Exhibit 99.2
Page 1 of 3
WKI HOLDING COMPANY, INC.
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in such forward-looking
statements. WKI Holding Company, Inc. ("WKI") desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and is filing this Form 8-K in order to do so.
Forward looking statements are necessarily dependent upon assumptions,
estimates and data that may be incorrect or imprecise and involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of WKI or any of its subsidiaries,
or industry results, to differ materially from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Although WKI believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Accordingly, WKI hereby identifies the following
important factors as some of the factors that could cause WKI's financial
results to differ materially from any such results that might be projected,
forecast, estimated or budgeted by WKI in forward-looking statements:
(a) Heightened competition, including specifically competition from
low-cost, foreign competitors, the intensification of price
competition and the development and introduction of new products;
(b) Higher selling, general and administrative expenses, including
advertising and promotion;
(c) Significant indebtedness of WKI;
(d) Inability of WKI to continue to streamline its business and to reduce
its current cost structure;
(e) Difficulties in integrating the manufacturing operations and
administrative infrastructure of acquired companies with those of WKI
including, without limitation, EKCO Group, Inc. and General
Housewares Corp.;
(f) Need to introduce products that represent an improvement over
existing products, or which are more successful than
competitors' innovations;
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Exhibit 99.2
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(g) Failure to obtain new customers or retain existing key customers or
the effects of
(h) inventory reductions by key accounts;
(i) Ability to maintain and increase shelf space for our products at
key accounts;
(j) Inability to carry out domestic and foreign marketing and sales plans;
(k) Decline in, or inability to increase, international sales due to
economic disruptions in certain foreign countries, or due to
fluctuations in currency exchange rates;
(l) Increased manufacturing costs, especially the cost of raw materials;
(m) Loss of the services of one or more key personnel;
(n) Changes in operating strategy or development plans;
(o) Any protracted labor relations dispute, including inability to renew
collective bargaining agreements;
(p) Changes in WKI's capital expenditures plan;
(q) Continued consolidation in the retail industry;
(r) General domestic and foreign economic downturns;
(s) Changes in or failure to comply with government regulations;
(t) Potential for conflict between majority shareholders' interests and
those of other investors;
(u) Loss of exclusive rights to use, royalty free, various intellectual
property rights under certain licensing agreements with Corning
Incorporated;
(v) Potential increases in discounts to customers due to distribution
delays; and
(w) Ability to obtain adequate liquidity for operations and capital
expenditure program.
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Exhibit 99.2
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The foregoing review of factors pursuant to the Private Litigation
Securities Reform Act of 1995 should not be construed as exhaustive or as any
admission regarding the adequacy of disclosures made by WKI prior to this
filing. All subsequent written and oral forward-looking statements attributable
to WKI or persons acting on its behalf are expressly qualified in their entirety
by such factors.
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