<PAGE>   1
 
================================================================================
                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
(MARK ONE)
[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
 
                                       OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934
 
                           COMMISSION FILE NO. 1-7484
 
                                EKCO GROUP, INC.
             (Exact name of registrant as specified in its charter)
                            ------------------------
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                     11-21676167
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

        98 SPIT BROOK ROAD, SUITE 102
            NASHUA, NEW HAMPSHIRE                                  03062
   (Address of principal executive offices)                      (Zip Code)
</TABLE>
 
                            ------------------------
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (603) 888-1212

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<S>                                            <C>
                                                           Name of each exchange
             Title of each class                            on which registered
         Common Stock, $.01 par value                     New York Stock Exchange
       Preferred Share Purchase Rights                    New York Stock Exchange
</TABLE>
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X  No __
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K.  [X]
 
     The aggregate market value of the shares of voting capital stock held by
non-affiliates (without admitting that any person whose shares are not included
in determining such value is an affiliate) was approximately
$142 million based upon the closing price of the shares on the New York Stock
Exchange Composite Tape on March 19, 1998.
 
     As of March 19, 1998, there were issued and outstanding 19,153,444 shares
of Common Stock of the registrant.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the registrant's Annual Report to Stockholders for the fiscal
year ended December 28, 1997: Parts I and II. Portions of the registrant's
definitive proxy statement with respect to the Annual Meeting of Stockholders to
be held on May 12, 1998: Part III.
================================================================================
<PAGE>   2




                                     PART I

ITEM 1. BUSINESS

GENERAL

     EKCO Group, Inc. ("EKCO" or the "registrant" and, together with its
subsidiaries, the "Company") is a leading United States developer, manufacturer
and marketer of multiple categories of branded houseware products for everyday
home use. The Company believes it is the leading United States supplier of metal
bakeware, kitchen tools and gadgets and non-toxic pest control products. In
addition, the Company believes it is a leading United States supplier of
cleaning products (primarily brushes, brooms and mops), small animal care and
control products and dog and cat supplies and accessories. The Company markets
its products primarily in the United States through substantially all
distribution channels that sell houseware products for everyday home use,
including mass merchandisers, supermarkets, hardware, specialty, drug and
department stores.

     The Company was incorporated in Delaware in 1968. The current business of
the Company was established in 1987 through the Company's purchase of EKCO
Housewares, Inc. and through subsequent acquisitions and internal development.
The Company has acquired or developed the following businesses and product
categories (net of divestitures):

     October 1987--acquisition of EKCO Housewares, Inc. ("Housewares"), a
     manufacturer and marketer of bakeware and kitchen tools and gadgets.

     January 1989--acquisition of Woodstream Corporation ("Woodstream"), a
     manufacturer and marketer of non-toxic pest control products.

     December 1989--acquisition of the non-toxic pest control product line of
     McGill Metal Products Company.

     December 1991--acquisition of the small animal care product line of Beacon
     Industries, Inc.

     April 1993--acquisition of Kellogg Brush Manufacturing Co. and
     subsidiaries, a manufacturer and marketer of brushes, brooms and mops.
     (Kellogg Brush Manufacturing's name has recently been changed to EKCO
     Cleaning, Inc. ("EKCO Cleaning").

     January 1995--introduction of an internally developed line of upscale
     bakeware and kitchen tools, gadgets and other houseware products by B. VIA
     International Housewares, Inc. ("VIA"), a newly formed subsidiary of the
     Company.

     December 1996--sublicense of the Farberware(R) brand name from Meyer
     Marketing Company Ltd. for use on certain of the Company's bakeware
     products.

     July 1997--formation of EKCO International, Inc., a subsidiary organized to
     grow the Company's business in international markets.

     January 1998--acquisition of Aspen Pet Products, Inc. ("Aspen"), a marketer
     of dog and cat supplies and accessories, as well as other pet products.

     During the year ended December 28, 1997 ("Fiscal 1997"), the Company
operated in one industry segment, with revenues derived from sales in four
principal product categories: (i) bakeware, (ii) kitchenware, (iii) cleaning
products, and (iv) pest control and small animal care and control products. See
Note 14 of Notes to 


                                       1


<PAGE>   3


Consolidated Financial Statements appearing in Exhibit 13 hereto, incorporated
herein by reference, for industry and geographic area information.

     The Company's business strategy is to continue to focus on growth through
its emphasis on marketing and sales. The Company seeks to create innovative and
attractive products, introduce new products quickly and strengthen customer
relationships. The Company also intends to pursue growth through acquisition of
additional consumer product lines and businesses as opportunities arise.

