As filed with the Securities and Exchange Commission on January 30, 1995
Registration No. 33-60056
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
THE SCOTTS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1199481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of Principal Executive Offices) (Zip Code)
The Scotts Company 1992 Long Term Incentive Plan
(Full title of the plan)
Copy to:
Craig D. Walley, Esq. Elizabeth Turrell Farrar, Esq.
The Scotts Company Vorys, Sater, Seymour and Pease
14111 Scottslawn Road 52 East Gay Street
Marysville, Ohio 43041 P.O. Box 1008
(Name and address of agent for service) Columbus, Ohio 43216-1008
(513) 644-0011
(Telephone number, including area code, of agent for service)
On September 20, 1994, The Scotts Company, a Delaware
corporation ("Scotts Delaware"), having a class of securities
registered under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), was merged (the "Merger")
with and into The Scotts Company, an Ohio corporation ("Scotts
Ohio") and a wholly-owned subsidiary of Scotts Delaware which was
formed as an Ohio corporation as a vehicle to effect the change of
Scotts Delaware's state of incorporation from Delaware to Ohio
through the Merger. The Merger was approved by the stockholders
of Scotts Delaware at a Special Meeting of Stockholders held on
September 20, 1994.
Each share of Class A Common Stock, par value $0.01 per
share (the "Scotts Delaware Shares"), of Scotts Delaware was
converted into one common share, without par value (the "Scotts
Ohio Common Shares"), of Scotts Ohio. By virtue of the Merger,
Scotts Ohio has succeeded to all the business, properties, assets
and liabilities of Scotts Delaware.
Pursuant to Rule 414 promulgated under the Securities Act
of 1933, as amended (the "1933 Act"), Scotts Ohio hereby adopts
the Registration Statement on Form S-8 (Registration No. 33-60056)
of Scotts Delaware, related to the registration under the 1933 Act
of 2,700,000 Scotts Delaware Shares to be offered under The Scotts
Company 1992 Long Term Incentive Plan, as Scotts Ohio's own
Registration Statement on Form S-8 for all purposes of the 1933 Act
and the Exchange Act.
PART II
Item 3. Incorporation of Documents by Reference.
The description of the Scotts Ohio Common Shares
contained in the Registration Statement on Form 8-B (File No.
0-19768) of Scotts Ohio filed with the Securities and Exchange
Commission on January 17, 1995, is hereby incorporated by
reference.
Item 6. Indemnification of Directors and Officers.
ARTICLE FIVE of the Regulations of Scotts Ohio governs
the indemnification of officers and directors of Scotts Ohio.
ARTICLE FIVE provides:
Section 5.01. Mandatory Indemnification. The
corporation shall indemnify any officer or director of
the corporation who was or is a party or is threatened
to be made a party to any threatened, pending or com-
pleted action, suit or proceeding, whether civil,
criminal, administrative or investigative (including,
without limitation, any action threatened or instituted
by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee,
officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for
profit), limited liability company, partnership, joint
venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful.
A person claiming indemnification under this Section 5.01
shall be presumed, in respect of any act or omission
giving rise to such claim for indemnification, to have
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal
matter, to have had no reasonable cause to believe his
conduct was unlawful, and the termination of any action,
suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification.
Anything contained in the Regulations or elsewhere to the
contrary notwithstanding:
(A) the corporation shall not indemnify any officer
or director of the corporation who was a party to any
completed action or suit instituted by or in the right
of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager or agent of
another corporation (domestic or foreign, nonprofit or
for profit), limited liability company, partnership,
joint venture, trust or other enterprise, in respect of
any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable
for acting with reckless disregard for the best interests
of the corporation or misconduct (other than negligence)
in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of
Union County, Ohio or the court in which such action or
suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of
all the circumstances of the case, he is fairly and
reasonably entitled to such indemnity as such Court of
Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such
unpaid indemnification as is determined by a court to be
proper as contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses.
