<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission file number 33-47073
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
The Scotts Company
Profit Sharing and Savings Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principle executive office:
The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Index to Exhibits appears on Page 17
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and schedules for The Scotts Company Profit
Sharing and Savings Plan are being filed herewith:
<TABLE>
<CAPTION>
Description Page No.
----------- --------
<S> <C>
Report of Independent Accountants 4
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996 5
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1997 and 1996 6
Notes to the Financial Statements 7-14
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 15
Item 27(d) - Schedule of Reportable Transactions for
the year ended December 31, 1997 16
NOTE: Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included here are not
applicable to The Scotts Company Profit Sharing and Savings Plan.
</TABLE>
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
1 Consent of Independent Public Accountants 18
</TABLE>
Page 2
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
Date: June 29, 1998 /s/ ROSEMARY SMITH
----------------------- ---------------------------------
Vice President, Human Resources
Plan Administration Committee
The Scotts Company
Profit Sharing and Savings Plan
Page 3
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
The Scotts Company
Profit Sharing and Savings Plan
Marysville, Ohio
We have audited the accompanying statements of net assets available for benefits
of The Scotts Company Profit Sharing and Savings Plan (the Plan) as of December
31, 1997 and 1996, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Columbus, Ohio
June 16, 1998
Page 4
<PAGE> 5
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1997 and 1996
1997 1996
---- ----
Assets:
Cash and cash equivalents (see Note 9) $65,744,292 $ 2,957,035
Investments, at fair value:
Equity securities 2,424,046 47,635,915
Fixed income securities 9,239 7,241,425
Loans to participants 634,915 610,333
Mutual funds 4,273,812 4,452,797
Guaranteed investment contracts 1,244,422 1,370,350
Pooled seperate investment account 1,562,696 1,010,614
Employer contribution receivable 1,104,640
Accrued interest 160,761 170,906
----------- -----------
Total assets 77,158,823 65,449,375
----------- -----------
Liabilities:
Payable for purchase of investments 57,375
Accrued expenses 20,695
----------- -----------
Total liabilities 78,070
----------- -----------
Net assets available for benefits $77,158,823 $65,371,305
=========== ===========
The accompanying notes are an integral part of the financial statements.
Page 5
<PAGE> 6
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Increases:
Interest and dividends $ 2,047,082 $ 2,218,325
Net appreciation in fair value of investments 13,642,244 8,337,424
Employer contributions 1,104,640
Employee contributions 3,225,777 2,499,131
----------- -----------
Total increases 20,019,743 13,054,880
Decreases:
Distributions 7,912,454 6,929,249
Investment management and administrative fees 319,771 292,470
----------- -----------
Total decreases 8,232,225 7,221,719
----------- -----------
Net increase in net assets available for benefits 11,787,518 5,833,161
Net assets available for benefits, beginning of year 65,371,305 59,538,144
----------- -----------
Net assets available for benefits, end of year $77,158,823 $65,371,305
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 6
<PAGE> 7
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
The Scotts Company (the Company) Profit Sharing and Savings Plan (the
Plan) is a contributory defined contribution benefit plan. A summary plan
description is provided to every eligible participant and includes
significant provisions of the Plan, including eligibility, participant
and company contribution limits, and distribution of benefits.
Associates of the Company become participants of the Plan on the first
day of the month immediately following or coincident with their date of
employment. Associates are not eligible to receive any portion of the
employer contribution until they have completed one year of service.
Associates must complete 1,000 hours of service in order to be credited
with one year of eligibility service. The annual employer contribution is
determined at the discretion of the Board of Directors and is allocated
to participants proportionately based upon their eligible wages. In lieu
of all employer contributions being made to the Plan, participants may
elect to receive one-half of the otherwise employer contribution in cash
directly from the Company. The Plan also provides for participant
tax-deferred savings contributions up to 15% of eligible wages. Aggregate
contributions may not exceed the limit specified by the Internal Revenue
Code. Participants are always fully vested in their contributions to the
Plan, as well as the employer's contribution to the Plan on their behalf.
