View:
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2002 -------------- THE SCOTTS COMPANY ------------------------------------- (Exact name of registrant as specified in its charter) OHIO 1-13292 31-1414921 ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO 43041 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (937) 644-0011 -------------- Index to Exhibits is on Page 3. Item 7. Financial Statements and Exhibits (a) None required. (b) None required. (c) Exhibits. 99.1 Statement Under Oath of Principal Executive Officer of The Scotts Company Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Financial Officer of The Scotts Company Regarding Facts and Circumstances Relating to Exchange Act Filings. Item 9. Regulation FD Disclosure On August 8, 2002, each of the Principal Executive Officer, James Hagedorn, and Principal Financial Officer, Patrick J. Norton, of The Scotts Company submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2). SIGNATURES 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 hereunto duly authorized. THE SCOTTS COMPANY Date: August 9, 2002 By: /s/ David M. Aronowitz --------------------------------- David M. Aronowitz, Executive Vice President, General Counsel and Secretary 2 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Statement Under Oath of Principal Executive Officer of The Scotts Company Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Financial Officer of The Scotts Company Regarding Facts and Circumstances Relating to Exchange Act Filings. 3
Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James Hagedorn, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of the Scotts Company, and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed): and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K of The Scotts Company for the fiscal year ended September 30, 2001; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Scotts Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to the foregoing. /s/ James Hagedorn Subscribed and sworn to James Hagedorn before me this 8th day of President, Chief Executive Officer August 2002. Date: August 8, 2002 /s/ A. Sue Hughes Notary Public My Commission Expires: June 4, 2006 4
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Patrick J. Norton, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of the Scotts Company, and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed): and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K of The Scotts Company for the fiscal year ended September 30, 2001; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Scotts Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to the foregoing. /s/ Patrick J. Norton Subscribed and sworn to Patrick J. Norton before me this 8th day of Executive Vice President & August 2002. Chief Financial Officer Date: August 8, 2002 /s/ A. Sue Hughes Notary Public My Commission Expires: June 4, 2006 5