SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
The Scotts Company
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
810 186 106
(CUSIP Number)
Jane L. Wilton
Secretary & General Counsel
Community Funds, Inc.
2 Park Avenue
New York, New York 10016
(212) 686-0010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with
this statement [ ].
CUSIP No. 810 186 106
(1) Names of Reporting Persons:
S.S. or I.R.S. Identification Nos. of Above
Persons:
Community Funds, Inc.
13-6089923
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
(3) SEC Use Only
(4) Source of Funds (See Instructions): 00
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization: New York
Number of Shares Beneficially Owned by Each Reporting
Person:
(7) Sole Voting Power: 0
(8) Shared Voting Power:
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power:
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 0
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row
(11): 0%
(14) Type of Reporting Person (See Instructions): CO
Community Funds, Inc. (the "Reporting Person") hereby
amends and supplements its Statement or Schedule 13D (the
"Schedule 13D") filed with respect to the common stock, without
par value (the "Shares") of The Scotts Company, an Ohio
corporation ("Scotts"). Capitalized terms not defined herein
have the meanings set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
On June 16, 1995, the Reporting Person contributed
17,186 shares of Preferred Stock and Warrants to purchase
2,933,358 shares to the capital of the Hagedorn Partnership, L.P.
(the "Partnership") in exchange for limited partnership interest
units in the Partnership.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) None.
(b) None.
(c) Other than as set forth in Item 3 above and Item 3
of the Schedule 13D the Reporting Person has not effected
any transactions in the Shares in the past sixty days.
(d) The Reporting Person ceased to be the beneficial
owner of five percent of the Shares on June 16, 1995.
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.
COMMUNITY FUNDS, INC.
By: /s/ JANE L. WILTON
Jane L. Wilton
Secretary and General Counsel
Date: June 23, 1995
