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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 31, 1995
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EKCO GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7484 11-2167167
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
98 Spit Brook Road, Nashua, New Hampshire 03062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 888-1212
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Item 5. Other Events.
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The registrant and its wholly-owned subsidiaries, Ekco Housewares, Inc.
and Frem Corporation, have entered into an amendment (the "Amendment") dated as
of December 31, 1995 with their lender banks which modifies the financial
covenants of their bank credit agreement dated as of April 11, 1995. Reference
is made to the Amendment, attached hereto as an exhibit, for specific
information with respect thereto.
Item 7. Financial Statements and Exhibits.
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(c) Exhibit
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10.28(b) First Amendment to Credit Agreement dated as of December 31, 1995
among the registrant, Ekco Housewares, Inc., Frem Corporation, Fleet
Bank of Massachusetts, N.A., as Agent, Fleet Bank of Massachusetts,
N.A., ABN AMRO Bank N.V., The Sumitomo Bank, Limited, PNC Bank,
National Association and Fleet National Bank of Massachusetts.
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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.
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(Registrant)
Date: March 7, 1995 /s/ LINDA R. MILLMAN
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Linda R. Millman
Associate General Counsel
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
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10.28(b) First Amendment to Credit Agreement dated as of December 31,
1995 among the registrant, Ekco Housewares, Inc., Frem
Corporation, Fleet Bank of Massachusetts, N.A., as Agent,
Fleet Bank of Massachusetts, N.A., ABN AMRO Bank N.V., The
Sumitomo Bank, Limited, PNC Bank, National Association and
Fleet National Bank of Massachusetts.
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FIRST AMENDMENT TO CREDIT AGREEMENT
This Amendment is made as of December 31, 1995 among EKCO GROUP, INC.,
a Delaware Corporation ("Group"), EKCO HOUSEWARES, INC., a Delaware corporation
and a wholly owned subsidiary of Group ("Housewares"), and FREM CORPORATION, a
Massachusetts corporation and a wholly owned subsidiary of Housewares ("Frem"
and collectively with Group and Housewares, the "Borrowers"); FLEET BANK OF
MASSACHUSETTS, N.A., a national banking association as agent (the "Agent") and
the Lenders set forth below under a Credit Agreement dated as of April 11, 1995
(the "Credit Agreement").
WHEREAS the Borrowers and the Lenders have agreed to certain
modifications of the financial covenants contained in the Credit Agreement;
NOW, THEREFORE the parties agree as follows:
1. Section 7.1. Minimum Consolidated EBITDA is restated in its
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entirety to read as follows:
"(a) The Consolidated EBITDA of Group and its Subsidiaries shall
not be less than the amount set forth below as measured at the end of each
fiscal quarter during the periods indicated, on the basis of the fiscal quarter
ending on such date and the three immediately preceding fiscal quarters:
<TABLE>
<CAPTION>
Period Consolidated EBITDA (Group)
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<S> <C>
Fiscal Year End 1995 $43,000,000
First Quarter Fiscal Year 1996 through
Third Quarter Fiscal Year 1996 48,000,000
Fiscal Year End 1996 through Third Quarter
Fiscal Year 1997 51,000,000
Fiscal Year End 1997 and thereafter 54,000,000
</TABLE>
(b) The Consolidated EBITDA of Housewares and its Subsidiaries
shall not be less than the amount set forth below as measured at the end of each
fiscal quarter during the periods indicated, on the basis of the fiscal quarter
ending on such date and the three immediately preceding fiscal quarters:
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<TABLE>
<CAPTION>
Period Consolidated EBITDA (Housewares)
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<S> <C>
Fiscal Year End 1995 $26,500,000
First Quarter Fiscal Year 1996 through
Third Quarter Fiscal Year 1996 33,000,000
Fiscal Year End 1996 through
Third Quarter Fiscal Year 1997 36,000,000
Fiscal Year End 1997 and thereafter 40,000,000
</TABLE>
2. Section 7.2. Ratio Of Consolidated EBITA to Consolidated Interest
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Expense is restated in its entirety to read as follows:
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"(a) The ratio of Group's Consolidated EBITA to Consolidated
Interest Expense shall not be less than 2:45:1.0 through Fiscal Year End 1995,
nor less than 2.75:1.0 thereafter, as measured at the end of each fiscal quarter
on the basis of the fiscal quarter ending on such date and the three immediately
preceding fiscal quarters.
