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OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: AUGUST 31, 1991
ESTIMATED AVERAGE BURDEN
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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Ekco Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
282 636 109
(CUSIP Number)
Jeffrey A. Weinstein
Ekco Group, Inc.
98 Spit Brook Road, Suite 102, Nashua, NH 03062 (603)888-1212
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 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 / /. (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 9 pages
No Exhibit Index
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CUSIP NO. 282 636 109 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY A. WEINSTEIN - Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(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 503,962
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 407,745
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,198
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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This statement is being filed to amend the initial statement on
Schedule 13D filed by Jeffrey A. Weinstein on January 21, 1992, as amended by
Amendment No. 1 on Schedule 13D filed by Jeffrey A. Weinstein on January 22,
1993, and by Amendment No. 2 on Schedule 13D filed by Jeffrey A. Weinstein on
February 12, 1994 (the "Initial Statement"), in order to report the release
from escrow of an additional 223,497 shares of common stock, $.01 par value of
the Issuer, which may have been deemed beneficially owned by Jeffrey A.
Weinstein. In his Initial Statement, Mr. Weinstein disclaimed beneficial
ownership of all of the shares held in escrow. As a result of the release of
the foregoing shares, Mr. Weinstein is the beneficial owner of less than five
percent of the outstanding shares of capital stock of the Issuer, even if the
shares remaining in escrow are deemed to be beneficially owned by Mr.
Weinstein.
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
(a) Name: Jeffrey A. Weinstein
(b) Residence: c/o Ekco Group, Inc.
98 Spit Brook Road, Suite 102
Nashua, New Hampshire 03062
(c) Principal Occupation:
Jeffrey A. Weinstein is Executive Vice
President, Secretary and General Counsel
of the Issuer.
Address of the Issuer
Ekco Group, Inc.
98 Spit Brook Road, Suite 102
Nashua, New Hampshire 03062
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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.
(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 700,820 shares of capital stock of the Issuer which are the
subject of this filing are owned as follows:
(1) 172,119 shares of Common Stock are owned by Jeffrey A.
Weinstein and were acquired by him through open market
purchases over the last fifteen years, and through purchases
made pursuant to the Issuer's stock plans, including its 1984
and 1985 Restricted Stock Plans, its 1984 Employees' Stock
Purchase Plan and its 1987 Stock Option Plan. Of the
foregoing shares, 30,708 shares are held in escrow, are
subject to repurchase by the Issuer, and are subject to
certain transfer restrictions pursuant to the terms of the
1984 and 1985 Restricted Stock Plans. The source of funds for
these shares was Jeffrey A. Weinstein's personal funds;
(2) 2,287 shares of Common Stock and 11,565 shares of Series B
ESOP Convertible Preferred Stock ("ESOP Preferred Stock"),
convertible one-for-one into Common Stock, are held for the
benefit of Jeffrey A. Weinstein by the Trust of the Ekco
Group, Inc. Employee Stock Ownership Plan (the "ESOP"). Such
shares were acquired by Jeffrey A. Weinstein as a part of his
compensation for his employment with the Issuer;
(3) 317,991 shares of Common Stock represent the number of shares
issuable to Jeffrey A. Weinstein upon the exercise of stock
options granted to him by the Issuer, all of which are
currently exercisable. Of such shares, 51,157 shares are
subject to repurchase by the Issuer;
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(4) 6,000 shares are owned by Jeffrey A. Weinstein's minor
children. Jeffrey A. Weinstein disclaims beneficial ownership
of such shares;
(5) 187,626 shares of Common Stock are registered in the name of
Mr. Robert S. Frem. These shares were transferred by the
Issuer to Mr. Frem pursuant to the terms of a Stock Purchase
and Sale Agreement dated January 8, 1992, between the Issuer,
Ekco Housewares, Inc. ("Housewares"), Frem Corporation
("Frem"), Robert S. Frem and Bruce S. Phillips (the "Stock
Purchase Agreement") described in and attached as an Exhibit to
the Issuer's Current Report on Form 8-K dated January 15, 1992.
Pursuant to the terms of the Stock Purchase Agreement and a
related Escrow Agreement, both of which were attached as
Exhibits to the Initial Statement filed by Mr. Weinstein on
January 21, 1992, an aggregate of 704,804 shares of Common
Stock, registered in the names of Bruce S. Phillips and Robert
S. Frem, were to be held in escrow, and, Robert S. Frem and
Bruce S. Phillips agreed to vote such shares (the "Restricted
Shares"), during the period in which the Restricted Shares are
subject to the terms of the Escrow Agreement, in accordance
with the recommendation of the Issuer's Board of Directors, or
in the absence of a recommendation, in the same proportion as
the votes cast by all other holders of the Issuer's securities
with respect to the matter. In order to effectuate this
agreement with respect to the voting of the Restricted Shares,
Robert S. Frem and Bruce S. Phillips granted an irrevocable
proxy to Jeffrey A. Weinstein. Of the original 704,804
Restricted Shares, all have been released from escrow other
than 187,626 Restricted Shares registered in the name of Robert
S. Frem. Jeffrey A. Weinstein has no economic interest in, nor
the power to vote, the Restricted Shares which have been
released from escrow, and no economic interest in the
Restricted Shares which remain in escrow, and paid no
consideration for them. Jeffrey A. Weinstein disclaims
beneficial ownership of the Restricted Shares.