RECENT DEVELOPMENTS

     In January 1998, the Company completed the acquisition (the "Acquisition")
of all of the outstanding equity securities of APP Holding Corporation ("APP"),
the parent corporation and sole stockholder of Aspen, a leading marketer of dog
and cat supplies and accessories, such as ropes, chews, collars and leashes.
Pursuant to the Stock Purchase and Sale Agreement, the Company paid
approximately $24.5 million in cash and refinanced APP's outstanding bank debt
of approximately $9.1 million. In addition, if Aspen achieves certain
predetermined financial results during fiscal 1998, 1999, 2000, 2001 and 2002,
the Company will make annual payments to certain former APP stockholders. The
Company funded the Acquisition with its existing cash and borrowings made
pursuant to a December 15, 1997 amendment to its bank credit facility. See Notes
19 and 5 of Notes to Consolidated Financial Statements appearing in Exhibit 13
hereto, incorporated herein by reference, for information about the Acquisition
and the amendment to the Company's credit facility.

PRODUCTS

     BAKEWARE. The Company manufactures and markets a broad line of metal
bakeware for home use, including non-stick coated bakeware marketed under a
group of Baker's Secret(R) trademarks, uncoated bakeware marketed under the
EKCO(R) trademark, insulated non-stick coated "no burn" bakeware marketed under
the Baker's Secret(R) Air Insulated(TM) trademark, and non-stick coated and
uncoated bakeware marketed under the Farberware(R) brand name, more fully
described below under "--VIA." Sales of bakeware accounted for 31.5% of net
revenues for Fiscal 1997. Through Housewares, the Company has over 100 years of
experience in the metal bakeware market, and its bakeware products include
cookie sheets, muffin tins, brownie pans, loaf pans and similar metal bakeware
items. The Company emphasizes value, quality, functionality and, in the case of
coated products, ease of cleaning and release. The Company believes it is the
leading United States supplier of metal bakeware in the United States.

     The Company continually develops new products to capitalize on its high
consumer brand recognition and broad retail distribution. New product
development efforts are conducted by the Company's internal staff and by third
parties on a contract basis. During Fiscal 1997 and at the National Housewares
Show in January 1998, the Company introduced many new product offerings,
including Baker's Secret(R) Bake `N Take travel bakeware products which feature
sturdy plastic lids with fold-down handles, Baker's Secret(R) FanciBakes(TM)
specialty bake pans such as fluted pie pans, EKCO(R) Air Ware(TM) uncoated
insulated bake pans, Baker's Secret(R) toaster oven non-stick bakeware items and
Baker's Secret(R) ovenware products such as roasters and broilers.

     KITCHENWARE. The Company sells kitchen tools and gadgets under the EKCO(R),
EKCO PRO(TM) and Baker's Secret(R) trademarks. The Company markets more than
1,000 kitchen tool and gadget products, including multiple colors of the same
item and various packaging combinations. Sales of kitchenware products accounted
for 29.6% of net revenues for Fiscal 1997. Kitchen tools include metal, plastic
and wooden spoons, spatulas, serving forks, ladles and other cooking
accessories. Gadgets include peelers, corkscrews, whisks, can openers, bottle
openers and similar items. The Company also markets stainless steel and carbon
steel cutlery and stainless steel flatware, mixing bowls and colanders. The
Company believes that it is the leading United States supplier of kitchen tools
and gadgets.


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<PAGE>   4


     The Company believes that the sale of kitchenware is more dependent on
impulse buying by the consumer than any other line of products the Company
offers. The Company continually updates its kitchenware line and introduces new
items. During Fiscal 1997 and in January 1998 at the National Housewares Show,
the Company introduced numerous new items, including kitchen tools marketed
under the EKCO PRO(TM) name, some with new ergonomic non-slip handles; three new
series of cutlery with ergonomic handles sold individually or in sets with wood
or plastic blocks, some of which include tools and gadgets or filled spice
bottles; a new flatware program that includes sets and open stock of flatware; a
line of corkscrews, bottle openers and other tools marketed under the Bar
Works(TM) trademark; a series of upscale kitchen tools, gadgets, cutlery and a
tea kettle marketed under the EKCO Endura(TM) trademark; new stainless steel and
colored whistling tea kettles; beechwood and polypropolene cutting board product
offerings; ceramic pantry sets including such items as spoon rests, salt and
pepper shakers, trivets and canister sets; and a number of "Zoo Tools" kitchen
tool product offerings in unique animal shapes. The Company also introduced five
new series of 18/10 stainless steel cookware, with either encapsulated aluminum
disk bottoms or copper disk bottoms and specially designed handles, under the
following brand names: EKCO(R) Cookware, EKCO Eterna(R), EKCO Endura(TM), EKCO
Endura(TM) non-stick and EKCO Copperelle(TM).