(b) The ratio of Housewares' Consolidated EBITA to Consolidated
Interest Expense shall at no time be less than 2:00:1.0 through Fiscal Year End
1995, nor less than 2.75:1.0 thereafter, as measured at the end of each fiscal
quarter on the basis of the fiscal quarter ending on such date and the three
immediately preceding fiscal quarters."
3. Section 7.3. Consolidated Fixed Charge Coverage Ratio is restated
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in its entirety to read as follows:
"The ratio of Group's Consolidated Cash Flow to Consolidated Fixed
Charges shall not be less than the ratios set forth below as measured at the end
of each fiscal quarter during the periods indicated, on the basis of the fiscal
quarter ending on such date and the three immediately preceding fiscal quarters:
<TABLE>
<CAPTION>
Period Ratio
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<S> <C>
Fiscal Year End 1995 1:40:1.0
First Quarter Fiscal Year 1996 through
Third Quarter Fiscal Year 1996 1.50:1.0
Fiscal Year End 1996 and thereafter 1.00:1.0
</TABLE>
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In the event that the 12.70% Notes are refinanced, replaced or
restructured in a manner which extends the maturity dates of principal payments
thereunder, then the numerator of the required ratio for periods from and after
Fiscal Year End 1996 shall no longer be 1.00, but shall be equal to the sum of
(a) one (1) PLUS (b) the product of .50 TIMES a fraction, the numerator of which
is the aggregate scheduled payments of principal on the 12.70% Notes for the
preceding four fiscal quarters after giving effect to such refinancing,
replacement or restructuring, and the denominator of which is the aggregate
scheduled payments of principal on the 12.70% Notes for the preceding four
fiscal quarters as such instruments are in effect as of the Closing Date."
4. Section 7.4. Ratio of Consolidated Senior Funded Indebtedness to
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Consolidated EBITDA is amended to read as follows:
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"The ratio of Group's Consolidated Senior Funded Indebtedness to
Consolidated EBITDA shall not exceed the ratios set forth below as measured at
the end of each fiscal quarter during the periods indicated, on the basis of the
fiscal quarter ending on such date and the three immediately preceding fiscal
quarters:
<TABLE>
<CAPTION>
Period Ratio
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<S> <C>
Fiscal Year End 1995 2:45:1.0
First Quarter Fiscal Year 1996 through
Third Quarter Fiscal Year 1996 2.25:1.0
Fiscal Year End 1996 and thereafter 2.00:1.0"
</TABLE>
5. The Borrowers will pay a fee in the amount of $37,500 upon
execution of this First Amendment which will be shared pro rata among the
Lenders.
6. Except as set forth in this First Amendment, the Credit Agreement
remains in full force and effect.
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WITNESS, the execution hereunder under seal as of the date set forth
above:
EKCO GROUP, INC.
By: /S/ DONATO A. DeNOVELLIS
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Name: Donato A. DeNovellis
Title: Executive Vice President,
Finance & Administration & Chief
Financial Officer
EKCO HOUSEWARES, INC.
By: /S/ DONATO A. DeNOVELLIS
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Name: Donato A. DeNovellis
Title: Vice President & Chief Financial
Officer
FREM CORPORATION
By: /S/ DONATO A. DeNOVELLIS
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Name: Donato A. DeNovellis
Title: Vice President, Chief Financial
Officer & Clerk
AGENT:
FLEET BANK OF MASSACHUSETTS, N.A., as
Agent
By: /S/ MICHAEL A. PALMER
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Name: Michael A. Palmer
Title: Vice President
LENDERS:
FLEET BANK OF MASSACHUSETTS, N.A.
By: /S/ MICHAEL A. PALMER
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Name: Michael A. Palmer
Title: Vice President
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ABN AMRO BANK N.V., BOSTON BRANCH
By: /S/ CHARLES J. WAHLE / BRIAN M. HORGAN
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Name: Charles J. Wahle / Brian M. Horgan
Title: A.V.P. A.V.P.
THE SUMITOMO BANK, LIMITED
By: /S/ EASTMAN, D.G. / ALFRED DeGEMMIS
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Name: Eastman, D.G. / Alfred DeGemmis
Title: V.P. & Mgr. V. P.
PNC BANK, NATIONAL ASSOCIATION
By: /S/ KWAN L. GRAYS
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Name: Kwan L. Grays
Title: Assistant Vice President
FLEET NATIONAL BANK OF MASSACHUSETTS
By: /S/ THOMAS F. McNAMARA
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Name: Thomas F. McNamara
Title: Vice President
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