Anything contained in the Regulations or elsewhere to the
contrary notwithstanding, to the extent that an officer
or director of the corporation has been successful on
the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 5.01, or in defense
of any claim, issue or matter therein, he shall be
promptly indemnified by the corporation against expenses
(including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection
therewith.
Section 5.04. Determination Required. Any
indemnification required under Section 5.01 and not
precluded under Section 5.02 shall be made by the corpor-
ation only upon a determination that such indemnifica-
tion of the officer or director is proper in the circum-
stances because he has met the applicable standard of
conduct set forth in Section 5.01. Such determination
may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not
and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is
not obtainable or if a majority of a quorum of disinter-
ested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a
firm having associated with it an attorney, who has been
retained by or who has performed services for the
corporation, or any person to be indemnified, within the
past five years, or (C) by the shareholders, or (D) by
the Court of Common Pleas of Union County, Ohio or (if
the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any
such determination may be made by a court under division
(D) of this Section 5.04 at any time [including, without
limitation, any time before, during or after the time
when any such determination may be requested of, be under
consideration by or have been denied or disregarded by
the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the
shareholders under division (C) of this Section 5.04];
and no failure for any reason to make any such determina-
tion, and no decision for any reason to deny any such
determination, by the disinterested directors under
division (A) or by independent legal counsel under
division (B) or by shareholders under division (C) of
this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination
made by the disinterested directors under division (A)
or by independent legal counsel under division (B) of
this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit
threatened or brought by or in the right of the corpora-
tion shall be promptly communicated to the person who
threatened or brought such action or suit, and within
ten days after receipt of such notification such person
shall have the right to petition the Court of Common
Pleas of Union County, Ohio or the court in which such
action or suit was brought, if any, to review the
reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses
(including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs)
incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corpora-
tion in advance of the final disposition of such action,
suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him,
but only if such officer or director shall first agree,
in writing, to repay all amounts so paid in respect of
any claim, issue or other matter asserted in such action,
suit or proceeding in defense of which he shall not have
been successful on the merits or otherwise:
(A) if it shall ultimately be determined as
provided in Section 5.04 that he is not entitled to be
indemnified by the corporation as provided under
Section 5.01; or
(B) if, in respect of any claim, issue or other
matter asserted by or in the right of the corporation in
such action or suit, he shall have been adjudged to be
liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than
negligence) in the performance of his duty to the corpor-
ation, unless and only to the extent that the Court of
Common Pleas of Union County, Ohio or the court in which
such action or suit was brought shall determine upon
application that, despite such adjudication of liability,
and in view of all the circumstances, he is fairly and
reasonably entitled to all or part of such
indemnification.
Section 5.06. Article FIVE Not Exclusive. The
indemnification provided by this Article FIVE shall not
be exclusive of, and shall be in addition to, any other
rights to which any person seeking indemnification may
be entitled under the Articles or the Regulations or any
agreement, vote of shareholders or disinterested direc-
tors, or otherwise, both as to action in his official
capacity and as to action in another capacity while
holding such office, and shall continue as to a person
who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may
purchase and maintain insurance or furnish similar
protection, including but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of any
person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee,
officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for
profit), limited liability company, partnership, joint
venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether
or not the corporation would have the obligation or the
power to indemnify him against such liability under the
provisions of this Article FIVE. Insurance may be
purchased from or maintained with a person in which the
corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes
of this Article FIVE, and as examples and not by way of
limitation:
(A) A person claiming indemnification under this
Article FIVE shall be deemed to have been successful on
the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 5.01, or in defense
of any claim, issue or other matter therein, if such
action, suit or proceeding shall be terminated as to such
person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of
him, without the imposition of a fine upon him and with-
out his payment or agreement to pay any amount in settle-
ment thereof (whether or not any such termination is
based upon a judicial or other determination of the lack
of merit of the claims made against him or otherwise
results in a vindication of him); and
(B) References to an "other enterprise" shall
include employee benefit plans; references to a "fine"
shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent
with respect to an employee benefit plan, its partici-
pants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the
best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the
corporation" within the meaning of that term as used in
this Article FIVE.
