-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvHDOcyvREdgwpFnS4rl0nfC1FQxWFtUny9kyuFQCngzOaKqNJYbGdSYme8mZJQA F6ctzRIPft6KODvEyRyaqg== 0000950152-03-000344.txt : 20030114 0000950152-03-000344.hdr.sgml : 20030114 20030113143352 ACCESSION NUMBER: 0000950152-03-000344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACORN PRODUCTS INC CENTRAL INDEX KEY: 0001036713 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 223265462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22717 FILM NUMBER: 03512078 BUSINESS ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43215-1930 BUSINESS PHONE: 6142224400 MAIL ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43215-1930 8-K 1 l98171ae8vk.txt ACORN PRODUCTS, INC. 8-K UNITED STATES 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: JANUARY 7, 2003 ACORN PRODUCTS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-22717 22-3265462 - --------------- ------------------------- -------------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 390 W. Nationwide Boulevard Columbus, Ohio 43215 (614) 222-4400 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) None (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. On January 7, 2003, Acorn Products, Inc. (the "Company") received a letter from the Nasdaq Listing Qualifications Panel (the "Panel"), informing the Company that the Panel agreed to continue the listing of the Company's common stock, $0.01 par value (the "Common Stock") on the Nasdaq SmallCap Market, provided that, on or before January 14, 2003: (i) the Company demonstrates a market value of publicly held shares of at least $1,000,000 and maintains that market value at least ten consecutive trading days; and (ii) the Company makes a filing with the Securities and Exchange Commission (a) evidencing stockholders' equity of at least $2,500,000 and containing a balance sheet no older than 45 days including pro forma adjustments for any significant events or transactions occurring on or before the filing date, and (b) containing a beneficial stockholders table evidencing a minimum of 500,000 publicly held shares. An unaudited pro forma consolidated condensed balance sheet of the Company, dated as of December 1, 2002 (the "Balance Sheet"), is attached as Exhibit 99.1 and is incorporated herein by reference. The Balance Sheet demonstrates that the Company has stockholders' equity of at least $2,500,000. A beneficial stockholders table of the Company as of December 23, 2002 (the "Ownership Table") is attached as Exhibit 99.2 and is incorporated herein by reference. The Ownership Table evidences that the Company has at least 500,000 publicly held shares of its Common Stock. Since December 23, 2002, the Company's market value of its publicly held shares of Common Stock has exceeded $1,000,000. The press release issued by the Company on January 8, 2003 announcing the Panel's decision to allow the Company to continue to be listed on The Nasdaq SmallCap Market, subject to certain conditions, is attached as Exhibit 99.3 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99.1 Unaudited Pro Forma Consolidated Condensed Balance Sheet of the Company, dated December 1, 2002. 99.2 Beneficial Ownership Table as of December 23, 2002. 99.3 Press Release, dated January 8, 2003, entitled "Acorn Products to Remain Listed on Nasdaq SmallCap Market." -2- SIGNATURES 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. ACORN PRODUCTS, INC. Date: January 13, 2003 By: /s/ John G. Jacob --------------------------------- John G. Jacob, Vice President and Chief Financial Officer -3- EXHIBIT INDEX ------------- Exhibit No. Description 99.1 Unaudited Pro Forma Consolidated Condensed Balance Sheet of the Company, dated December 1, 2002. 99.2 Beneficial Ownership Table as of December 23, 2002. 99.3 Press Release, dated January 8, 2003, entitled "Acorn Products to Remain Listed on Nasdaq SmallCap Market." -4- EX-99.1 3 l98171aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 Pro Forma Consolidated Condensed Balance Sheet As of December 1, 2002 (Dollars in thousands, except per share and footnote data)
