EKCO GROUP INC /DE/
8-K, 1996-03-29
METAL FORGINGS & STAMPINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549






                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
                                 --------------

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):  March 20, 1996
                                                   --------------




                                EKCO GROUP, INC.
             ------------------------------------------------------  
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                 <C>                     <C>   
Delaware                             1-7484                  11-2167167
- --------                             ------                  ----------
(State or other                     (Commission             (I.R.S. Employer
jurisdiction of                     File Number)            Identification No.)
incorporation) 
</TABLE>                                             
                                    

                 98 Spit Brook Road, Nashua, New Hampshire     03062
               ---------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)


Registrant's telephone number, including area code:  (603) 888-1212
                                                     --------------





<PAGE>   2





Item 5.  Other Events.
- -------  -------------

     On March 20, 1996, the registrant announced that it had entered into an
agreement to sell $125 million principal amount of 9 1/4% Senior Notes at a
price of 99.291% of face value. The Notes are due in April 2006. The Senior
Notes are being issued and sold in a private offering to institutional
investors which is expected to close on March 25, 1996. The registrant intends
to use the proceeds from the transaction to repay outstanding indebtedness. For
further information regarding the offering, reference is made to the press
release, attached hereto as an exhibit.
        
Item 7.  Financial Statements and Exhibits.
- -------  ----------------------------------

      (c)   Exhibits
            --------
   
            28    Press Release dated March 20, 1996.



                                       2



<PAGE>   3


                                    SIGNATURE




          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                               EKCO GROUP, INC.
                                               ----------------
                                               (Registrant)



Date:  March 29, 1996                         /S/ LINDA R. MILLMAN
                                              -------------------------
                                              Linda R. Millman
                                              Associate General Counsel
                 





































                                       3
<PAGE>   4


                                  EXHIBIT INDEX
                          TO THE EXHIBIT FILED HEREWITH




Exhibit
Number            Exhibit Description
- ------            -------------------


 28               Press Release dated March 20, 1996.













































<PAGE>   1


                                                                     EXHIBIT 28
                                                                     ----------

                          [EKCO GROUP, INC. LETTERHEAD]



FOR IMMEDIATE RELEASE

CONTACT:

John T. Haran                     or          Suzanne DuLong
Vice President and Treasurer                  Account Executive
Ekco Group, Inc.                              Sharon Merrill Associates
(603) 888-1212                                (617) 262-1800


              EKCO GROUP ANNOUNCES PRICING OF SENIOR NOTES OFFERING
$125,000,000 OF 9 1/4 percent Senior Notes to be sold at 99.291 percent of face 
value

    NASHUA, N.H., March 20, 1996 -- Ekco Group, Inc. (NYSE:EKO) today announced
that it has entered into an agreement to sell $125 million principal amount of 
9 1/4 percent Senior Notes at a price of 99.291 percent of face value. The 
Notes are due in April 2006.

    The Senior Notes are being issued and sold in a private offering to
institutional investors which is expected to close on March 25, 1996. Ekco
Group intends to use the proceeds from the transaction to repay outstanding
indebtedness.

    "This offering, combined with our $75 million Revolving Credit Facility,
substantially increases the Company's capital and flexibility," said Ekco
Group's President and Chief Executive Officer Robert Stein. "We plan to use the
additional capital to fund the internal growth of our Company and to more
aggressively pursue strategic alliances and acquisitions."

    The Senior Notes are not being registered under the Securities Act of 1933,
as amended (the "Act"), or applicable state securities law and may not publicly
be offered or sold in the United States absent registration under the Act or an
applicable exemption from the registration requirements thereof.

    Ekco Group, Inc. is a leading manufacturer and marketer of branded
housewares products. The Company's product lines include bakeware, kitchenware,
molded plastic storage products, brooms, brushes and mops, as well as small
animal care and pest control products.

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