Section 5.09. Venue. Any action, suit or proceed-
ing to determine a claim for indemnification under this
Article FIVE may be maintained by the person claiming
such indemnification, or by the corporation, in the Court
of Common Pleas of Union County, Ohio. The corporation
and (by claiming such indemnification) each such person
consent to the exercise of jurisdiction over its or his
person by the Court of Common Pleas of Union County, Ohio
in any such action, suit or proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as
follows:
(E)(1) A corporation may indemnify or agree to
indemnify any person who was or is a party, or is threat-
ened to be made a party, to any threatened, pending, or
completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise,
against expenses including attorney's fees, judgments,
fines and amounts paid in settlement actually and reason-
ably incurred by him in connection with such action,
suit, or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation may indemnify or agree to indem-
nify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending, or com-
pleted action or suit by or in the right of the corpora-
tion to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the
request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reason-
ably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect
of any of the following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or mis-
conduct in the performance of his duty to the corporation
unless, and only to the extent that, the court of common
pleas or the court in which such action or suit was
brought determines upon application, that, despite the
adjudication of liability, but in view of all the circum-
stances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section
1701.95 of the Revised Code.
(3) To the extent that a director, trustee,
officer, employee, member, manager, or agent has been
successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, or in defense of any
claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action,
suit, or proceeding.
(4) Any indemnification under division (E)(1) or
(2) of this section, unless ordered by a court, shall be
made by the corporation only as authorized in the
specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth
in division (E)(1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not
and are not parties to or threatened with the action,
suit, or proceeding referred to in division (E)(1) or (2)
of this section;
(b) If the quorum described in division (E)(4)(a)
of this section is not obtainable or if a majority vote
of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than
an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed
services for the corporation or any person to be indem-
nified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in
which the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested direc-
tors under division (E)(4)(a) or by independent legal
counsel under division (E)(4)(b) of this section shall
be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and,
within ten days after receipt of such notification, such
person shall have the right to petition the court of
common pleas or the court in which such action or suit
was brought to review the reasonableness of such determ-
ination.
(5)(a) Unless at the time of a director's act or
omission that is the subject of an action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, the articles or the regulations of a corpor-
ation state, by specific reference to this division, that
the provisions of this division do not apply to the
corporation and unless the only liability asserted
against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding
shall be paid by the corporation as they are incurred,
in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of
the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction
that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred
by a director, trustee, officer, employee, member,
manager, or agent in defending any action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are
incurred, in advance of the final disposition of the
action, suit, or proceeding, as authorized by the
directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee,
officer, employee, member, manager, or agent to repay
such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section
shall not be exclusive of, and shall be in addition to,
any other rights granted to those seeking indemnification
under the articles, the regulations, any agreement, a
vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities
and as to action in another capacity while holding their
offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to
the benefit of the heirs, executors, and administrators
of such a person.
(7) A corporation may purchase and maintain
insurance or furnish similar protection, including, but
not limited to, trust funds, letters of credit, or self-
insurance, on behalf of or for any person who is or was
a director, officer, employee, or agent of the corpora-
tion, or is or was serving at the request of the corpora-
tion as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other
enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation
would have the power to indemnify him against such
liability under this section. Insurance may be purchased
from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify
persons pursuant to division (E)(1) or (2) of this
section does not limit the payment of expenses as they
are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions
(E)(5), (6), and (7) of this section. Divisions (E)(1)
and (2) of this section do not create any obligation to
repay or return payments made by the corporation pursuant
to division (E)(5), (6), or (7).