     VIA. The Company's VIA(TM) baking and kitchenware products are designed for
the upscale and specialty marketplace. VIA(TM) products include the following:
pantryware, such as canister sets, spice racks and napkin and paper towel
holders; tea kettles and carafes; and baking equipment, including cooling racks,
cookie cutter sets and cast aluminum ovenware. VIA markets Farberware(R)
bakeware products, including cookie sheets, loaf pans and muffin tins in
heavy-gauge coated and uncoated steel and tin steel pans; and heavy-gauge coated
steel roasting pans. VIA's sales of bakeware and kitchenware accounted for 5.1%
of net revenues for Fiscal 1997. During Fiscal 1997 and at the National
Housewares Show in January 1998, VIA introduced a number of Farberware(R)
bakeware product offerings, including: uncoated heavy gauge tin steel
Professional Series(TM) bakeware pans; non-stick tin coated steel baking pans
and cookie sheets; non-stick air insulated baking pans and cookie sheets,
including a muffin pan that reverses to a baking pan; heavy duty 18/10 stainless
steel Classic Series(TM) baking pans and cookie sheets; and Millennium(R)
non-stick heavy gauge steel pans and cookie sheets. The VIA(TM) family of
products was also expanded to include a number of innovative product offerings,
including filled spice racks, some of which are combined with cutlery blocks or
kitchen tools and gadgets to save counter space.

     CLEANING PRODUCTS. The Company manufactures and markets a broad line of
cleaning products, including brushes, brooms and mops for home use marketed
under the EKCO(R) and Clean Results(R) trademarks and indoor and outdoor
specialty cleaning products for janitorial use marketed under the
Wright-Bernet(TM) and Cleaning Specialty(TM) trademarks. Sales of cleaning
products accounted for 20.7% of net revenues for Fiscal 1997. The Company
believes that it is a leading manufacturer of cleaning brushes for household,
kitchen and personal use.

     As with its other product offerings, the Company introduced many new
cleaning products in Fiscal 1997 and at the January 1998 National Housewares
Show. These products included: new stick goods products, including a magnetic
broom and a new "wing" sponge mop whose sides are at 90 degree angles to the mop
base to clean baseboards and floors at the same time; a line of 38 laundry care
items; new animal figures in the Cleaning Critters(R) kitchen and bath brush and
sponge product group; new brush and mop offerings in the Clean Results(R)
product grouping; new window and floor squeegees; and wire brushes marketed
under the Wright-Bernet(TM) brand name.

     PEST CONTROL AND SMALL ANIMAL CARE AND CONTROL PRODUCTS. The Company
manufactures and markets non-toxic pest control and small animal care and
control products under the Victor(R) and Havahart(R) trademarks, respectively.
Sales of pest control and small animal care and control products accounted for
13.1% of net revenues for Fiscal 1997. The Company's products include
spring-action and other rodent and insect traps marketed under the Victor(R)
trademark, pet cages marketed under the Havahart(R) trademark and live animal
cage traps marketed under the Havahart(R) trademark, which are used to control
garden pests and other nuisance animals such as raccoons. The Company believes
it is the leading supplier of non-toxic pest control products, rodent traps and
live


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animal cage traps in the United States. In Fiscal 1997, the Company introduced
its line of "Thrifty but Nifty" dog home and training crates; a stray cat
rescue kit and disposable liners for rabbit hutch pans, marketed under the
Havahart(R) trademark; and a roach and insect station for indoor and outdoor use
which contains a trap with a roach pheromone attractant, a new "roach magnet"
"big roach problems" roach and insect station for indoor and outdoor use, and
fly and yellow jacket traps with bait included, marketed under the Victor(R)
trademark.

     ASPEN PET PRODUCTS. Since its acquisition of Aspen in January 1998, the
Company has marketed a broad line of pet products, including leashes and
collars, toys, pan liners, and dog shampoos marketed under the Aspen Pet(TM)
brand name and litter boxes, cat toys and furniture, ropes, tugs, rings and
chews for dogs and birds marketed under the Booda(TM) brand name. The Company
believes that Aspen is a leading marketer of dog and cat supplies and
accessories, such as ropes, chews, collars and leashes.

