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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EKCO GROUP, INC.
(Name of Subject Company)
EG TWO ACQUISITION CO.
CCPC ACQUISITION CORP.
AND
BORDEN, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
AND
SERIES B ESOP CONVERITBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
282636109
(CUSIP Number of Common Stock)
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WILLIAM F. STOLL, JR., ESQ.
BORDEN, INC.
180 EAST BROAD STREET
COLUMBUS, OHIO 43215
TELEPHONE: (614) 225-4313
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
DAVID J. SORKIN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This amendment amends and supplements the Tender Offer Statement on Schedule
14D-1 filed on August 11, 1999 (as amended, the "Schedule 14D-1") relating to
the offer by EG Two Acquisition Co., a Delaware corporation (the "Purchaser"),
and a subsidiary of CCPC Acquisition Corp., a Delaware corporation (the
"Parent"), and an affiliate of Borden, Inc., a New Jersey corporation
("Borden"), to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share (the "Common Stock") including the associated preferred stock
purchase rights (the"Rights") issued pursuant to the Rights Agreement dated
March 27, 1987, as amended on June 9, 1988, January 10, 1989, March 23, 1992 and
December 22, 1992 and as amended and restated as of March 21, 1997 and as
amended on August 4, 1999 (as so amended, the "Rights Agreement") between the
Company and American Stock Transfer & Trust Company, as rights agent (the
"Rights Agent'), and all of the outstanding shares of Series B ESOP Convertible
Preferred Stock, par value $0.01 per share (the "ESOP Preferred Stock"), and
together with the Common Stock, the "Shares"), of EKCO Group, Inc., a Delaware
corporation (the "Company"), at a purchase price of $7.00 per Share (including,
if applicable, the associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 11, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned to them in the Offer to
Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
On September 9, 1999, the Parent issued a press release announcing that the
Offer had expired, as scheduled, at 12:00 Midnight, New York City time, on
Wednesday, September 8, 1999, and that the Purchaser had accepted for purchase
all Shares (including, if applicable, Rights) validly tendered and not withdrawn
prior to the expiration of the Offer. The full text of the press release is set
forth in Exhibit 11(a)(10) and is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On September 9, 1999, pursuant to the terms of the Offer, the Purchaser
accepted for purchase 18,117,823 shares of Common Stock (and Rights) and 856,627
shares of ESOP Preferred Stock and had received notices of guaranteed delivery
for an additional 128,084 shares of Common Stock (and Rights). The aggregate of
19,102,535 Shares represents approximately 93.8% of the total number of Shares,
based on 20,348,518 Shares outstanding.
Pursuant to the Merger Agreement, the Purchaser intends to merge itself into
the Company in accordance with the DGCL as promptly as practicable. As a result
of the Merger, the Company will become a subsidiary of the Parent and each
outstanding Share (other than Shares owned by the Company (as treasury stock or
otherwise) or owned by the Parent or the Purchaser or by any other direct or
indirect wholly-owned subsidiary of the Parent or the Purchaser and Shares owned
by stockholders who have properly exercised appraisal rights under the DGCL)
shall be cancelled, extinguished and converted into the right to receive $7.00
per Share in cash, without interest and less any required withholding taxes.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Items 5 and 6 is
hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10)Press Release issued by the Parent on September 9, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
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BORDEN, INC.
By: /s/ WILLIAM H. CARTER
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Name: William H. Carter
Title: Executive Vice President
and
Chief Financial Officer
CCPC ACQUISITION CORP.
By: /s/ PHYLLIS R. YEATMAN
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Name: Phyllis R. Yeatman
Title: President, Treasurer and
Secretary
EG TWO ACQUISITION CO.
By: /s/ PHYLLIS R. YEATMAN
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Name: Phyllis R. Yeatman
Title: Vice President and
Assistant Treasurer
</TABLE>
Date: September 9, 1999
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EXHIBIT INDEX
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11(a)(10) Press release issued by the Parent on September 9, 1999
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Contact: David T. Lanzillo
Corning Consumer Products
(607) 377-8259
[email protected]
Anthony P. Deasey
Corning Consumer Products
Chief Financial Officer
(607) 377-8005
CCPC ACQUISITION CORP. COMPLETES TENDER OFFER FOR EKCO GROUP, INC.
WILMINGTON, Del., September 9, 1999--CCPC Acquisition Corp. (the parent of
Corning Consumer Products Company) announced today that it has successfully
completed its tender offer for the shares of EKCO Group, Inc. (AMEX:EKO) at a
price of $7.00 per share.
Based on information provided by the Depositary, 18,245,907 shares of common
stock and 856,627 shares of Series B ESOP convertible preferred stock of EKCO
Group were validly tendered and not properly withdrawn pursuant to the tender
offer (including 128,084 shares of common stock subject to guarantees of
delivery), which expired yesterday, September 8, at 12:00 midnight, New York
City time. The shares tendered and accepted for payment represent approximately
93 percent of the EKCO Group outstanding shares.
CCPC Acquisition expects to effect its merger with EKCO Group as promptly as
possible following payment for the accepted shares, which is scheduled for next
week. All remaining EKCO Group shares would then be converted into the right to
receive the same purchase price of $7.00 per share.
Peter F. Campanella, President and Chief Executive Officer of Corning
Consumer Products, said, "We're delighted to bring EKCO Group's metal bakeware
and kitchen tools brands into our portfolio of consumer products. The pending
acquisition of General Housewares Corp. (NYSE:GHW), announced last month and
expected to be completed during the fourth quarter, will provide us with an even
broader range of branded kitchen housewares.
"We'll be approaching a billion dollars in combined annual sales,"
Campanella continued, "and competing in the marketplace with greater
efficiencies and effectiveness in everything we do, from design and
manufacturing through distribution and administrative operations."
Corning Consumer Products Company has been an affiliate of Borden, Inc. and
a member of the Borden Family of Companies since April 1998. Each member of the
Borden Family is privately owned by its own management and by affiliates of the
investment firm Kohlberg Kravis Roberts & Co.
Headquartered in Elmira, N.Y., Corning Consumer Products Company markets
housewares products under the CORNINGWARE-REGISTERED TRADEMARK-,
CORELLE-REGISTERED TRADEMARK-, REVERE-REGISTERED TRADEMARK-,
PYREX-REGISTERED TRADEMARK- and VISIONS-REGISTERED TRADEMARK- brand names. The
company posted sales of $533 million in 1998, employs approximately 3,000 people
and has facilities in Asia, Australia, Latin America and the United States.
EKCO Group, Inc. is a leading manufacturer and marketer of branded consumer
products that are broadly marketed primarily through major mass merchant,
supermarket, home, hardware, specialty and department stores. The product line
consists of household items including bakeware, kitchenware, pantryware, brooms,
brushes and mops, as well as nonpoisonous and low-toxic household pest control
products, small-animal care and control products, and pet supplies and
accessories. The company posted sales of $328 million in fiscal 1998 and employs
approximately 1,150 people.
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