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As filed with the Securities and Exchange Commission on August 17, 1994
Registration No. 33-53941
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE SCOTTS COMPANY
THE O.M. SCOTT & SONS COMPANY
(Exact name of registrants as specified in their charters)
Delaware 31-1199481
(State or other jursidiction (IRS employer
of incorportion or organization) identification number)
14111 Scottslawn Road, Marysville, Ohio 43041, (513) 644-0011
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
______________
Craig D. Walley
Vice President, General Counsel and Secretary
The Scotts Company
14111 Scottslawn Road, Marysville, Ohio 43041
(513) 644-0011
(Name, address, including zip code, and telephone number, including area
code of agent for service)
Copies to:
G. Robert Lucas II George H. White
Vorys, Sater, Seymour and Pease Sullivan & Cromwell
52 East Gay Street 125 Broad Street
P.O. Box 1008 New York, New York 10004
Columbus, Ohio 43216-1008 (212) 558-4000
(614) 464-5691
The Registrants are filing this Post-Effective
Amendment No. 1 for the purpose of giving notice of the
registration by The O.M. Scott & Sons Company, as co-registrant
with The Scotts Company, of $100,000,000 aggregate principal
amount of Debt Securities pursuant to a Registration Statement on
Form S-3 (File No. 33-53941), which was declared effective on
June 21, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrants have duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be
signed on their behalf by the undersigned, thereto duly
authorized, in the City of Marysville, State of Ohio, on the 17th
day of August, 1994.
THE SCOTTS COMPANY
THE O.M. SCOTT & SONS COMPANY
By /s/ Tadd C. Seitz *
Tadd C. Seitz
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ James B. Beard* Director August 17, 1994
James B. Beard
/s/ John S. Chamberlin* Director August 17, 1994
John S. Chamberlin
Director
Alberto Cribiore
/s/ Joseph P. Flannery* Director August 17, 1994
Joseph P. Flannery
/s/ Theodore J. Host* Director/ August 17, 1994
Theodore J. Host President/
Chief Operating Officer
/s/ Tadd C. Seitz* Chairman/ August 17, 1994
Tadd C. Seitz Chief Executive Officer
/s/ Donald A. Sherman Director June 1, 1994
Donald A. Sherman
/s/ John M. Sullivan* Director August 17, 1994
John M. Sullivan
/s/ L. Jack Van Fossen* Director August 17, 1994
L. Jack Van Fossen
/s/ Paul D. Yeager Executive August 17, 1994
Paul D. Yeager Vice President/
Chief Financial Officer/
Principal Accounting Officer
* By /s/ Paul D. Yeager
Paul D. Yeager
(Attorney-in-Fact)