ITEM 6.                              EXHIBITS AND REPORTS ON FORM 8-K.

a.                                        The Exhibit Index begins on page 47.

b.                                       Reports on Form 8-K.

On February 11, 2004, we furnished a Current Report on Form 8-K under Item 12 to announce our earnings for the quarter and year ended December 31, 2003.

On February 12, 2004, we furnished a Current Report on Form 8-K under Item 12 to disclose responses to participant questions on our quarterly conference call to discuss earnings for the quarter and year ended December 31, 2003.

On March 12, 2004, we filed a Current Report on Form 8-K under Item 5 to announce our execution of a definitive agreement to acquire The Nu-Gro Corporation and our plans to refinance our existing senior credit facility with a new senior credit facility.

On April 30, 2004, we filed a Current Report on Form 8-K under Item 2 to announce our closing of the Nu-Gro acquisition, the closing of the refinancing of our new senior credit facility and the repurchase of all of our outstanding shares of Class A nonvoting preferred stock.

On May 14, 2004, we furnished a Current Report on Form 8-K under Item 12 to announce our earnings for the quarter ended March 31, 2004.

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