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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
THE SCOTTS COMPANY
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
810186106
(CUSIP Number)
February 1, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act') or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
TRIMARK FINANCIAL CORPORATION
(2) Check the Appropriate Box if a Member of a Group
(a)
(b) (x)
(3) SEC Use Only
(4) Citizenship or Place of Organization
Trimark Financial Corporation is a corporation under the laws of Ontario,
Canada
Number of (5) Sole Voting Power 1,348,100 shares
Shares
Benefici- (6) Shared Voting Power NIL
ally Owned
by Each (7) Sole Dispositive Power 1,348,100 shares
Reporting
Person With (8) Shared Dispositive Power NIL
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,348,100 shares
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
Not applicable
(11) Percent of Class Represented by Amount in Row 9
7.2 % of outstanding common shares
(12) Type of Reporting Person HC (see item 2A)
Item 1(a)
Name of Issuer: THE SCOTTS COMPANY
Item 1(b)
Address of Issuer's Principal Executive Offices:
1411 Scottslawn Road
Marysville, Ohio
43041
Item 2(a)
Name of Person Filing:
Certain Trimark mutual funds (the "Funds"), which are trusts organized under the
laws of Ontario, Canada, are owners of record of the securities covered by this
report. Trimark Investment Management Inc. ("TIMI"), a corporation incorporated
under the laws of Canada, is a manager and trustee of the Funds. TIMI is
qualified to act as an investment adviser and manager of the Funds in the
province of Ontario pursuant to a registration under the Securities Act
(Ontario). Trimark Financial Corporation ("TFC") is a corporation incorporated
under the laws of Ontario, Canada. It owns 100% of the voting equity securities
of TIMI. Consequently, TFC may be deemed to be the beneficial owner of such
securities.
Item 2(b)
Address of Principal Business Office:
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario
M5X 1E5
(416) 362-7181
Item 2(c)
Citizenship:
Trimark Financial Corporation - Incorporated under the laws of Ontario,
Canada Trimark Investment Management Inc. - Incorporated under the laws of
Canada
Trimark mutual funds - mutual fund trusts organized under the laws of
Ontario, Canada
Item 2(d)
Title of Class of Securities: CLASS A COMMON STOCK
Item 2(e)
CUSIP Number: 810186106
Item 3
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a) (6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
(g) [ x] A parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4
Ownership.
(a) Amount Beneficially Owned:
1,348,100 shares
(b) Percent of Class:
7.2 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,348,100
(ii) Shared power to vote or to direct the vote: NIL
(iii) Sole power to dispose or to direct the disposition of: 1,348,100
(iv) Shared power to dispose or to direct the disposition of: NIL
Item 5
Ownership of Five Percent or Less of a Class
[ ] Inapplicable
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
Item 7
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company.
See item 2(a)
Item 8
Identification and Classification of Members of the Group.
Inapplicable
Item 9
Notice of Dissolution of Group.
Inapplicable
Item 10
Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 1, 1999
Signature: /S/ M. KEVIN FEENEY
Name/Title: M. Kevin Feeney, Chief Financial Officer, on behalf of
Trimark Financial Corporation in its capacity as a
"Reporting Person" herein.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).