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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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OMB APPROVAL
OMB Number 3235-0145
Expires: August 31, 1991
Estimated average burden
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________________)*
Ekco Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
282 636 109
(CUSIP Number)
Robert Stein, Ekco Group, Inc., 98 Spit Brook Rd., Suite 102,
Nashua, NH 03062
(603) 888-1212
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for the other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10 Pages
Exhibit Index on Page 9
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CUSIP NO. 282 636 109 13D PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT STEIN - Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/x/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER 848,708
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 167,088
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 575,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 167,088
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
Excludes 200 shares beneficially owned by the children of
the reporting person, as to which the reporting person
disclaims beneficial ownership pursuant to Rule 13d-4.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 282 636 109 13D PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELAINE R. STEIN - Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 167,088
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 167,088
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,088
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
Excludes 848,708 shares which may be deemed beneficially
owned by the reporting person, and 200 shares
owned by the reporting person's children, as to which the
reporting person disclaims beneficial ownership
pursuant to Rule 13d-4.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement is being filed with respect to 1,015,796 shares of
common stock, $.01 par value, of the Issuer, which may be deemed beneficially
owned by Robert Stein and Elaine R. Stein.
Item 1. Security and Issuer
Title and Class of the Issuer's Equity Securities:
Common Stock, $.01 par value per share, of the Issuer ("Common
Stock").
Name and Address of the Principal Executive Offices of the Issuer:
Ekco Group, Inc.
98 Spit Brook Road, Suite 102
Nashua, New Hampshire 03062
Item 2. Identity and Background
I. ROBERT STEIN
(a) Name: Robert Stein
(b) Residence: 30 Blood Road
Andover, MA 01810
(c) Principal Occupation:
Robert Stein is President and Chief Executive Officer
of the Issuer.
Address of the Issuer
Ekco Group, Inc.
98 Spit Brook Road, Suite 102
Nashua, New Hampshire 03062
Principal Business of the Issuer:
The Issuer is a manufacturer of diversified
brand-name consumer products which are marketed
through mass merchant, supermarket and hardware
stores. Its product lines include metal bakeware,
kitchen tools and gadgets, non-poisonous household
pest control products, plastic storage products,
small animal care and control products, and brushes,
brooms and mops.
Page 4 of 10 Pages
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(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: United States of America
II. ELAINE R. STEIN
(a) Name: Elaine R. Stein - Elaine R. Stein is the wife
of Robert Stein.
(b) Residence: 30 Blood Road
Andover, MA 01810
(c) Principal Occupation: Homemaker
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration
The 1,015,796 shares of capital stock of the Issuer which are the
subject of this filing are owned as follows:
(1) 102,672 shares of Common Stock are owned by Robert Stein and
were acquired by him through purchases made pursuant to the
Issuer's 1984 and 1985 Restricted Stock Plans. All of such
shares are held in escrow, are subject to repurchase by the
Issuer, and are subject to certain transfer restrictions. The
source of funds for these shares was Robert Stein's personal
funds. Elaine Stein may be deemed to be the beneficial owner
of such shares;
(2) 2,386 shares of Common Stock and 12,291 shares of Series B
ESOP Convertible Preferred Stock ("ESOP Preferred Stock"),
convertible one-for-one into Common Stock, are held for the
benefit of Robert Stein by the Trust of the Ekco Group, Inc.
Employee Stock Ownership Plan (the "ESOP"). Such shares were
acquired by Robert Stein as a part of his compensation for his
employment with the Issuer. Elaine R. Stein may be deemed to
be the beneficial owner of such shares;
Page 5 of 10 Pages
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(3) 731,359 shares of Common Stock represents the number of shares
issuable to Robert Stein upon the exercise of stock options
granted to him by the Issuer, all of which are currently
exercisable. The shares issuable upon exercise of 156,359 of
such options are subject to repurchase by the Issuer. Elaine
R. Stein may be deemed to be the beneficial owner of such
shares;
(4) 200 shares of Common Stock are owned by Robert and Elaine R.
Stein's children. Robert and Elaine R. Stein disclaim
beneficial ownership of such shares;
(5) 167,088 shares of Common Stock are owned jointly by Robert
Stein and Elaine R. Stein.
