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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
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AMENDMENT NO. 1 TO FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JANUARY 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 1-7484
EKCO GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 11-2167167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
98 SPIT BROOK ROAD
NASHUA, NEW HAMPSHIRE 03062
(Address of principal executive offices) (Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 888-1212
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. /X/
The aggregate market value of the shares of voting capital stock held by
non-affiliates (without admitting that any person whose shares are not included
in determining such value is an affiliate) was approximately $128 million based
upon the closing price of the shares on the New York Stock Exchange Composite
Tape on March 21, 1994.
As of March 21, 1994, there were issued and outstanding 17,848,317 shares
of Common Stock of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the fiscal
year ended January 2, 1994: Parts I and II. Portions of the registrant's
definitive proxy statement with respect to the Annual Meeting of Stockholders to
be held on May 17, 1994: Part III.
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The undersigned registrant hereby amends Item 3. Legal
Proceedings, of its Annual Report on Form 10-K for the fiscal year ended
January 2, 1994, Commission File No. 1-7484, as set forth in the pages attached
hereto. This amendment is being filed solely to replace the inadvertently
omitted phrase "by issuance of an administrative" before "complaint" in the
first sentence of the second paragraph thereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
EKCO GROUP, INC
(Registrant)
Date: April 20, 1994 By: LINDA R. MILLMAN
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Linda R. Millman
Associate General Counsel
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Item 3. LEGAL PROCEEDINGS
Environmental Regulation and Claims
From time to time, the Company has had claims asserted against it by
regulatory agencies or private parties for environmental matters relating to
the generation or handling of hazardous substances by the Company or its
predecessors and has incurred obligations for investigations or remedial
actions with respect to certain of such matters. While the Company does not
believe that any such claims asserted or obligations incurred to date will
result in a material adverse effect upon the Company's financial position,
results of operations or liquidity, the Company is aware that, with respect to
its operating facilities at Massillon, Ohio (more fully described below),
Hamilton, Ohio and Easthampton, Massachusetts (more fully described in Note 14
of Notes to Consolidated Financial Statements appearing in Exhibit 13 and
incorporated herein by reference), Hudson, New Hampshire and Lititz,
Pennsylvania, hazardous substances or oil have been detected and that
additional investigation will be, and remedial action will or may be, required.
Operations at these and other facilities currently or previously owned or
leased by the Company utilize, or in the past have utilized, hazardous
substances. There can be no assurance that activities at these or any other
facilities or any future facilities owned or operated by the Company may not
result in additional environmental claims being asserted against the Company or
additional investigations or remedial actions being required.
Prior to the Company's acquisition of Ekco Housewares ("Housewares")
in 1987, Housewares' Massillon, Ohio steel bakeware manufacturing facility was
the subject of administrative proceedings before the United States
Environmental Protection Agency by issuance of an administrative complaint
alleging violations of the Resource Conservation and Recovery Act ("RCRA")
resulting from operation of a wastewater lagoon at the facility. American Home
Products Corporation ("AHP"), a former owner of Housewares, pursuant to an
indemnity agreement (the "Indemnity Agreement") with Housewares relating to
acts occurring prior to September 7, 1984, assumed the costs of remediation
measures in addition to the defense of the administrative proceedings with
federal and state environmental protection agencies, as well as preparation of
closure plans and other plans called for as a result of these proceedings.
While AHP has acknowledged its full responsibility under the Indemnity
Agreement with respect to the wastewater lagoon, it has asserted that
Housewares should contribute to the cost of a remediation study and certain
remediation measures to the extent that Housewares exacerbated contamination at
the facility since September 7, 1984. Housewares has denied that it has
exacerbated contamination at the facility since such date. AHP and Housewares
have agreed to allocate such costs in proportion to their respective
responsibilities based on the results of an engineering study but in no event
will Housewares' share with respect to the wastewater lagoon exceed the lesser
of 25% of the total cost or $750,000. The Company is unable to determine to
what extent, if any, it will be responsible to contribute to such costs but the
Company does not believe that any such contribution that it may be required to
make will have a material adverse effect on its financial position.
In June 1992, the United States filed an action in the U.S. District
Court for the Northern District of Ohio against Housewares seeking penalties
and injunctive relief and alleging violations as a result of an alleged failure
to provide certain closure and post-closure financial assurances with respect
to the Massillon, Ohio site. Pursuant to the Indemnity Agreement and a
confirmatory letter from AHP to Housewares on December 19, 1988 (the "Indemnity
Documents"), AHP conducted and controlled all matters relating to such
financial assurances and the defense of the action filed in June 1992. In
January 1994, the court entered judgment in the amount of $4.6 million in the
lawsuit. AHP has filed a notice of appeal on behalf of Housewares. In March
1994, AHP informed Housewares that, should it be unsuccessful in its appeal, it
would attempt to hold Housewares responsible for a portion of the
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penalties (approximately $600,000, exclusive of interest) arising from
Housewares' alleged delay in furnishing certain information to the Ohio
Environmental Protection Agency. In March 1994, Housewares notified AHP that
Housewares denies all liability and that AHP is liable for all liabilities,
losses, costs or damages arising from the lawsuit pursuant to the Indemnity
Documents. The Company is unable to predict the result of the appeal or AHP's
attempts to obtain contribution from Housewares, but the Company does not
believe that any such liability will have a material adverse effect on its
financial position.
Litigation
From time to time, the Company is a party to litigation and other
legal proceedings, including product liability claims. In many cases, claims
are partially or fully covered by insurance. Although the outcome of such
proceedings cannot be determined with certainty, the Company believes that the
final outcome of such proceedings will not have a material adverse effect on
the Company, after taking into account proceeds of available insurance.
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