The Plan provides for maintenance of five separate funds, as follows:
A. GROWTH AND INCOME FUND: Assets may be invested in common or capital
stock, bonds, notes, debentures or preferred stock, real estate,
mortgages secured by real estate, interests in commingled trust funds,
cash equivalents, and Company common stock.
B. SCOTTS STOCK FUND: Assets consist entirely of Company common stock and
cash equivalents.
C. BOND FUND: Assets may be invested in certificates of deposit and
interest-bearing savings accounts with recognized financial
institutions, short-term obligations of the U.S. government, corporate
obligations rated "A" or higher maturing in 10 years or less, prime
rate commercial paper of less than one-year maturity, and cash
equivalents.
D. CASH MANAGEMENT FUND: Assets may be invested in short-term money
market investments with a high degree of marketability and liquidity.
These investments include, but are not limited to, commercial paper,
demand notes, and short-term obligations of the U.S. government of
less than 90-days maturity.
E. LOANS TO PARTICIPANTS: Assets consist of loans made to participants
from their savings contribution account. Participants are permitted to
borrow no more than the lesser of $50,000, reduced by the excess of
the highest outstanding balance of Plan loans during the previous
year, or 50% of the value of the participants' accounts. Interest paid
on the loans is included as income to the fund. Interest rates range
from 7.0% to 10.0%.
Additionally, the Plan also has the following 2 funds which can be
invested in by employees of Scotts Miracle-Gro Products, Inc., a wholly
owned subsidiary of the Company:
i. GUARANTEED INVESTMENT CONTRACTS: Assets consist entirely of
MassMutual guaranteed investments contracts.
ii. POOLED SEPARATE INVESTMENT ACCOUNT: Assets consist entirely of
units of participation in the MassMutual Core Equity Fund.
Page 7
<PAGE> 8
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
Participants can change their contribution levels and/or their
investment selection on a quarterly basis. The Plan entitles participants
to retirement, death benefits, hardship withdrawals, and in-service
distributions. The amount of the retirement and death benefits are equal
to the undistributed balance in the participants' accounts determined as
of the applicable valuation date as defined in the Plan. The Plan allows
for in-service distributions to participants who have completed more than
five years of participation in the Plan and attained age 59 1/2. Hardship
distributions of participants' savings contributions are allowed when the
participant has met the Internal Revenue Service criteria for hardship.
Loans can be made to participants from their savings contribution account
subject to the terms of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. BASIS OF ACCOUNTING: The financial statements have been prepared under
the accrual method of accounting.
B. INVESTMENT VALUATION: Investments other than participant loans and
investment contracts are stated at quoted market values. Loans to
participants are valued at cost, which approximates market value. The
Plan's Guaranteed Investment Contracts with MassMutual are valued
based on the contract value, which approximates fair value. Contract
value represents contributions made under the contract, plus earnings,
less withdrawls and administrative expenses. The contracts provide for
a guaranteed return on principal. The guaranteed return is adjusted
annually based on the actual return of the asset pool. Purchases and
sales of investments are reflected on a trade-date basis.
Gains and losses on sales of investments are based on specific
identification of cost. Dividend income is recorded on the
ex-dividend date. Income from other investments is recorded as earned
on the accrual basis.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
C. EXPENSES: All administrative expenses are paid by the Plan.
D. USE OF ESTIMATES: The preparation of the Plan's financial statements
in conformity with generally accepted accounting principles requires
the plan administrator to make significant estimates and assumptions
that affect the reported amounts of net assets available for benefits
at the date of the financial statements and the changes in net assets
available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
E. RISKS AND UNCERTAINTIES: The Plan provides for various investment
options in any combination of stocks, bonds, fixed income securities,
and other investment securities. Investment securities are exposed to
various risks, such as interest rate, market, and credit
Page 8
<PAGE> 9
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that
such changes could materially affect participants' account balances
and the amounts reported in the statement of net assets available for
benefits.
