Index to Exhibits is on Page 4. 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) JANUARY 13, 1997 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 (937) 644-0011 NOT APPLICABLE -------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 6 Pages. 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 January 13, 1997, The Scotts Company (the "Registrant") acquired the approximately two-thirds interest in Miracle Holdings Limited ("Miracle Holdings") which the Registrant did not already own. Miracle Holdings owns Miracle Garden Care Limited, a manufacturer and distributor of lawn and garden products in the United Kingdom. The consummation of the acquisition is described in the press release issued on January 13, 1997, which is included herewith as Exhibit 99. 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 Press Release issued January 13, 1997 5 and 6 ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. 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 hereunto duly authorized. THE SCOTTS COMPANY Date: January 27, 1997 By: /s/ Charles M. Berger ______________________________________ Charles M. Berger, Chairman of the Board, President and Chief Executive Officer -3- INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION PAGE NO. - -------------- ----------- -------- 99 Press Release Issued January 13, 1997 5 and 6 -4-