-----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, FHNZsi87NABzObJxAumUP8C7fVxZrA+KT0qTnhPXpyjtYXYFjMSnMOmrgzL71g2I MphofFYvzjGGv3McayXbJw== 0000950135-99-000495.txt : 19990210 0000950135-99-000495.hdr.sgml : 19990210 ACCESSION NUMBER: 0000950135-99-000495 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-10179 FILM NUMBER: 99524642 BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUST OF EKCO GROUP INC EMPLOYEES STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0000937746 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 020440870 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O EKCO GROUP INC STREET 2: 98 SPIT BROOK ROAD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK ROAD CITY: NASHUA STATE: NH ZIP: 03062 SC 13G/A 1 EKCO GROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 10 )* ------- EKCO GROUP, INC. ----------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE ----------------------------------------------------------------- (Title of Class of Securities) 282636 10 9 ----------------------------------------------------------------- (CUSIP Number) December 31, 1998 ----------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 pages 2 ========================== ======================= CUSIP NO. 282636 10 9 13G PAGE 2 OF 6 PAGES --- --- ========================== ======================= ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TRUST OF THE EKCO GROUP, INC. EMPLOYEES' STOCK OWNERSHIP PLAN 02-0440870 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION To the extent that State law applies, the provisions of the Plan will be constued, enforced and administered according to the laws of the State of Delaware. ================================================================================ 5 SOLE VOTING POWER NUMBER OF SHARES -0- ------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- ------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER -0- ================================================================================ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 pages 3 Item 1(a). Name of Issuer: --------------- EKCO Group, Inc. (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: ------------------------------------------------ 98 Spit Brook Road, Suite 102 Nashua, New Hampshire 03062-5738 Item 2(a). Name of Person Filing: ---------------------- Trust of the EKCO Group, Inc. Employees' Stock Ownership Plan (the "Plan") Item 2(b). Address of Principal Business Office or, if None, Residence: ------------------------------------------------------------ c/o EKCO Group, Inc. 98 Spit Brook Road, Suite 102 Nashua, New Hampshire 03062-5738 Item 2(c). Citizenship: ------------ To the extent that State law applies, the provisions of the Plan will be construed, enforced and administered according to the laws of the State of Delaware. Item 2(d). Title of Class of Securities: ----------------------------- Common stock, $.01 par value per share (the "Common Stock") The filing person is a trust which holds, for the benefit of employees of the issuer who are participants in the Plan (i) shares of Common Stock, and (ii) shares of Series B ESOP Convertible Preferred Stock, $.01 par value per share ("ESOP Preferred Stock"), each share of which is immediately convertible by the owner into one share of Common Stock at the option of the owner, as set forth in full in the Certificate of Designations of the ESOP Preferred Stock as filed with the Secretary of the State of the State of Delaware on February 28, 1989 and as Exhibit 3.1(c) to the Company's Form 10-K for the year ended January 1, 1995 (originally filed as Exhibit 3.1(d) to the Company's Form 10-K for the year ended January 1, 1989) (the "Certificate of Designations"). Page 3 of 6 pages 4 Item 2(e).CUSIP Number: ------------- 282636 10 9 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) ----------------------------------------------------------------- or (c), Check Whether the Person Filing is a: --------------------------------------------- (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership --------- (a) Amount beneficially owned: -0- shares of ESOP Preferred Stock and -0- shares of Common Stock. (b) Percent of class: -0- Page 4 of 6 pages 5 (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. As of December 14, 1998, the Issuer repurchased all of the Plan's unallocated shares of its Common and ESOP Preferred Stock from the Trustee in exchange for forgiveness of the remaining loan from the Issuer to the ESOP of approximately $3 million. Consequently, the Plan no longer has any such unallocated shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person --------------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on by the Parent Holding Company -------------------------------------------------------- Not applicable. Item 8. Identification and Classification of Members of the Group --------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group ------------------------------ Not applicable. Page 5 of 6 pages 6 Item 10. Certification ------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. The Plan disclaims beneficial ownership of the securities referred to in this Schedule 13G, and the filing of this Schedule 13G shall not be construed as an admission that the Plan is, for the purposes of Section 13(d) or Section 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G. Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRUST OF THE EKCO GROUP, INC. EMPLOYEES' STOCK OWNERSHIP PLAN Date: February 9, 1999 By: /S/ DONATO A. DeNOVELLIS ------------------------- Name/Title: Donato A. DeNovellis, Trustee Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----