. Not Applicable. -2- SIGNATURES 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 thereunto duly authorized. THE SCOTTS COMPANY Date: April 3, 1996 By: /s/Tadd C. Seitz ____________________________________ Tadd C. Seitz, Chairman of the Board and Interim President and Chief Executive Officer -3- INDEX TO EXHIBITS Exhibit Number Description Page No. 99 Letter to Investors, dated April 3, 1996 5 through 10 -4-