Completion of Recapitalization + Rights Offering Pro Forma Unaudited Adjustment As Adjusted --------- --------- ---------- ASSETS Current assets: Cash $ 1,333 $ - $ 1,333 Accounts Receivable 12,385 $ 12,385 Inventory 21,309 21,309 Prepaids and other current assets 559 559 -------- -------- -------- Total current assets 35,586 -- 35,586 Property, plant and equipment, net of accumulated depreciation 11,098 11,098 Goodwill, net of accumulated amortization 7,567 7,567 Other assets 2,463(1) 577 3,040 -------- -------- -------- Total assets $ 56,714 $ 577 $ 57,291 ======== ======== ======== LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Revolving credit facility $ 10,698(2) $ 150 $ 10,848 Accounts payable 4,808 4,808 Accrued expenses 6,243(3) (960) 5,283 Other current liabilities 74 74 -------- -------- -------- Total current liabilities 21,823 (810) 21,013 Term loan facility 12,500 12,500 12% Convertible notes 10,600(4) (10,600) -- Other long term liabilities 1,143 1,143 -------- -------- -------- Total liabilities 46,066 (11,410) 34,656 Series A redeemable preferred stock 8,272(3) (8,272) -- Redeemable common stock 160(5) 1,000 1,160 Total stockholders' equity 2,216(6) 19,259 21,475 -------- -------- -------- Total liabilities, redeemable common stock and stockholders' equity $ 56,714 $ 577 $ 57,291 ======== ======== ========
Notes: (1) Additional redeemable common stock issued to affiliate of lender, valued at $5.00 per share. 200,094 x $5.00 = $1,000,470. $423,000 of expenses already incurred reclassed out of Other Assets and applied against gross proceeds in stockholders' equity. (2) Additional costs to complete transaction, netted against equity proceeds. (3) $8,272,000 of redeemable preferred stock plus $420,000 of accrued dividends converted to common stock at $5.00 per share; 1,738,400 shares. Accrued interest of $554,000 converted to common stock at $5.00 per share; 110,800 shares. Proceeds from Rights Offering of $1,000 provided partial pay down of interest to financial advisor. (4) $10,600,000 of 12% notes converted to common stock (2,120,000 shares). (5) Additional redeemable common stock issued to affiliate of lender. (6) Conversion of 12% notes plus unpaid interest ($11,139,000) and redeemable preferred stock plus unpaid dividends ($8,692,000). Rights offering contributes $1,000 subscribed. Net of $573,000 of related expenses. EX-99.2 4 l98171aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 BENEFICIAL OWNERSHIP TABLE OF ACORN PRODUCTS, INC. AS OF DECEMBER 23, 2002
Shares Percent Beneficially Beneficially Name of Security Holder Owned(1) Owned ----------------------- ------------ ------------ The TCW Group, Inc. (2) 2,478,366 50.5 OCM Principal Opportunities Fund, L.P. (3) 1,890,441 38.5 All Directors and Executive Officers as a group 11,560 0.3 All Other Stockholders (4) 525,467 10.7
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those shares. As of December 23, 2002, there were 4,905,834 shares of the Company's Common Stock outstanding. (2) The TCW Group, Inc. is the parent corporation of TCW Asset Management Company ("TAMCO"). TAMCO is the managing general partner of TCW Special Credits, a general partnership among TAMCO and certain individual general partners (the "Individual Partners"). TCW Special Credits is (i) the general partner of four limited partnerships that hold shares of common stock (the "TCW Limited Partnerships") and (ii) the investment advisor for two third party accounts that hold shares of common stock (the "TCW Accounts"). The TCW Limited Partnerships and the TCW Accounts in the aggregate hold 1,648,295 shares of common stock. The TCW Group, Inc. also is the parent corporation of Trust Company of the West, which is the trustee of four trusts that hold shares of common stock (the "TCW Trusts"). The TCW Trusts in the aggregate hold 830,071 shares of common stock. The following TCW Limited Partnerships and TCW Trusts individually beneficially own more than 5% of the outstanding shares of common stock:
Shares Percent Beneficially Beneficially Name Owned Owned ----------------------------------------------------- --------------- -------------- TCW Special Credits Fund IIIb 364,425 7.4% TCW Special Credits Fund IV 321,370 6.6% TCW Special Credits Plus Fund 344,723 7.0% Weyerhaeuser Company Master Retirement Trust 358,348 7.3% TCW Special Credits Trust IIIb 259,471 5.3% TCW Special Credits Trust IV 283,547 5.8%
Certain of the Individual Partners also are principals of Oaktree Capital Management, LLC ("Oaktree"). The Individual Partners, in their capacity as general partners of TCW Special Credits, have been designated to manage the TCW Limited Partnerships, the TCW Accounts and the TCW Trusts. Although Oaktree provides consulting, research and other investment management support to the Individual Partners, Oaktree does not have voting or dispositive power with respect to the TCW Limited Partnerships, the TCW Accounts or the TCW Trusts. Based upon information contained in a Schedule 13D/A filed on December 27, 2002. (3) Oaktree, as the general partner of OCM Principal Opportunities Fund, L.P., has voting and dispositive power over the shares held by OCM Principal Opportunities Fund, L.P. and may be deemed a beneficial owner of such shares. Based upon information contained in a Schedule 13D/A filed on December 27, 2002. (4) Includes all shares held by non-affiliate stockholders of the Company and represents the outstanding "publicly held shares" for purposes of Nasdaq's continued listing requirements. EX-99.3 5 l98171aexv99w3.txt EXHIBIT 99.3 Exhibit 99.3 ACORN PRODUCTS TO REMAIN LISTED ON NASDAQ SMALLCAP MARKET COLUMBUS, Ohio, January 8, 2003 -- Acorn Products, Inc. (NASDAQ: ACRN) announced today that the Nasdaq Listing Qualifications Panel had determined to allow the continued inclusion of Acorn Products' common stock on the Nasdaq SmallCap Market, noting that the Company appears to comply with all quantitative listing requirements. The Company has been asked to provide additional materials to the Listing Qualifications Panel to verify that it complies with all listing requirements. Effective with the open of business on January 9, 2003, the Company's trading symbol will be changed to "ACRNC." The "C" will be removed from the Company's symbol once the Listing Panel has confirmed compliance with all listing criteria. Acorn Products, Inc., through its operating subsidiary UnionTools, Inc., is a leading manufacturer and marketer of non-powered lawn and garden tools in the United States. Acorn's principal products include long handle tools (such as forks, hoes, rakes and shovels), snow tools, posthole diggers, wheelbarrows, striking tools and cutting tools. Acorn sells its products under a variety of well-known brand names, including Razor-Back(TM), Union(TM), Yard 'n Garden(TM), Perfect Cut(TM) and, pursuant to a license agreement, Scotts(TM). In addition, Acorn manufactures private label products for a variety of retailers. Acorn's customers include mass merchants, home centers, buying groups and farm and industrial suppliers. Razor-Back(TM), Union(TM), Yard 'n Garden(TM) and Perfect Cut(TM) are registered trademarks of Acorn. Scotts(TM) is a registered trademark of The Scotts Company. The statements contained herein that are not purely historical are forward looking statements within the meaning of the Securities Exchange Act of 1934, including statements regarding Acorn's expectations regarding compliance with Nasdaq's listing requirements. All forward looking statements contained herein are based upon information available to Acorn as of the date hereof, and Acorn assumes no obligation to update any such forward looking statements. Actual results could differ materially from Acorn's current expectations. Factors that could cause or contribute to such differences include, but are not limited to, the factors and risks discussed in Acorn's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and the other reports filed from time to time by Acorn with the Securities and Exchange Commission. Contact: John G. Jacob, Vice President and Chief Financial Officer of Acorn Products, Inc. (614) 222-4400. -----END PRIVACY-ENHANCED MESSAGE-----