ITEM 4. PURPOSE OF TRANSACTION
The securities of which Jeffrey A. Weinstein acknowledges beneficial
ownership were acquired by him as part of his compensation for services with
the Issuer, and generally, in the ordinary course of his personal affairs.
The acquisition of the Restricted Shares by Robert S. Frem occurred in
connection with the acquisition of all of the issued and outstanding capital
stock of Frem Corporation (the "Frem Shares") by the Issuer and Housewares
pursuant to the terms of the Stock Purchase Agreement. As a part of the
consideration for the Frem Shares, Robert S. Frem and Bruce S. Phillips
acquired an aggregate total of 1,174,674 shares of Common Stock, including the
Restricted Shares. Jeffrey A. Weinstein disclaims beneficial ownership of all
shares of Common Stock registered in the names of Robert S. Frem and Bruce S.
Phillips.
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With respect to both the shares of Common Stock of which Jeffrey A.
Weinstein acknowledges beneficial ownership and those shares of which he
disclaims beneficial ownership, Jeffrey A. Weinstein has no 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;
(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 Jeffrey A. Weinstein acknowledges beneficial
ownership is 503,962 (assuming the conversion of all shares of
ESOP Preferred Stock and the exercise of all options). Mr.
Weinstein has currently exercisable options to acquire 317,991
of these shares, of which 51,157 shares are subject to
repurchase by the Issuer. These shares represent 2.7% of the
outstanding shares of capital stock of the Issuer based on
Mr. Weinstein's best knowledge and belief.
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Jeffrey A. Weinstein disclaims beneficial ownership of 6,000
shares of Common Stock owned by his minor children.
On January 8, 1992, Jeffrey A. Weinstein was granted an
irrevocable proxy to vote the 704,804 Restricted Shares for so
long as such shares are held in escrow pursuant to, and solely
in accordance with the terms of, the Stock Purchase Agreement
and the Escrow Agreement, as described in Item 3. During the
period from January 8, 1993 through March 8, 1995, an
aggregate of 517,178 Restricted Shares were released from
escrow pursuant to the terms of the Stock Purchase Agreement
and the Escrow Agreement. Mr. Weinstein disclaims beneficial
ownership of the 517,178 shares released from escrow and the
remaining 187,626 Restricted Shares. Mr. Weinstein has no
economic interest in such shares and paid no consideration for
such shares.
(b) Jeffrey A. Weinstein possesses sole voting power with respect
to all of the 503,962 shares of capital stock of the Issuer of
which he acknowledges beneficial ownership and sole
dispositive power with respect to 408,245 of such shares. He
possesses no dispositive power with respect to the 2,287
shares of Common Stock and 11,565 shares of ESOP Preferred
Stock held by the Trust of the ESOP, the 30,708 shares subject
to repurchase by the Issuer or the 51,157 shares covered by
options which are subject to repurchase by the Issuer.
Jeffrey A. Weinstein possesses no voting or dispositive power
with respect to the 6,000 shares of Common Stock owned by his
minor children.
On January 8, 1992, Jeffrey A. Weinstein was granted an
irrevocable proxy to vote the 704,804 Restricted Shares for so
long as such shares are held in escrow pursuant to, and solely
in accordance with the terms of, the Stock Purchase Agreement
and Escrow Agreement, as described in Item 3. During the
period from January 8, 1993 through March 8, 1995, an
aggregate of 517,178 Restricted Shares were released from
escrow pursuant to the terms of the Stock Purchase Agreement
and the Escrow Agreement. Mr. Weinstein possesses no voting
or dispositive power with respect to the 517,178 shares
released from escrow. Mr. Weinstein possesses no dispositive
power with respect to the remaining 187,626 Restricted Shares.
(c) Inasmuch as Mr. Weinstein is no longer subject to the
reporting requirements of Section 13(d) with respect to the
shares of Common Stock beneficially owned by him, this
question need not be answered.
(d) Except for the shares of capital stock of the Issuer of which
Jeffrey A. Weinstein acknowledges beneficial ownership and
which are held by the Trust of the ESOP, 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 Jeffrey A. Weinstein.
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(e) March 8, 1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
With respect to the 503,962 shares of capital stock of the Issuer of
which Jeffrey A. Weinstein acknowledges beneficial ownership, and with respect
to the 6,000 shares of Common Stock owned by the minor children of Jeffrey A.
Weinstein, of which he disclaims beneficial ownership, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Jeffrey A. Weinstein and any person.
With respect to the Restricted Shares, pursuant to the terms of the
Stock Purchase Agreement and the Escrow Agreement, Jeffrey A. Weinstein holds
an irrevocable proxy to vote the Restricted Shares during the time that they
are subject to the terms of the Escrow Agreement. Such Irrevocable Proxy is
limited to the voting of such shares in accordance with the Escrow Agreement
which requires that the Restricted Shares which are in escrow from time to time
shall be voted in accordance with the recommendation of the Board of Directors
of the Issuer, or in absence of a recommendation, in the same proportion as the
votes cast by all other holders of the Issuer's securities with respect to the
matter. Except for such agreements, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Jeffrey A.
Weinstein and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS *
Exhibit 1 Stock Purchase and Sale Agreement
Exhibit 2 Escrow Agreement
Exhibit 3 Irrevocable Proxies
* Previously filed as Exhibits to the initial statement on Schedule 13D
filed by Mr. Weinstein on January 21, 1992.
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SIGNATURE
After reasonable 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.
March 31, 1995 /s/ Jeffrey A. Weinstein
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Jeffrey A. Weinstein
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