3. INVESTMENTS IN THE SCOTTS COMPANY:
At December 31, 1997 and 1996, the Plan had investments in the Company's
common stock, as follows:
<TABLE>
<CAPTION>
1997 1996
------------------------------ ------------------------------
FAIR MARKET FAIR MARKET
SHARES VALUE SHARES VALUE
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Growth and Income Fund 250,500 $ 4,978,688
Scotts Stock Fund 80,130 $ 2,423,933 81,190 1,613,651
-------------- ------------- -------------- --------------
80,130 $ 2,423,933 331,690 $ 6,592,339
============== ============= ============== ==============
</TABLE>
The Company's common stock is valued at quoted market prices, which
were $30.25 and $19.88 per share at December 31, 1997 and 1996,
respectively.
Page 9
<PAGE> 10
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
4. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION:
Changes in net assets available for benefits for the years ended December
31, 1997 and 1996, summarized by investment fund, are as follows:
<TABLE>
<CAPTION>
1997
---------------------------------------------------------------------
CASH
GROWTH AND SCOTTS MANAGEMENT LOANS TO
INCOME FUND STOCK FUND BOND FUND FUND PARTICIPANTS
-------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Increases:
Interest and dividends $ 1,258,630 $ 3,163 $ 637,675 $ 5,915 $ 54,053
Net appreciation in fair
value of investments 11,954,583 1,099,960 13,485 250,980
Employer contributions
Employee contributions 2,183,725 204,949 361,285 228,584
------------- ---------- ----------- ----------- -----------
Total increases 15,396,938 1,308,072 1,012,445 485,479 54,053
------------- ---------- ----------- ----------- -----------
Decreases:
Distributions 5,379,651 203,414 1,094,423 950,877 62,367
Investment management and
administrative fees 217,989 5,808 52,402 15,049 12,897
------------- ---------- ----------- ----------- -----------
Total decreases 5,597,640 209,222 1,146,825 965,926 75,264
------------- ---------- ----------- ----------- -----------
Net increase (decrease) in net
assets available for 9,799,298 1,098,850 (134,380) (480,447) (21,211)
benefits
Participant exchanges among (3,287,491) (141,849) 2,329,290 1,044,288 50,376
funds
Net assets available for
benefits,
beginning of year 48,806,970 1,552,042 8,249,217 3,776,362 605,750
------------- ---------- ----------- ----------- -----------
Net assets available for
benefits,
end of year $ 55,318,777 $2,509,043 $10,444,127 $ 4,340,203 $ 634,915
============= ========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1997
-----------------------------------------------------
GUARANTEED
EQUITY INVESTMENT
FUND CONTRACTS OTHER TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Increases:
Interest and dividends $ 3,925 $ 83,721 $ $ 2,047,082
Net appreciation in fair
value of investments 323,236 13,642,244
Employer contributions 1,104,640 1,104,640
Employee contributions 124,624 122,610 3,225,777
----------- ----------- ----------- -----------
Total increases 451,785 206,331 1,104,640 20,019,743
----------- ----------- ----------- -----------
Decreases:
Distributions 23,158 198,564 7,912,454
Investment management and
administrative fees 7,915 7,711 319,771
----------- ----------- ----------- -----------
Total decreases 31,073 206,275 8,232,225
----------- ----------- ----------- -----------
Net increase (decrease) in net
assets available for 420,712 56 1,104,640 11,787,518
benefits
Participant exchanges among 131,370 (125,984)
funds
Net assets available for
benefits,
beginning of year 1,010,614 1,370,350 65,371,305
----------- ----------- ----------- -----------
Net assets available for
benefits,
end of year $ 1,562,696 $ 1,244,422 $ 1,104,640 $77,158,823
=========== ============ =========== ===========
</TABLE>
Page 10
<PAGE> 11
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1996
------------------------------------------------------
CASH
GROWTH AND SCOTTS MANAGEMENT
INCOME FUND STOCK FUND BOND FUND FUND
------------ ----------- ------------- ------------
Increases:
<S> <C> <C> <C> <C>
Interest and dividends $ 1,168,416 $ 10,298 $ 680,123 $ 223,082
Net appreciation (depreciation) in fair value of investments 8,256,827 50,966 (160,646) 32,618
Employee contributions 1,584,620 125,593 310,853 243,715
----------- ----------- ------------ -----------
Total increases 11,009,863 186,857 830,330 499,415
