EKCO GROUP INC /DE/
8-K, 1999-06-29
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):  June 24, 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 24, 1999, the registrant issued a press release in which it
announced that (i) the New York Stock Exchange ("NYSE") will suspend trading in
the registrant's common stock prior to the opening on July 26, 1999 and
following such suspension the NYSE will apply to have such stock delisted, and
(ii) the registrant is working with an alternate exchange to have its common
stock listed on such exchange.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   EXHIBIT

      99    Press Release dated June 24, 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 thereunto duly authorized.



                                           EKCO GROUP, INC.
                                           (Registrant)



Date:  June 29, 1999                       /S/DONATO A. DeNOVELLIS
                                           -------------------------------------
                                           Donato A. DeNovellis
                                           Executive Vice President,
                                           Finance and Administration, and
                                           Chief Financial Officer



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                                  EXHIBIT INDEX


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

 99              Press Release dated June 24, 1999.












<PAGE>   1

                                                                      Exhibit 99


[EKCO LETTERHEAD]


                                     For:       EKCO Group, Inc.

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

FOR IMMEDIATE RELEASE                Investors: Stacey Bibi/Caroline Eustace/
                                                Bernadette Maglione
                                     Media:     Michael McMullan/Stacy Roth
                                                Morgen-Walke Associates
                                                (212) 850-5600



           EKCO GROUP, INC. COMMENTS ON NYSE APPLICATION FOR DELISTING

     Nashua, NH, June 24, 1999 - EKCO Group, Inc. (NYSE:EKO) today commented
that The New York Stock Exchange (NYSE) will suspend trading in EKCO Group's
common stock prior to the opening on July 26, 1999, and that following such
suspension the NYSE will apply to have such stock delisted. The Company stated
that it no longer meets certain of the NYSE's continued listing criteria.

     EKCO Group is working with an alternate exchange to have its common stock
listed on such exchange. EKCO Group believes that its common stock will be
listed on such alternate exchange prior to July 26, 1999, and that no
interruption in trading will take place.

     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 belief that its
common stock will be listed on an alternate exchange prior to July 26, 1999, 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


                                    - more -

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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 therewith; the impact of
competitive products and pricing; certain assumptions related to consumer
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; the impact of federal, state and local environmental requirements
(including the impact of current or future environmental claims against the
Company); and the possibility that the Company will fail to meet the listing
criteria for an alternate exchange. 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.



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