Registrant's telephone number, including area code: (330) 673-9511

Number of Common Shares Outstanding as of May 16, 2000:   8,034,453

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past ninety (90) days.  

YES [X]                 NO [   ]

 See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements

                  See Notes to Consolidated Financial Statements.

     Earnings per common share - assuming dilution was calculated by using the weighted average number of common shares outstanding, including the dilutive effect of stock options, during the period.

     Due to the seasonal nature of some of the Company's services, the results of operations for the periods ended April 1, 2000, and April 3, 1999 are not necessarily indicative of the results to be expected for the full year.

     On May 19, 1999, the Registrant's board of directors declared a 2 for 1 stock split in the form of a 100% stock dividend on outstanding shares only, to shareholders of record as of June 1, 1999. To effect the stock split, they authorized the retirement of 1,981,894 common shares held in treasury. Per common share amounts have been restated for all periods presented to give retroactive effect to the stock split. Common shares issued have been increased to reflect the 2 fo

NOTE 4.     DIVIDENDS

     On March 10, 2000, the Registrant paid a $.055 per share dividend to all shareholders of record at March 1, 2000. This compares to a $.05 per share dividend paid in the first quarter of 1999.

     Accrued liabilities consisted of:

     On April 26, 2000, the Registrant entered into a new Revolving Credit Agreement (revolver) with its banks, which permits borrowings, as defined, up to $90,000,000 through April 26, 2003. It provides the Company an option of borrowing funds at either the prime interest rate or rates based on LIBOR plus a margin adjustment ranging from 1.25% to 2.00%. It also includes a commitment fee of between .25% and .50% on the average daily unborrowed commitm

     Under the most restrictive covenants of the Revolver, the Company is obligated to maintain a minimum shareholders' equity, as defined, of $45,000,000 plus 30% of annual consolidated earnings for 1998 and 1999 through June 29, 2000; $52,000,000 on June 30, 2000 through December 30, 2000, increased on each December 31 by 30% of annual consolidated earnings; a maximum ratio of funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization) for the most re

     The Company was not in compliance with the EBIT to interest ratio covenant at the end of the first quarter. The banks have waived this covenant for the first quarter and are in discussions with the Company to adjust the covenant requirements for the balance of 2000. Management anticipates that the covenant will be amended prior to June 30, 2000 to an amount that the Company will meet upon the next quarterly measurement date.

     Total comprehensive earnings for the three-month period ended April 1, 2000 and April 3, 1999, respectively, was as follows:

     The Company has two primary operating segments which provide a variety of horticultural services to their respective customer groups. Residential and Commercial services provides for the treatment, preservation, maintenance, cultivation, planting and removal of trees, shrubs and other plant life; its services also include the practices of tree surgery, tree feeding, tree spraying and landscaping, as well as the application of fertilizers, herbicides, and insecticides. Ut

     The Company's primary focus in evaluating segment performance is on operating earnings. Corporate expenses are substantially allocated among the operating segments. Identifiable assets are those directly used or generated by each segment, and include accounts receivable, inventory, and property and equipment. Unallocated assets consist principally of corporate facilities, enterprise-wide information systems, cash and cash equivalents, deferred taxes, prepaid expenses, and ot

     Details to Operating Segments are as follows:

     Even though we experienced a $4,279,000 net loss in our first quarter, operating activities provided $8,715,000 in cash, $9,432,000 more than the amount used in the first quarter of 1999. This was due to a significant reduction in accounts receivable.

     Our seasonal first quarter loss was significantly higher than last year, and was almost totally attributable to operating losses experienced by Utility services. These losses were due to several key factors. First, we incurred a higher level of start up costs on new accounts and where we added crews to existing contracts. Second, we experienced a loss in productivity on unit price contracts, particularly those in California, which resulted from the unusually large amo in January and February. Third, repair expense was much higher due to a significant level of equipment inspections necessitated by problems experienced with a certain manufacturers boom. Finally, we incurred a substantial increase in our fuel costs; we will be able to seek reimbursement for some of the increased fuel costs on certain contracts.

     We were able to effect a $12,586,000 reduction in accounts receivable during the first three months of 2000, $13,516,000 more than the increase we realized last year. Further, we were able to reduce days outstanding 15.4 days since December 1999 to 74.4 days. These reductions are a result of the substantial collection efforts put forth since the latter part of 1999 necessitated by the inordinate buildup in Residential and Commercial accounts receivable related to last

     Refundable income taxes increased $2,761,000, a result of our higher seasonal losses.

     Accounts payable and accrued liabilities decreased by $1,225,000. The decrease is attributable to a lower level of accrued compensation, principally a function of lower incentives based on our higher level of seasonal losses.

     Our insurance liabilities increased only $75,000, a change of $977,000 when compared to the $902,000 reduction we realized last year. In prior years, including last years first quarter, our excess insurer had accelerated claims payments to "catch up" in its processing. This year those claims payments have leveled off and in fact are slightly lower than the amounts we have accrued.

     Investing activities used $8,611,000, $1,592,000 less than in 1999 and consistent with our overall budget for capital expenditures of approximately $23,500,000.

     Because we were able to significantly reduce accounts receivable, our borrowings, net of payments, were only $579,000 during the first three months of 2000, compared to $10,257,000 last year. Accordingly, financing activities provided $178,000 this year, a decline of $9,644,000 from 1999.

      At April 1, 2000, our primary source of liquidity consisted of $345,000 in cash and cash equivalents; short-term lines of credit and amounts available to be borrowed from banks via notes payable totaling $4,600,000 of which $1,100,000 was drawn and $700,000 was considered drawn to cover outstanding letters of credit; and the revolving credit agreement and temporary line of credit totaling $85,000,000, of which $56,900,000 was drawn and $11,400,000 was considered

RESULTS OF OPERATIONS

     Revenues for the first three months of 1999 declined $875,000 to $67,391,000. Utility services revenues decreased, particularly in our western utility services, where the inclement weather significantly hampered productivity. Also, in prior years their revenues had been enhanced by additional work obtained as a result of more stringent utility line clearance standards promulgated by the state of California; the additional work required to bring our western utility custom

     Our operating expenses increased $1,426,000 to $51,983,000, and as a percentage of revenues they increased a full 3.0% to 77.1%. This increase is attributable to the factors we previously addressed in our discussion, namely higher relative labor costs resulting from productivity declines, increased start up costs on utility contracts, higher fuel costs, and increased equipment costs due to the mandatory equipment inspections.

     Selling expenses increased $734,000 to $10,595,000 and as a percentage of revenues they rose to a level of 15.7%, 1.3% higher than in 1999. The increase is attributable to an increase in field management wages and branch office expense, primarily in Residential and Commercial services.

     General and administrative costs of $6,272,000 increased $1,508,000, and as a percentage of revenues they increased to 9.3% compared to 7.0% last year. Most of the increase is due to a higher level of professional and temporary services now being expensed related to the implementation of our enterprise-wide information system, whereas in 1999 most of these costs had been capitalized. The increase is also due to a somewhat higher level of salaries generally. We anticip

     Depreciation and amortization of $4,990,000 increased only $141,000, but as a percentage of revenues they increased .3% to 7.4%, a function of the decline in revenues.

     Our interest expense of $981,000 increased $186,000 from last year, resulting from our higher level of borrowings.

     Our loss before income tax credits increased $4,639,000 to $7,085,000, and as a percentage of revenues it increased 6.9% to 10.5%. Effective income tax rates of 39.6% and 40.6% were used to compute income tax benefits in 2000 and 1999, respectively.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 16, 2000