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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. 2
THE SCOTTS COMPANY
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
810186106
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ( ).
SCHEDULE 13G
Amendment No. 2
THE SCOTTS COMPANY
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
810186106
(CUSIP Number)
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
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 incorporated
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 Class A 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:
14111 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
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), 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) ( ) Investment Adviser registered under section
203 of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of
1974 or Endowment Fund; see 240.13d-1(b) (1)
(ii)(F)
(g) (x ) Parent Holding Company, in accordance with
240.13d-1(b) (ii)(G)
(Note: See Item 7)
(h) ( ) Group, in accordance with 240.13d-1(b)
(ii)(H)
(see item 2A)
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: (TFC)
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: (TFC) 1,348,100
(iv) shared power to dispose or to direct the disposition
of: NIL
* (see item 2(a))
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 acquired in the ordinary course
of business and
were not acquired for the purpose of and do not have the effect
of changing or
influencing the control of the issuer of such securities and were
not acquired in
connection with or as a participant in any transaction having
such purposes 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 11, 1998
Signature:
Name/Title: Michael 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).