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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 18, 1997
ACORN PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22717 22-3265462
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
390 Dublin Avenue
Columbus, Ohio 43215
(614) 222-4400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, Acorn Products, Inc. (the "Company")
hereby is filing a cautionary statement identifying important factors that could
cause the Company's actual results to differ materially from those projected in
forward looking statements of the Company made by or on behalf of the Company.
ITEM 7. EXHIBITS.
(c) EXHIBITS.
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EXHIBIT NO. DESCRIPTION
<S> <C>
99 Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995.
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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.
ACORN PRODUCTS, INC.
Date: November 12, 1999 By: /s/ John G. Jacob
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John G. Jacob, Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
<S> <C>
99 Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
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EXHIBIT 99
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we, Acorn Products, Inc., hereby
file these cautionary statements identifying important factors that could
cause our actual results to differ materially from those projected in
forward-looking statements, whether oral or written, made by us or on our
behalf. We wish to ensure that all forward-looking statements made by us or
on our behalf are accompanied by meaningful cautionary statements in order to
maximize to the fullest extent possible the protections of the safe harbor
established by the Reform Act. Accordingly, any such statements are qualified
in their entirety by reference to, and are accompanied by, the following
important factors, among others, that could cause our actual results to
differ materially from those projected in our forward-looking statements made
by us or on our behalf.
Statements that indicate our intentions, hopes, beliefs, expectations or
predictions of the future are forward-looking statements. It is important to
note that our actual results could differ materially from those projected in
such forward-looking statements due to, among other risks and uncertainties
inherent our business, the following important factors:
- Weather is the most significant factor in determining market demand
for our products and is inherently unpredictable. Inclement weather
during the spring gardening season and lack of snow during the
winter may have a material adverse effect on our business,
financial condition and results of operations.
- The lawn and garden industry is seasonal in nature, with a high
proportion of sales and operating income generated in January
through May. Accordingly, our sales tend to be greater during its
third and fourth fiscal quarters. As a result, our operating
results depend significantly on the spring selling season. To
support this sales peak, we must anticipate demand and build
inventories of finished goods throughout the fall and winter.
Accordingly, our levels of raw materials and finished goods
inventories tend to be at their highest, relative to sales, during
our first and second fiscal quarters. These factors increase
variations in our quarterly results of operations and potentially
expose us to greater adverse effects of changes in economic and
industry trends. Moreover, actual demand for our products may vary
substantially from the anticipated demand, leaving us with either
excess inventory or insufficient inventory to satisfy customer
orders.
- Our ten largest customers in the aggregate accounted for
approximately 50.7% of gross sales in fiscal 1999. A substantial
reduction or cessation of sales to these or other major customers
could have a material adverse effect on our business, financial
condition and results of operations.
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- Certain retail distribution channels in the lawn and garden
industry, such as mass merchants and home centers, are experiencing
consolidation. There can be no assurance that such consolidation
will not have an adverse impact on certain customers or result in a
substantial reduction or cessation of purchases of our products by
certain customers. In addition, we are facing increasing pressure
from retailers with respect to pricing, co-operative advertising
and other rebates as the market power of large retailers continues
to grow. There can be no assurance that such pressures will not
have an adverse impact on our business, financial condition and
results of operations.
- A key element of our growth strategy is to increase sales in
certain distribution channels that we believe are growing more
rapidly than the overall industry, such as home centers and mass
merchants through retailers such as Home Depot, Lowe's and Sears.
There can be no assurance that retailers in such distribution
channels will continue to open a significant number of new stores
or, if opened, that we will be chosen to supply our products to all
or a significant portion of such stores. In addition, there can be
no assurance that such stores will generate significant additional
sales for us or that such stores will not result in a reduction of
sales to our other customers, whether through consolidation or
otherwise.
- Our future growth and development is largely dependent upon the
services of A. Corydon Meyer, our President and Chief Executive
Officer, as well as our other executive officers. The loss of Mr.
Meyer's services, or the services of one or more of our other
executive officers, could have a material adverse effect on us.
- Our products require the supply of raw materials consisting
primarily of steel, plastics and ash wood. Although we have several
suppliers for most of our raw materials, there can be no assurance
that we will not experience shortages of raw materials or
components essential to our production processes or be forced to
seek alternative sources of supply. In addition, there can be no
assurance that prices for such materials will remain stable. Any
shortages of raw materials may result in production delays and
increased costs which could have a material adverse effect on our
business, financial condition and results of operations.
- All aspects of the lawn and garden industry, including attracting
and retaining customers and pricing, are highly competitive. We
compete for customers with large consumer product manufacturers and
numerous other companies that produce specialty home and garden
products, as well as with foreign manufacturers that export their
products to the U.S. Many of these competitors are larger and have
significantly greater financial resources than us. There can be no
assurance that increased competition in the lawn and garden
industry, whether from existing competitors, new domestic
manufacturers or additional foreign
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manufacturers entering the U.S. market, will not have a material
adverse effect on our business, financial condition and results of
operations.
- Most of our hourly employees are covered by collective bargaining
or similar labor agreements. We currently are a party to four such
agreements, one of which expires in 2001 and three of which expire
in 2002. There can be no assurance that we will be successful in
negotiating new labor contracts on terms satisfactory to us or
without work stoppages or strikes. A prolonged work stoppage or
strike at any of our facilities could have a material adverse
effect on our business, financial condition and results of
operations.
- We are subject to various federal, state, and local environmental
laws, ordinances and regulations governing, among other things,
emissions to air, discharge to waters and the generation, handling,
storage, transportation, treatment and disposal of hazardous
substances and wastes. We have made, and will continue to make,
expenditures to comply with these environmental requirements and
regularly review our procedures and policies for compliance with
environmental laws. We also have been involved in remediation
actions with respect to certain facilities. Amounts expended by us
in such compliance and remediation activities have not been
material to us. However, current conditions and future events, such
as changes in existing laws and regulations, may give rise to
additional compliance or remediation costs that could have a
material adverse effect on our business, financial condition or
results of operations. Furthermore, as is the case with
manufacturers in general, if a release of hazardous substances
occurs on or from our properties or any associated offsite disposal
location, or if contamination from prior activities is discovered
at any of our properties, we may be held liable and the amount of
such liability could be material.
- New housing starts often represent an addition to the overall
number of consumers in the lawn and garden tool market and,
accordingly, an increase in demand. Similarly, government spending
on highways, bridges and other construction projects often
represents an increase in demand for long handled tools. A decline
in housing starts or government spending on construction projects
could result in a decrease in demand for our products and,
accordingly, could have a material adverse effect on our business,
financial condition and results of operations.
- Adverse changes in general economic conditions in the United
States, including the level and availability of consumer debt, the
level of interest rates and consumer sentiment regarding the
economy in general, could result in a decrease in demand for our
products and, accordingly, could have a material adverse effect on
our business, financial condition and results of operations.
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The factors set forth above are not exhaustive. Further, any
forward-looking statement speaks only as of the date on which such statement
is made, and we will not undertake, and specifically decline, any obligation
to publicly release the results of any revisions which may be made to any
forward-looking statement to reflect events or circumstances after the date
on which such statement is made or to reflect the occurrence of anticipated
or unanticipated events. New factors emerge from time to time and it is not
possible for our management to predict all of such factors, nor can they
assess the impact of each such factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Therefore,
forward-looking statements should not be relied upon as a prediction of
actual future results.
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