----------- ----------- ------------ -----------
Decreases:
Distributions 4,299,142 136,868 1,776,182 698,818
Investment management and administrative fees 227,613 1,575 33,899 16,729
----------- ----------- ------------ -----------
Total decreases 4,526,755 138,443 1,810,081 715,547
----------- ----------- ------------ -----------
Net increase (decrease) in net assets
available for benefits 6,483,108 48,414 (979,751) (216,132)
Participant exchanges among funds 3,023,121 (202,012) (2,522,081) (281,422)
Net assets available for benefits, beginning of year 39,300,741 1,705,640 11,751,049 4,273,916
----------- ----------- ------------ -----------
Net assets available for benefits, end of year $48,806,970 $1,552,042 $ 8,249,217 $ 3,776,362
=========== =========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
1996
----------------------------------------------------
GUARANTEED
LOANS TO EQUITY INVESTMENT
PARTICIPANTS FUND CONTRACTS TOTAL
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Increases:
Interest and dividends $ 47,989 $ 1,730 $ 86,687 $ 2,218,325
Net appreciation (depreciation) in fair value of investments 157,659 8,337,424
Employee contributions 118,491 115,859 2,499,131
----------- ---------- ---------- -----------
Total increases 47,989 277,880 202,546 13,054,880
----------- ---------- ---------- -----------
Decreases:
Distributions 6,169 12,070 6,929,249
Investment management and administrative fees 5,118 7,536 292,470
----------- ---------- ---------- -----------
Total decreases 6,169 5,118 19,606 7,221,719
----------- ---------- ---------- -----------
Net increase (decrease) in net assets
available for benefits 41,820 272,762 182,940 5,833,161
Participant exchanges among funds (5,231) 101,051 (113,426)
Net assets available for benefits, beginning of year 569,161 636,801 1,300,836 59,538,144
----------- ---------- ---------- -----------
Net assets available for benefits, end of year $ 605,750 $1,010,614 $1,370,350 $65,371,305
=========== ========== ========== ===========
</TABLE>
Page 11
<PAGE> 12
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
5. INVESTMENTS THAT REPRESENT 5% OR MORE OF NET ASSETS AVAILABLE FOR
BENEFITS:
At December 31, 1997 and 1996, the following investments had a fair value
in excess of 5% of net assets available for benefits:
<TABLE>
<CAPTION>
1997 1996
FAIR VALUE FAIR VALUE
<S> <C> <C>
The Scotts Company Common Stock $ $6,592,339
One Group Prime Money Market
Fund 65,388,221
Northern Trust Company Short-Term
Extendable Portfolio Fund 4,273,812 4,452,797
</TABLE>
6. TAX STATUS:
The Plan has received a favorable letter of determination from the
Internal Revenue Service. Accordingly, the Plan is exempt under
Section 401(a) of the Internal Revenue Code, and thus is not subject to
income taxes.
7. PLAN TERMINATION:
While the Company has not expressed any intent to discontinue the Plan or
its contributions, it is free to do so at any time, subject to the
penalties set forth in the Employee Retirement Income Security Act of
1974. In the event the Plan is terminated, the Plan provides that all
participants would become fully vested and the Company would have the
option to either maintain participant accounts in trust until such time
as the participant would otherwise be entitled to a distribution under
the Plan, or to immediately distribute participant accounts.
8. BENEFITS PAYABLE:
Benefits were payable to Plan participants at December 31, 1997 and 1996
of $583,015 and $74,830, respectively.
Page 12
<PAGE> 13
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1997 1996
----------- ------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $77,158,823 $65,371,305
Amounts allocated to withdrawing
participants (583,015) (74,830)
----------- -----------
Net assets available for benefits
per Form 5500 $76,575,808 $65,296,475
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
YEAR ENDED
DECEMBER 31,
1997
----------
Benefits paid to participants per the
financial statements $7,912,454
Add: Amounts allocated to withdrawing
participants at December 31, 1997 583,015
Less: Amounts allocated to withdrawing
participants at December 31, 1996 (74,830)
----------
Benefits paid to participants per Form 5500 $8,420,639
==========
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefits claims that have been processed and approved for payment prior to
year end but not yet paid as of that date.
