8-K

   1


                       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):  September 18, 1997

                              Acorn Products, Inc.
                   ------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                        0-22717               22-3265462
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of    (Commission File Number)     (IRS Employer
        Incorporation)                                       Identification No.)


500 Dublin Avenue, Columbus Ohio                              43215
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code:  (614) 222-4400

                ------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


   2



ITEM 5.  OTHER EVENTS

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, Acorn Products, Inc. (the "Company")
hereby is filing a cautionary statement identifying important factors that
could cause the Company's actual results to differ materially from those
projected in forward looking statements of the Company made by or on behalf of
the Company.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS

(c)      Exhibits

99.1     Cautionary Statement for Purposes of the "Safe Harbor" Provisions of
         the Private Securities Litigation Reform Act of 1995.

                                   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.

                                    Acorn Products, Inc.
                                    (Registrant)


                                    By:  /s/ J. Mitchell Dolloff
                                         -----------------------
                                    Name:  J. Mitchell Dolloff
                                    Title: Vice President and General Counsel

Date:  September 18, 1997



                                       2
   3



                               Index to Exhibits


EXHIBITS            DESCRIPTION
- --------            -----------
99.1                Cautionary Statement for Purposes of the "Safe Harbor"
                    Provisions of the Private Securities Litigation Reform Act
                    of 1995.






                                       3

EX-99.1

   1



                                                                    EXHIBIT 99.1

             Cautionary Statement for Purposes of the "Safe Harbor"
       Provisions of the Private Securities Litigation Reform Act of 1995

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), Acorn Products,
Inc. (the "Company") hereby is filing cautionary statements identifying
important factors that could cause the Company's actual results to differ
materially from those projected in forward-looking statements, whether oral or
written, made by or on behalf of the Company. The Company wishes to ensure that
all forward-looking statements made by or on behalf of the Company are
accompanied by meaningful cautionary statements in order to maximize to the
fullest extent possible the protections of the safe harbor established by the
Reform Act. Accordingly, any such statements are qualified in their entirety by
reference to, and are accompanied by, the following important factors, among
others, that could cause the Company's actual results to differ materially from
those projected in forward-looking statements of the Company made by or on
behalf of the Company.

         Statements that indicate the Company's or management's intentions,
hopes, beliefs, expectations or predictions of the future are forward-looking
statements. It is important to note that the Company's actual results could
differ materially from those projected in such forward-looking statements due
to, among other risks and uncertainties inherent in the Company's business, the
following important factors:

*    Weather is the most significant factor in determining market demand for
     the Company's products and is inherently unpredictable. Inclement weather
     during the spring gardening season and lack of snow during the winter may
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

*    The lawn and garden industry is seasonal in nature, with a high
     proportion of sales and operating income generated in January through May.
     Accordingly, the Company's sales tend to be greater during its third and
     fourth fiscal quarters. As a result, the Company's operating results
     depend significantly on the spring selling season. To support this sales
     peak, the Company must anticipate demand and build inventories of finished
     goods throughout the fall and winter. Accordingly, the Company's levels of
     raw materials and finished goods inventories tend to be at their highest,
     relative to sales, during the Company's first and second fiscal quarters.
     These factors increase variations in the Company's quarterly results of
     operations and potentially expose the Company to greater adverse effects
     of changes in economic and industry trends. Moreover, actual demand for
     the Company's products may vary



                                       4
   2


     substantially from the anticipated demand, leaving the Company with either
     excess inventory or insufficient inventory to satisfy customer orders.

*    The Company's five largest customers in the aggregate accounted for
     approximately 36.7% of gross sales in fiscal 1997. A substantial
     reduction or cessation of sales to these or other major customers could
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

*    Certain retail distribution channels in the lawn and garden industry,
     such as mass merchants and home centers, are experiencing consolidation.
     There can be no assurance that such consolidation will not have an adverse
     impact on certain of Company's customers or result in a substantial
     reduction or cessation of purchases of the Company's products by certain
     customers. In addition, the Company is facing increasing pressures from
     retailers with respect to pricing, co-operative advertising and other
     rebates as the market power of large retailers continues to grow. There
     can be no assurance that such pressures will not have an adverse impact on
     the Company's business, financial condition and results of operations.

*    A key element of the Company's growth strategy is to increase sales in
     certain distribution channels, such as home centers and mass merchants
     through retailers such as The Home Depot, Inc. ("Home Depot") and Sears,
     Roebuck & Company ("Sears"). Although Home Depot has indicated that it
     expects to open over 450 additional stores over the next five years and
     Sears has indicated that it expects to open or acquire over 500 additional
     non-mall hardware stores over the next five years, there can be no
     assurance that such stores will be opened or, if opened, that the Company
     will be chosen to supply its products to all or a significant portion of
     such stores. In addition, there can be no assurance that such stores will
     generate significant additional sales for the Company or that such stores
     will not result in a reduction of sales to the Company's other customers,
     whether through consolidation or otherwise.

