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THIS IS A CONFIRMING ELECTRONIC COPY OF A DOCUMENT
FILED IN PAPER FORMAT ON FEBRUARY 14, 1994
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
EKCO GROUP, INC.
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
282636 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
*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).
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CUSIP NO. 282636 10 9 13G Page 2 of 7 Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUST OF THE EKCO GROUP, INC. EMPLOYEES' STOCK OWNERSHIP PLAN
02-0440870
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Items 2(d), 4(c) and 6.
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
To the extent that state law applies, the provisions of the Plan will be
construed, enforced and administered to the laws of the state of Delaware.
================================================================================
NUMBER OF 5 SOLE VOTING POWER
-0- See Item 4(c).
SHARES ---------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
2,497,184 See Item 4(c).
OWNED BY ---------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
-0- See Item 4(c).
REPORTING ---------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
2,497,184 See Item 4(c).
===============================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,497,184 See Item 4(c).
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENATIVE BY AMOUNT IN ROW 9
12.8% See Item 4(b) and (c).
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT
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Item 1(a) Name of Issuer
--------------
Ekco Group, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
98 Spit Brook Road
Nashua, New Hampshire 03062
Item 2(a) Name of Person Filing
---------------------
Trust of the Ekco Group, Inc. Employees' Stock
Ownership Plan (the "Plan")
Item 2(b) Address of Principal Business Office or, if none, Residence
-----------------------------------------------------------
c/o Ekco Group, Inc.
98 Spit Brook Road
Nashua, New Hampshire 03062
Item 2(c) Citizenship
-----------
To the extent that state law applies, the provisions of the
Plan will be construed, enforced, and administered according
to the laws of the State of Delaware.
Item 2(d) Title of Class of Securities
----------------------------
Common Stock, $.01 par value per share ( the "Common Stock")
The filing person is a trust which holds, for the benefit of
employees of the issuer who are participants in the Plan, (i) shares of
Common Stock, and (ii) shares of Series B ESOP Convertible Preferred
Stock, $.01 par value per share ("ESOP Preferred Stock"), each
share of which is immediately convertible by the owner into one share
of Common Stock at the option of the owner, as set forth in full in
the Certificate of Designations of the ESOP Preferred Stock as filed
with the Secretary of State of the State of Delaware on February 28,
1989 and as Exhibit 3.1(d) to the Company's Form 10-K for the year
ended January 1, 1989 (the "Certificate of Designations").
Page 3 of 7 pages
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Item 2(e) CUSIP Number
------------
282636 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a
-----------------------------------------------------
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [x] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
[SECTION]240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
[SECTION]240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with [SECTION]240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
---------
(a) Amount Beneficially Owned: 1,647,763 shares of ESOP
Preferred Stock and 849,421 shares of Common Stock,
or a total of 2,497,184 shares.
(b) Percent of Class: 12.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 2,497,184
The Plan provides that each of the participants in the Plan may vote any
shares which have been allocated to his account. Pursuant to the Plan, each of
the participants (or his beneficiary if the participant is deceased) instructs
the plan administrator as to the manner in
Page 4 of 7 Pages
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which the trustee is to vote any shares and fractional shares allocated to the
participant's account on any issue. The Plan provides that the plan
administrator must relay participants' instructions to the Trustee, and the
Trustee must vote allocated shares in accordance with participants'
instructions. In the case of shares which have not been allocated to a
participant's account, the Plan provides that the trustee must vote the shares
in the same proportion as shares in participants' accounts for which the plan
administrator received valid instructions.
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition
of: 2,497,184
Pursuant to the Plan, in the event of any offer by one or more persons
alone or in conjunction with others to purchase, with cash or by exchange,
one percent (1%) or more of the issued and outstanding voting securities of
the Company, each participant (or beneficiary if the participant is deceased)
will direct the plan administrator (on a confidential basis) as to whether
the trustee should tender the shares and fractional shares allocated to the
participant's account. The Plan provides that the plan administrator will
relay such directions to the trustee, and the trustee must follow such
directions. In the case of shares allocated to participants' accounts for
which participants (or, when appropriate, beneficiaries) do not provide timely
tender or exchange instructions, the Plan provides that the participants
(or beneficiaries) will be deemed to have instructed that the shares not be
tendered or exchanged. In the case of shares which have not been allocated to
participants' accounts, the Plan provides that the trustee must tender or
exchange such shares in the same proportion as the shares which were allocated
to participants' accounts.
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
--------------------------------------------------------------
The filing person is a trust which holds shares of Common
Stock and shares of ESOP Preferred Stock (see Item 2(d) above) for the
benefit of employees of the issuer who are participants in the Plan. Dividends
declared on ESOP Preferred Stock and Common Stock may be (i) paid to
participants as compensation, (ii) used to reduced Plan indebtedness, subject to
allocations of shares equal to the discharged indebtedness to participants'
accounts, or (iii) allocated to participants" accounts for investment in assets
other than ESOP Preferred Stock or Common Stock. In addition, pursuant to the
Plan and the Certificate of Designations, upon the conversion of shares of ESOP
Preferred Stock into Common Stock, the Company will issue together with each
such share of Common Stock one Preferred Share Purchase Right to acquire one
one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, par value $.01 per share (or other securities in lieu
thereof), pursuant to the Rights Agreement dated
Page 5 or 7 pages
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as of March 27, 1987, as amended, between the Company and American Stock
Transfer and Trust Company, as successor Rights Agent (filed as Exhibit 4.2(c)
to the Company's Form 10-K for the year ended December 28, 1986, Exhibits
4.2(a)(2) and 4.2(a)(3) to the Company's Form 10-K for the year ended January 1,
1989, Exhibit 4.2(b) to the Company's Form 10-K for the year ended December 29,
1991, and Exhibit 9 to the Company's Form 8-A as amended by Form 8 dated
January 8, 1993), which rights are not presently exercisable.
Pursuant to the Plan, participants in the Plan also have the right,
upon termination of their employment, reaching the age of 59 1/2 or death (i)
to have transferred to such participant, or to his beneficiaries in the case of
death, all shares of Common stock to which such participant is entitled, with
cash payment for any fractional shares; (ii) to receive one share of Common
Stock for each share of ESOP Preferred Stock, and, if such participants desire,
to sell such Common Stock and to receive proceeds therefrom; (iii) to sell such
ESOP Preferred Stock to the Company at the price set forth in the Certificate
of Designations; or (iv) to defer payment until not later than the time
required for payment of minimum distributions under the Plan. An additional
election is available to any participant age 55 or more who has held membership
in the Plan for at least 10 years to instruct the Company to sell a portion of
the shares in such person's account and to make a cash payment of such amount,
thereby enabling such participant to make a tax-deferred rollover of the
payment to such person's own individual retirement account.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Hold
ing Company
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Not applicable.
Item 8 Identification and Classification of Members of the Group
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Not applicable.
Item 9. Notice of Dissolution of Group
------------------------------
Not applicable.
Item 10. Certification
-------------
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
Pages 6 of 7
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The Plan disclaims beneficial ownership of the securities referred to
in this Schedule 13G, and the filing of this Schedule 13G shall not be
construed as an admission that the Plan is, for the purposes of Section 13(d)
or Section 13(g) of the Act, the beneficial owner of any securities
covered by this Schedule 13G.
Signature
---------
After reasonably 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.
TRUST OF THE EKCO GROUP, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN
Date: February 10, 1994 By: /S/ NEIL R. GORDON
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Signature
Neil R. Gordon, Trustee
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Name/Title
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