Exhibit 32
SECTION 1350 CERTIFICATION*
In connection with the Quarterly Report of The Scotts Company (the
"Company") on Form 10-Q for the quarterly period ended June 26, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, James Hagedorn, President, Chief Executive Officer and Chairman
of the Board of the Company, and Christopher L. Nagel, Executive Vice President
and Chief Financial Officer of the Company, certify, pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:
1) The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ James Hagedorn /s/ Christopher L. Nagel
----------------------------------- --------------------------------
James Hagedorn Christopher L. Nagel
President, Chief Executive Officer Executive Vice President
and Chairman of the Board and Chief Financial Officer
August 9, 2004 August 9, 2004
* THIS CERTIFICATION IS BEING FURNISHED AS REQUIRED BY RULE 13a-14(b) UNDER
THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND SECTION 1350
OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE, AND SHALL NOT BE
DEEMED "FILED" FOR PURPOSES OF SECTION 18 OF THE EXCHANGE ACT OR OTHERWISE
SUBJECT TO THE LIABILITY OF THAT SECTION. THIS CERTIFICATION SHALL NOT BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933 OR THE EXCHANGE ACT, EXCEPT AS OTHERWISE STATED IN
SUCH FILING.
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