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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): December 15, 1997
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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
incorporation) No.)
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.
On December 15, 1997, EKCO Group, Inc. ("EKCO") entered into an agreement
to acquire all the outstanding equity securities of APP Holding Corporation, the
parent corporation and sole stockholder of Aspen Pet Products, Inc. ("Aspen"), a
marketer of dog and cat supplies and accessories as well as other pet products.
Under the terms of the agreement, EKCO will pay approximately $24.6 million in
cash at closing and will refinance outstanding bank debt, which was
approximately $10 million as of December 12, 1997. During the five years
following the closing, if Aspen achieves certain predetermined financial
results, EKCO will make additional annual payments to certain sellers. The
acquisition is subject to customary closing conditions, including the expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and is expected to close in January 1998.
For further information, reference is made to the press release attached
hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBIT
99 Press Release dated December 16, 1997.
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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 thereunto duly authorized.
EKCO GROUP, INC.
Date: December 17, 1997 /s/ Linda R. Millman
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Linda R. Millman
Associate General Counsel and
Assistant Secretary
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EXHIBIT INDEX
TO THE EXHIBIT FILED HEREWITH
Exhibit
Number Exhibit Description
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99 Press Release dated December 16, 1997.
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EXHIBIT 99
[EKCO GROUP, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT:
Don DeNovellis or Kathryn Quinn
Chief Financial Officer Account Executive
Ekco Group, Inc. Sharon Merrill Associates, Inc.
(603) 888-1212 (617) 542-5300
EKCO GROUP ANNOUNCES AGREEMENT TO ACQUIRE ASPEN PET PRODUCTS
LEADING CONSUMER PRODUCTS MARKETER ENHANCES POSITION IN BOOMING
PET PRODUCTS INDUSTRY
NASHUA, N.H., December 16, 1997 -- Ekco Group, Inc. (NYSE: EKO) today
announced that it has agreed to acquire Denver, Colorado-based Aspen Pet
Products, Inc., a leading marketer of dog and cat supplies and accessories as
well as other pet products.
Under the terms of the agreement, Ekco Group will pay an initial $24.6
million to acquire privately held Aspen Pet Products. In addition, Ekco Group
will refinance all of Aspen Pet Products' outstanding bank debt which, as of
December 12, 1997, was approximately $10 million. Subsequently, Ekco Group may
make annual payments to certain of Aspen Pet Products' shareholders for a
five-year period based upon Aspen Pet Products' performance. The transaction is
subject to regulatory approval and is expected to close in January of 1998.
"Aspen Pet Products meets our acquisition criteria," stated Malcolm L.
Sherman, Ekco Group chairman and chief executive officer. "Aspen serves the
consumer products industry, has attractive revenue and market share, has
significant prospects for growth in a thriving business with high margins, and
is driven by a strong and energetic management team. In addition, Aspen's
operating, marketing and logistical characteristics are similar to those of our
core businesses. We anticipate that the transaction will be accretive to Ekco
Group earnings in 1998."
Sherman continued, "The acquisition will provide Ekco Group with an
increased presence in the very attractive pet products market. We were
particularly attracted by the quality and creativeness of Aspen's senior
management team. We now have the opportunity to capitalize on the growing pet
products industry by leveraging our existing retail relationships while also
broadening our product offerings and distribution channels."
(more)
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EKCO GROUP/2
Aspen Pet Products had revenues of $24.4 million in 1996 and operating
income of $4.7 million. The company sells its products primarily to pet
specialty stores, both chains and independents, mass merchants, pet store
distributors and catalogs. Aspen's line of pet products includes toys, leashes
and collars, bones, ropes and chews, litter, litter boxes and shampoos. Ekco
Group expects to retain all of Aspen Pet Products' management and employees.
Richard Kraver, co-founder and CEO of Aspen Pet Products added, "This
transaction will substantially improve our ability to market Aspen's products
through a significantly wider range of distribution channels and align us with
one of the best known consumer brand names in the country."
Ekco Group, Inc. is a leading manufacturer and marketer of branded
consumer products that are broadly marketed primarily through major mass
merchant, supermarket, home/office, hardware, specialty and department stores.
The company's products include household items such as bakeware, kitchenware,
pantryware, brooms, brushes and mops, pet cages as well as nonpoisonous and
low-toxic household pest control products.
Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Investors are cautioned that these
forward-looking statements are inherently uncertain. Actual performance and
results may differ materially from those projected in the forward-looking
statements due to important risk factors including, without limitation, the
timely introduction of new products, the impact of competitive products and
pricing, certain assumptions related to consumer purchasing patterns, and the
consummation of the acquisition we announced today. Additional information
concerning risk factors that could cause actual results to differ materially
from those projected in the forward-looking statements is contained in the
company's filings with the Securities and Exchange Commission. These
forward-looking statements represent the company's judgement and estimates as of
the date of this press release. The company assumes no obligation to update such
estimates except as required by the Rules and Regulations of the Securities and
Exchange Commission.
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