Item 4. Purpose of Transaction
The securities of which Robert Stein acknowledges beneficial ownership
were acquired by him as part of his compensation for services, and, generally,
in the ordinary course of his personal affairs. The securities of which Elaine
R. Stein acknowledges beneficial ownership were acquired and/or are currently
held by her jointly with Robert Stein in the ordinary course of her personal
affairs.
With respect to both the shares of which Robert Stein and Elaine R.
Stein acknowledge beneficial ownership and those shares of which each disclaims
beneficial ownership, neither Robert Stein nor Elaine R. Stein has any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, any change in the number or term of directors, or
the filling of any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
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(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of capital stock of the Issuer
of which Robert Stein acknowledges beneficial ownership is
1,015,796. Of such shares, 167,088 shares of Common Stock are
owned jointly by Robert Stein and Elaine R. Stein. Robert
Stein owns individually the remaining 848,708 shares as
follows: 102,672 shares of Common Stock are held in escrow
pursuant to the terms of the Issuer's 1984 and 1985 Restricted
Stock Plans; 2,386 shares of Common Stock and 12,291 shares of
ESOP Preferred Stock are held by the Trust of the ESOP;.and
731,359 shares of Common Stock are covered by currently
exercisable stock options, of which 156,359 of such shares are
subject to repurchase by the Issuer. Elaine R. Stein may be
deemed to be the beneficial owner of the foregoing 848,708
shares of capital stock of the Issuer owned by Robert Stein.
The 1,015,796 shares (assuming conversion of the ESOP
Preferred Stock and exercise of the options) represent 5.3% of
the outstanding shares of capital stock of the Issuer based on
Robert Stein's best knowledge and belief.
Robert Stein and Elaine Stein disclaim beneficial ownership of
200 shares of Common Stock owned by their children.
(b) Robert Stein possesses sole voting power with respect to
848,708 shares of the 1,015,796 shares of capital stock of the
Issuer which he acknowledges beneficial ownership and sole
dispositive power with respect to 575,000 of such shares.
Robert Stein and Elaine R. Stein possess joint voting and
dispositive power with respect to the 167,088 shares of Common
Stock which they own jointly. Robert Stein possesses no
dispositive power with respect to the 102,672 shares of Common
Stock subject to repurchase by the Issuer, the 2,386 shares of
Common Stock and 12,291 shares of ESOP Preferred Stock held by
the Trust of the ESOP, or the 156,359 shares of Common Stock
covered by options which are subject to repurchase by the
Issuer.
Page 7 of 10 Pages
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Neither Robert Stein nor Elaine R. Stein possess any voting or
dispositive power with respect to the 200 shares of Common
Stock owned by their children.
(c) During the past sixty days, Robert Stein and Elaine Stein have
effected the following transactions:
On February 8, 1995 and March 31, 1995, Robert Stein
acquired 96,080 shares and 490 shares, respectively, of
Common Stock pursuant to the Issuer's 1984 and 1985 Restricted
Stock Plans.
(d) Except for the shares of capital stock of the Issuer of which
Robert Stein acknowledges beneficial ownership and which are
held by the Trust of the ESOP, and except for the shares
which Robert Stein and Elaine Stein own jointly, no other
person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities owned by either Robert Stein or Elaine
R. Stein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
With respect to the shares of capital stock of the Issuer which Robert
Stein and Elaine R. Stein acknowledge beneficial ownership, and the 200 shares
of Common Stock owned by the children of Robert Stein and Elaine R. Stein, of
which they disclaim beneficial ownership, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Robert Stein or
Elaine R. Stein and any person.
Item 7. Material to be Filed as Exhibits
1. Agreement Regarding Joint Filing
Signature
After reasonably inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
/s/ Robert Stein
Date: March 31, 1995 ___________________________________
Robert Stein
/s/ Elaine R. Stein
Date: March 31, 1995 ___________________________________
Elaine R. Stein
Page 8 of 10 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
1 Agreement between Robert Stein and 10
Elaine R. Stein regarding the filing of
this joint acquisition statement as
required by Rule 13d-1(f)
</TABLE>
Page 9 of 10 Pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need by filed with respect to the
ownership by each of the undersigned of shares of capital stock of Ekco Group,
Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 31st day of March, 1995.
/s/ Robert Stein
________________________________________
Robert Stein
/s/ Elaine R. Stein
________________________________________
Elaine R. Stein
Page 10 of 10 Pages