(9) As used in division (E) of this section,
references to "corporation" includes all constituent
entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was
a director, officer, employee, trustee, member, manager,
or agent of such a constituent entity or is or was
serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or
a partnership, joint venture, trust, or other enterprise,
shall stand in the same position under this section with
respect to the new or surviving corporation as he would
if he had served the new or surviving corporation in the
same capacity.
Scotts Ohio has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.
Section 11.5 of The Scotts Company 1992 Long Term
Incentive Plan (the "Plan") governs the indemnification of the
Board of Directors (the "Board") of Scotts Ohio and of the
Compensation Committee (the "Committee") of the Board in connection
with the Plan. That Section provides:
11.5. Indemnification. Each person who is or
shall have been a member of the Committee or
of the Board shall be indemnified and held
harmless by the Company against and from any
loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in
connection with or resulting from any claim,
action, suit, or proceeding to which he may be
made a party or in which he may be involved by
reason of any action taken or failure to act
under the Plan and against and from any and
all amounts paid by him in settlement thereof,
with the Company's approval, or paid by him in
satisfaction of any judgment in any such
action, suit, or proceeding against him, pro-
vided he shall give the Company an opportun-
ity, at its own expense, to handle and defend
the same before he undertakes to handle and
defend it on his own behalf. The foregoing
right of indemnification shall not be exclu-
sive and shall be independent of any other
rights of indemnification to which such
persons may be entitled under the Company's
Articles of Incorporation or By-Laws, by
contract, as a mater of law, or otherwise.
Item 8. Exhibits.
See the Index to Exhibits at page 16.
[Signatures begin on the following page.]
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Marysville, State of Ohio, on the 24th day of January, 1995.
THE SCOTTS COMPANY
By: /s/ Tadd C. Seitz
Tadd C. Seitz, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to Registration Statement
has been signed by the following persons in the capacities
indicated on January 24, 1995.
Signature
Title
Tadd C. Seitz*
Tadd C. Seitz
Chairman of the Board, Chief
Executive Officer and Director
Theodore J. Host*
Theodore J. Host
President, Chief Operating
Officer and Director
James B Beard*
James B Beard
Director
John S. Chamberlin*
John S. Chamberlin
Director
<PAGE>
*By Power of Attorney
/s/ Tadd C. Seitz
Tadd C. Seitz
(Attorney-in-Fact)
Joseph P. Flannery*
Joseph P. Flannery
Director
Karen Gordon Mills*
Karen Gordon Mills
Director
Donald A. Sherman*
Donald A. Sherman
Director
John M. Sullivan*
John M. Sullivan
Director
L. Jack Van Fossen*
L. Jack Van Fossen
Director
Paul D. Yeager*
Paul D. Yeager
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
*By Power of Attorney
/s/ Tadd C. Seitz
Tadd C. Seitz
(Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit No. Description Page No.
4(a) Articles of Incorporation of
The Scotts Company, as amended
on September 20, 1994
Incorporated herein by
reference to Exhibit 3(a)
to the Registrant's
Annual Report on Form
10-K for the fiscal year
ended September 30, 1994
(File No. 0-19768)
4(b)
Code of Regulations of The
Scotts Company
Incorporated herein by
reference to Exhibit 3(b)
to the Registrant's
Annual Report on Form
10-K for the fiscal year
ended September 30, 1994
(File No. 0-19768)
24
Powers of Attorney Pages 17 through 27
POWERS OF ATTORNEY
____________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ Tadd C. Seitz
Tadd C. Seitz
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ Theodore J. Host
Theodore J. Host
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ James B Beard
James B Beard
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ John S. Chamberlin
John S. Chamberlin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ Joseph P. Flannery
Joseph P. Flannery
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as her true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for her
and in her name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand as of this 14th day of December, 1994.
/s/ Karen Gordon Mills
Karen Gordon Mills
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ Donald A. Sherman
Donald A. Sherman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ John M. Sullivan
John M. Sullivan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ L. Jack Van Fossen
L. Jack Van Fossen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.
/s/ Paul D. Yeager
Paul D. Yeager
