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) FEBRUARY 3, 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
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(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 10 Pages.
Index to Exhibits is on Page 5.
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 February 3, 1997, Charles M. Berger, the Chairman of the Board,
President and Chief Executive Officer of The Scotts Company (the "Registrant"),
forwarded to the shareholders of the Registrant and to certain investors and
analysts the letter included herewith as Exhibit 99 (the "Letter to Shareholders
and 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 Shareholders and Investors, 5 through 10
dated February 3, 1997
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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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: February 4, 1997 By: /s/ Charles M. Berger
________________________________________
Charles M. Berger, Chairman of
the Board, President and Chief
Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE NO.
99 Letter to Shareholders and Investors, 5 through 10
dated February 3, 1997
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