Page 13
<PAGE> 14
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
9. SUBSEQUENT EVENT:
Effective January 1, 1998, the Plan was amended to reflect the mergers of
the Scotts-Sierra Horticultural Products Company Salaried Employees
Savings and Investment Plan and the Hyponex Corporation and Subsidiaries
Profit Sharing Plan and Trust with the Plan. Subsequent to January 1,
1998, net assets of approximately $16.5 million were transferred to the
Plan in conjunction with the mergers. These mergers had no effect on
participants' rights under the Plan.
Subsequent to the merger of the plans, participants of the Plan were
notified that Fidelity Institutional Retirement Services Company had been
appointed as the new Plan trustee, and that new investment options would
be offered in replacement of the existing investment options specified in
Note 1. Prior to the transfer of funds to the new investment accounts,
the existing Plan trustee liquidated a significant portion of the
existing investment accounts and placed the proceeds in the One Group
Prime Money Market fund.
Page 14
<PAGE> 15
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1997
<TABLE>
<CAPTION>
SHARES/PAR CURRENT
DESCRIPTION VALUE COST VALUE
<S> <C> <C> <C>
Cash and cash equivalents:
Cash $ 356,071 $ 356,071
One Group Prime Money Market Fund 65,388,221 65,388,221
----------- -----------
65,744,292 65,744,292
=========== ===========
Common Stocks:
Hilton Hotels Corporation 2 1 60
The Scotts Company 80,130 1,226,362 2,423,932
Travelers Group Inc. 1 11 54
----------- -----------
1,226,374 2,424,046
=========== ===========
Fixed income securities:
Federal Home Loan Mtg. Corp. 10.15%, due 4/15/06 9,073 9,193 9,239
=========== ===========
Other investments:
Participant loans with interest rates ranging from
7.0% to 10.0% 634,915 634,915
=========== ===========
Mutual funds:
Northern Trust Company Short-Term Extendable
Portfolio Fund 2,905,379 4,038,586 4,273,812
=========== ===========
MassMutual Guaranteed Investment
Contract, 6%, no set maturity 1,224,422 1,224,422
=========== ===========
Pooled Separate Investment Account:
MassMutual Value Equity Fund 353 879,443 1,562,696
=========== ===========
Total assets held for investment purposes $73,777,225 $75,893,422
=========== ===========
</TABLE>
Page 15
<PAGE> 16
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
TOTAL TOTAL
NUMBER OF NUMBER OF DOLLAR DOLLAR NET GAIN
PURCHASES SALES VALUE OF VALUE OF OR (LOSS)
PURCHASES SALES
<S> <C> <C> <C> <C> <C>
Single Transactions:
The One Group Prime Money Market Fund 1 $ 53,797,776
The One Group Prime Money Market Fund 1 3,738,610
Series of Transactions:
The One Group Prime Money Market Fund 319 254 93,299,404 $30,743,822
The Scotts Company 8 29 1,139,432 7,860,155 $ 6,634,349
Dresser Industries, Inc. 2 2 1,688,056 1,665,884 (22,172)
GTE 7 1 1,648,125 1,843,163 195,035
Sears Roebuck & Co. 20 2 1,969,835 1,511,062 (458,772)
Waste Management, Inc. 1 1 1,604,098 1,867,466 263,368
</TABLE>
Page 16
<PAGE> 17
THE SCOTTS COMPANY
PROFIT SHARING AND SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
For fiscal year ended December 31, 1997
INDEX TO THE EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------ ----------- ------
<S> <C> <C>
1 Consent of Independent Public Accountants 18
</TABLE>
Page 17
<PAGE> 1
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
The Scotts Company on Form S-8 (No. 33-47073) of our report dated June 16, 1998
of the statements of net assets available for benefits of The Scotts Company
Profit Sharing and Savings Plan as of December 31, 1997 and 1996 and the
related statements of changes in net assets available for benefits for the
years then ended which report is included in this Form 11-K.
Columbus, Ohio
June 29, 1998
