Registration No. 333-163330

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

þ		CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368
(I.R.S. Employer Identification No.)

800 Nicollet Mall, Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

Scott Miller
U.S. Bank National Association
10 West Broad Street
Columbus, OH 43215
(614) 849-3402
(Name, address and telephone number of agent for service)

The Scotts-Miracle Gro Company*

(Exact name of obligor as specified in its charter)

Ohio		31-1414921
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14111 Scottslawn Road, Marysville, Ohio		43041
(Address of principal executive offices)		(Zip Code)

Senior Debt Securities
Guarantees of Senior Debt Securities
(Title of the indenture securities)

 

 

TABLE OF ADDITIONAL OBLIGORS

		State or Other Jurisdiction
Exact Name of Additional Obligor as		of Incorporation or		I.R.S. Employer
Specified in its Charter(1)		Organization		Identification Number
EG Systems, Inc.(1)		Indiana		35-1937875
Gutwein & Co., Inc.(1)		Indiana		35-0864689
Hyponex Corporation(1)		Delaware		31-1254519
Miracle-Gro Lawn Products, Inc.(1)		New York		11-3186421
OMS Investments, Inc.(2)		Delaware		51-0357374
Rod McLellan Company(1)		California		94-1439564
Sanford Scientific, Inc.(1)		New York		16-1279959
Scotts Manufacturing Company(1)		Delaware		42-1508875
Scotts Products Co.(1)		Ohio		31-1269080
Scotts Professional Products Co.(1)		Ohio		31-1269066
Scotts-Sierra Crop Protection Company(1)		California		77-0153275
Scotts-Sierra Horticultural Products Company(1)		California		94-1634227
Scotts-Sierra Investments, Inc.(3)		Delaware		51-0371209
Scotts Temecula Operations, LLC(1)		Delaware		33-0978312
SMG Growing Media, Inc.(1)		Ohio		20-3544126
Smith & Hawken, Ltd.(1)		Delaware		06-1359589
Swiss Farms Products, Inc.(4)		Delaware		88-0407223
The Scotts Company LLC(1)		Ohio		31-1414921

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the trustee:

	a)		Name and address of each examining or supervising authority to which it is subject.
			Comptroller of the Currency Washington, D.C.
	b)		Whether it is authorized to exercise corporate trust powers.
			Yes

Item 2.		AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation.
		None

Items 3-15.

Items 3-15 are not applicable because, to the best of the trustee’s knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

Exhibit
Number		Description
1		A copy of the Articles of Association of the Trustee *
2		A copy of the certificate of authority of the Trustee to commence business *
3		A copy of the certificate of authority of the Trustee to exercise corporate trust powers *
4		A copy of the existing bylaws of the Trustee **
6		The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 †
7		Report of Condition of the Trustee as of September 30, 2009 published pursuant to law or the requirements of its supervising or examining authority †

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 29th day of December, 2009.

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 29, 2009

Exhibit 7

U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/2009

($000’s)

		9/30/2009
Assets
Cash and Balances Due From Depository Institutions		$	5,280,939
Securities			40,563,378
Federal Funds			3,740,525
Loans & Lease Financing Receivables			179,125,128
Fixed Assets			4,619,442
Intangible Assets			12,762,329
Other Assets			13,851,241
Total Assets		$	259,942,982
Liabilities
Deposits		$	180,624,239
Fed Funds			10,951,345
Treasury Demand Notes			0
Trading Liabilities			469,006
Other Borrowed Money			28,305,774
Acceptances			0
Subordinated Notes and Debentures			7,779,967
Other Liabilities			6,311,437
Total Liabilities		$	234,441,768
Equity
Minority Interest in Subsidiaries		$	1,640,987
Common and Preferred Stock			18,200
Surplus			12,642,020
Undivided Profits			11,200,007
Total Equity Capital		$	25,501,214
Total Liabilities and Equity Capital		$	259,942,982

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

December 29, 2009