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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________
THE SCOTTS COMPANY
THE O.M. SCOTT & SONS COMPANY
(Exact name of registrants as specified in their charters)
Delaware 31-1199481
(State of Incorporation (IRS Employer
or organization) (Identification No.)
14111 Scottslawn Road
Marysville, Ohio 43041
(513) 644-0011
(Address of Principal Executive Offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
9 7/8% Senior Subordinated Notes New York Stock Exchange
due August 1, 2004
_________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be
Registered
The description of the Registrants' 9 7/8% Senior
Subordinated Notes due August 1, 2004 (the
"Notes") contained under the headings "DESCRIPTION
OF NOTES" on pages S-11 to S-16 of the Prospectus
Supplement dated July 12, 1994 to the Prospectus
dated June 21, 1994 (the "Prospectus"), contained
in the Registrants' Registration Statement on Form
S-3 (File No. 33-53941), and "DESCRIPTION OF DEBT
SECURITIES" on pages 33 through 45 of the
Prospectus is incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as part of the
registration statement:
1.1 Form of 9 7/8% Senior Subordinated Note due
August 1, 2004 (incorporated by reference to
Exhibit 4.2 to the Registrants' Form 8-K
dated July 22, 1994 (File No. 0-19768) and
filed through the EDGAR System).
2.1 Indenture dated as of June 1, 1994, between the
Registrants and Chemical Bank, as Trustee
(incorporated by reference to Exhibit 4(b) to the
Registrants' Registration Statement on Form S-3
(File No. 33-53941) filed through the EDGAR
System).
2.2 First Supplemental Indenture dated as of July 12,
1994, between the Registrants and Chemical Bank,
as Trustee (incorporated by reference to Exhibit
4.1 to the Registrants' Form 8-K dated July 22,
1994 (File No. 0-19768) and filed through the
EDGAR System).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrants have duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
THE SCOTTS COMPANY
Date: July 26, 1994 By /s/ Craig D. Walley
Name: Craig D. Walley
Title: Vice President,
General Counsel
and Secretary
THE O.M. SCOTT & SONS COMPANY
Date: July 26, 1994 By /s/ Craig D. Walley
Name: Craig D. Walley
Title: Vice President,
General Counsel
and Secretary