8-K

                       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: FEBRUARY 21, 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 February 21, 2003, Acorn Products, Inc. (the "Company")
issued a press release announcing that stockholders owning 92.5% of the
Company's common stock have entered into agreements providing for the
"short-form" merger of Acorn Merger Corporation with and into the Company. The
press release is included as Exhibit 99.1 to this Form 8-K and is incorporated
herein by this reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      EXHIBITS.

         Exhibit No.                           Description

            99.1           Press Release, dated February 21, 2003, entitled
                           "Acorn Products Announces Going Private Transaction."

                                      -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: February 21, 2003            By:        /s/John G. Jacob
                                      ------------------------------------
                                         John G. Jacob, Vice President and
                                         Chief Financial Officer


                                      -3-




                                  EXHIBIT INDEX


         Exhibit No.                              Description

            99.1           Press Release, dated February 21, 2003, entitled
                           "Acorn Products Announces Going Private Transaction."


                                      -4-

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

               ACORN PRODUCTS ANNOUNCES GOING PRIVATE TRANSACTION
               --------------------------------------------------

         COLUMBUS, Ohio, February 21, 2003 -- Acorn Products, Inc. ("Acorn")
(NASDAQ: ACRN) announced today that Acorn Merger Corporation ("AMC"), a newly
formed affiliate of investment funds controlled by Oaktree Capital Management,
LLC ("OCM"), has entered into agreements with parties owning 92.5% of Acorn's
common stock providing for the "short form" merger of AMC into Acorn. The merger
is not subject to any contingencies, though the actual closing date is subject
to customary regulatory approvals regarding disclosure. After the closing of the
merger, Acorn's outstanding common stock will be controlled by OCM and Acorn's
management. Under the terms of the proposed merger, Acorn stockholders who are
not stockholders of AMC will receive $3.50 per share in cash after delivering
their Acorn shares to a designated paying agent. Stockholders will receive
written procedures for exchanging their certificate for cash within 10 days
following the merger.

         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), and Perfect Cut(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.

         The statements contained herein that are not purely historical are
forward looking statements within the meaning of the Securities Exchange Act of
1934. 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.