EKCO GROUP INC /DE/
8-K, 1999-06-23
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):  JUNE 21, 1999



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


DELAWARE                           1-7484                       11-2167167
- ---------------                    -----------                  ----------------
(State or other                    (Commission                  (I.R.S. Employer
jurisdiction of                    File Number)                 Identification
incorporation)                                                  No.)


           98 SPIT BROOK ROAD, SUITE 102, NASHUA, NEW HAMPSHIRE 03062
           ----------------------------------------------------------
               (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 June 21, 1999, the registrant issued a press release in which it (i)
announced preliminary expectations for the second quarter ending July 4, 1999
and its current expectations for earnings per share for the full 1999 fiscal
year, and (ii) announced the retention of Lehman Brothers by the registrant to
assist the Board of Directors in exploring its strategic alternatives and ways
to enhance shareholder value.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      EXHIBIT

         99       Press Release dated June 21, 1999.



                                    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:  June 23, 1999                 /S/DONATO A. DeNOVELLIS
                                     --------------------------------
                                     Donato A. DeNovellis
                                     Executive Vice President, Finance and
                                     Administration, and Chief Financial Officer



<PAGE>   3



                                  EXHIBIT INDEX


EXHIBIT
NUMBER              EXHIBIT DESCRIPTION


  99                Press Release dated June 21, 1999.












<PAGE>   1
                                  For:             EKCO Group, Inc.

                                  Contact:         Don DeNovellis
                                                   Chief Financial Officer
                                                   (603) 888-1212

FOR IMMEDIATE RELEASE             Investors:       Stacey Bibi/Caroline Eustace/
                                                   Bernadette Maglione
                                  Media:           Lauren Gargano
                                                   Morgan-Walke Associates
                                                   (212) 850-5600


             EXCO GROUP, INC. COMMENTS ON SECOND QUARTER PERFORMANCE
     -- COMPANY RETAINS LEHMAN BROTHERS TO EXPLORE STRATEGIC ALTERNATIVES --


                  Nashua, NH, June 21, 1999 - EKCO Group, Inc. (NYSE: EKO) today
     announced preliminary expectations for financial performance for the second
     quarter ending July 4, 1999.
                  Based on currently available information, the Company expects
     sales for the second quarter to be in the range of $59 million - $61
     million. The Company expects the loss per diluted share for the second
     quarter to be in the range of $0.15 - $0.17, compared to last year's
     earnings of $0.02 per diluted share. In addition, the Company expects that,
     based on current business conditions, earnings per share for fiscal 1999
     will be in the range of $0.38 to $0.40 versus $0.37 in fiscal 1998. EKCO
     intends to release full financial results for the second quarter on July
     26, 1999.
                  The Company also announced that it has retained Lehman
     Brothers to assist the Board of Directors in exploring EKCO Group's
     strategic alternatives and ways to enhance shareholder value.
                  Malcolm L. Sherman, EKCO Group Chairman and Chief Executive
     Officer, stated, "We are clearly disappointed with our anticipated
     financial performance for the second quarter. In particular, sales in our
     housewares division were impacted by a significant delay in orders from a
     major retail customer, which we expect to partially recover in the second
     half of the year. In addition, weak export sales and an industry-wide
     softness of retail sales in the United Kingdom also affected our results.
     We do not expect the macroeconomic retail environment within the United
     Kingdom to change dramatically near-term, and have, therefore, taken a more
     conservative posture for the latter half of the year."

                                     -more-


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         Page: 2

                  "On a positive note, our other business units continue to
     perform at or above plan. Specifically, sales at our Aspen Pet Products
     division were strong, and we are pleased to note that we have begun to
     roll-out our new line of upscale dog food, VITARX(TM), to a major pet
     retailer. In addition, our Woodstream subsidiary also continues to benefit
     from the warmer weather across much of the country."
                  Mr. Sherman concluded, "EXCO is a company that benefits from
     well-recognized consumer brand names with broad channels of distribution.
     We remain focused on strengthening our business and are deeply committed to
     maximizing shareholder value going forward."
                  EKCO Group, Inc. is a leading manufacturer and marketer of
     branded consumer products that are broadly marketed primarily through major
     mass merchant, supermarket, home, hardware, specialty and department
     stores. The Company's products include household items such as bakeware,
     kitchenware, pantryware, brooms, brushes and mops, as well as nonpoisonous
     and low-toxic household pest control products and small animal care and
     control products. In addition, the Company also markets pet supplies and
     accessories, such as ropes, chews, collars and leashes, through its
     subsidiary, Aspen Pet Products.


Except for the historical information contained herein, the matters discussed in
this press release, including but not limited to the Company's projections for
financial results in the second quarter of fiscal 1999 and for the full year,
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. Such statements, including the Company's current
expectations regarding future financial results, are based on management's
current expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those described in
the forward-looking statements. Such factors and uncertainties include, but are
not limited to: the impact of the level of the Company's indebtedness;
restrictive covenants contained in the Company's various debt documents; general
economic conditions and conditions in the retail environment; the Company's
dependence on a few large customers; price fluctuations in the raw materials
used by the Company; competitive conditions in the Company's markets; the timely
introduction of new products and costs associated herewith; the impact of
competitive products and pricing; certain assumptions related to consumer
pricing purchasing patterns; the seasonal nature of the Company's business; the
timely implementation by the Company of its Year 2000 Project; the future costs
associated with its Year 2000 Project and the timely conversion by key vendors,
customers, suppliers and other third parties on which the Company's business
relies; and the impact of federal, state and local environmental requirements
(including the impact of current or future environmental claims against the
Company). As a result, the Company's results may fluctuate. 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 best 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. Cuisnart(R) is a registered trademark of Conair
Corporation. Farberware(R) is a registered trademark of FARBERWARE Inc.

                                      ###


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