*    The recent growth and development of the Company largely has been
     dependent upon the services of Gabe Mihaly, President and Chief Executive
     Officer of the Company, as well as the other executive officers of the
     Company. The loss of Mr. Mihaly's services, or the services of one or more
     of the other executive officers of the Company, could have a material
     adverse effect on the Company.

*    A key element of the Company's strategy is the acquisition of businesses
     and assets in the lawn and garden industry. There can be no assurance,
     however, that the Company will be able to identify attractive acquisition
     opportunities, obtain sufficient financing for acquisitions on
     satisfactory terms or successfully acquire identified targets. In
     addition, there can be no assurance that the Company will be successful in
     integrating acquired businesses into its existing operations or that such
     integration will not result in



                                       5
   3
     unforeseen operational difficulties or require a disproportionate amount of
     management's attention. Such acquisitions may result in the incurrence of
     additional indebtedness by the Company or the issuance of preferred stock
     or additional Common Stock by the Company. Furthermore, there can be no
     assurance that competition for acquisition opportunities in the industry
     will not escalate, thereby increasing the cost to the Company of making
     acquisitions or causing the Company to refrain from making further
     acquisitions.

*    The Company's products require the supply of raw materials consisting
     primarily of steel, plastics and ash wood. The Company has several
     suppliers for most of its raw materials. There can be no assurance,
     however, that the Company will not experience shortages of raw materials
     or components essential to its production processes or be forced to seek
     alternative sources of supply. In addition, there can be no assurance that
     prices for such materials will remain stable. Any shortages of raw
     materials may result in production delays and increased costs which could
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

*    All aspects of the lawn and garden industry, including attracting and
     retaining customers and pricing, are highly competitive. The Company
     competes for customers with large consumer product manufacturers and
     numerous other companies that produce specialty home and garden products,
     as well as with foreign manufacturers that export their products to the
     U.S. Many of these competitors are larger and have significantly greater
     financial resources than the Company. There can be no assurance that
     increased competition in the lawn and garden industry, whether from
     existing competitors, new domestic manufacturers or additional foreign
     manufacturers entering the U.S. market, will not have a material adverse
     effect on the Company's business, financial condition and results of
     operations.

*    Most of the Company's hourly employees are covered by collective
     bargaining or similar labor agreements. The Company currently is a party
     to four such agreements, one of which expires in 1998 and three of which
     expire in 1999. There can be no assurance that the Company will be
     successful in negotiating new labor contracts on terms satisfactory to the
     Company or without work stoppages or strikes. A prolonged work stoppage or
     strike at any of the Company's facilities could have a material adverse
     effect on the Company's business, financial condition and results of
     operations. The Company is subject to various Federal, state, and local
     environmental laws, ordinances and regulations governing, among other
     things, emissions to air, discharge to waters and the generation, handling,
     storage, transportation, treatment and disposal of hazardous substances and
     wastes. The Company has made, and will continue to make, expenditures to
     comply with these environmental requirements and regularly reviews its
     procedures and policies for compliance with environmental laws. The Company
     also has been involved in remediation actions with respect to



                                       6
   4
     certain of its facilities. Amounts expended by the Company in such
     compliance and remediation activities have not been material to the
     Company. However, current conditions and future events, such as changes in
     existing laws and regulations, may give rise to additional compliance or
     remediation costs that could have a material adverse effect on the
     Company's business, financial condition or results of operations.
     Furthermore, as is the case with manufacturers in general, if a release of
     hazardous substances occurs on or from the Company's properties or any
     associated offsite disposal location, or if contamination from prior
     activities is discovered at any of the Company's properties, the Company
     may be held liable and the amount of such liability could be material.

*    New housing starts often represent an addition to the overall number of
     consumers in the lawn and garden tool market and, accordingly, an increase
     in demand. Similarly, government spending on highways, bridges and other
     construction projects often represents an increase in demand for long
     handled tools. A decline in housing starts or government spending on
     construction projects could result in a decrease in demand for the
     Company's products and, accordingly, could have a material adverse effect
     on the Company's business, financial condition and results of operations.

*    Adverse changes in general economic conditions in the United States,
     including the level and availability of consumer debt, the level of
     interest rates and consumer sentiment regarding the economy in general,
     could result in a decrease in demand for the Company's products and,
     accordingly, could have a material adverse effect on the Company's
     business, financial condition and results of operations.

         The factors set forth above are not exhaustive. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company will not undertake, and specifically declines, any
obligation to publicly release the results of any revisions which may be made
to any forward-looking statement to reflect events or circumstances after the
date on which such statement is made or to reflect the occurrence of
anticipated or unanticipated events. New factors emerge from time to time and
it is not possible for management to predict all of such factors, nor can it
assess the impact of each such factor on the business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Therefore,
forward-looking statements should not be relied upon as a prediction of actual
future results.




                                       7