CUSTOMERS AND DISTRIBUTION

     Management believes that the Company has one of the broadest distribution
networks of any company in the housewares industry. The Company markets its
products primarily in the United States through substantially all distribution
channels that sell houseware products for everyday home use, including mass
merchandisers, supermarkets, hardware stores, drug stores, specialty stores and
other retail channels. The Company sells its products to more than 80 of the 100
largest mass merchandisers (as ranked in the January 1998 Home World Business
Magazine category analysis of the top 100 retailers), including Wal-Mart and
Kmart. The Company estimates that its houseware products are sold in over 90% of
the approximately 38,000 U.S. supermarkets, including Kroger, Albertson's and
Winn-Dixie. The Company sells its houseware products to many of the largest
hardware chains, including Ace Hardware, Home Depot, True Value, ServiStar and
Lowe's Home Centers. Of its customers, sales to Wal-Mart and Kmart accounted for
13.3% and 9.5%, respectively, of the Company's net revenues in Fiscal 1997. The
Company's houseware products are distributed through the following retail
channels: Bakeware is distributed primarily through mass merchandisers,
supermarkets and specialty stores; kitchenware is distributed primarily through
supermarkets and mass merchandisers, as well as hardware and drug stores;
VIA(TM) products are distributed primarily through department stores and
specialty stores; Wright-Bernet(TM) broom and brush products are marketed to
hardware and home center retailers, mops are marketed to janitorial supply and
professional cleaning companies and the remainder of the Company's cleaning
products are marketed primarily to mass merchandisers and supermarkets; and pest
control and small animal care and control products are marketed to mass
merchandisers, supermarkets, hardware, drug and variety stores, agricultural
centers, farm stores, home centers and professional pest control companies.

     The Company's Aspen pet products are distributed primarily through mass
merchandisers, supermarkets, pet superstores, pet specialty stores and catalogs.

SALES AND MARKETING

     The Company markets its products directly through its own sales and
marketing organization and through a network of representatives and brokers.
Outside the United States, the Company's products are marketed through its
Canadian and United Kingdom subsidiaries and distributors and agents who provide
marketing support to supermarkets, mass merchandising stores, specialty stores
and department stores. The Company's agreements with its distributors and agents
are generally terminable upon 30 days notice and are not deemed to be material
by the Company.


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<PAGE>   6


MANUFACTURING AND SOURCING

     The Company manufactures most of its bakeware, cleaning and pest control
and small animal care and control products. The Company utilizes a variety of
standard manufacturing processes, including metal stamping, injection molding,
mesh welding, wire forming and automatic staple setting. Kitchenware products
and Aspen's pet products are primarily sourced from third parties. The Company
regularly evaluates its manufacturing and third party sourcing options to
maintain an appropriate balance of quality and cost.

RAW MATERIALS AND COMPONENTS

     The Company purchases primary raw materials, including steel, wood, natural
and synthetic fibers, sponges, corrugated boxes and card stock for packaging,
from a number of suppliers, including several major steel companies. All of
these materials are of a commodity nature and are subject to price fluctuations
as supply and demand change, which may adversely affect the Company's
profitability. The Company also purchases components and complete products,
primarily kitchenware and Aspen's pet products, from several domestic and
foreign suppliers. The Company believes that raw materials, component items and
complete products are available from numerous other suppliers, and that the loss
of any one of its suppliers would not have a material adverse effect on the
Company.

TRADEMARKS AND PATENTS

     The Company believes that its EKCO(R) trademark, as well as its Baker's
Secret(R), Havahart(R), Victor(R), Wright-Bernet(TM), VIA(TM), Aspen Pet(TM) and
Booda(TM) trademarks, and the Farberware(R) trademark are significant to its
competitive position. The Company holds a number of patents, none of which is
believed to be material to the Company's business.

COMPETITION

     The Company believes that the markets for all of its products are highly
competitive. Competition for retail sales to consumers is based on several
factors, including brand name recognition, value, quality, price, innovation and
availability. Primary competitive factors with respect to selling such products
to retailers are brand reputation, number of product categories offered, broad
product coverage within each product category, support and service to the
retailer and price.

     The Company competes with many well-established companies, several of which
have substantially greater resources than those of the Company. There are no
substantial regulatory or other barriers to entry by new competitors. However,
suppliers that are able to maintain, or increase, the amount of retail space
allocated to a product may gain a competitive advantage in that product market.
The Company believes that the allocation of space by retailers is influenced by
many factors, including those mentioned above. The Company believes that its
ability to compete successfully is based on the wide recognition of its brand
names, its multiple category product offerings, its ability to design, develop,
acquire, manufacture and market competitively priced products, its broad product
coverage within most product categories, its attention to retailer and consumer
needs and its access to major channels of distribution. There can be no
assurance that the Company will be able to compete successfully against current
and future sources of competition or that the competitive pressures faced by the
Company will not adversely affect its profitability or financial performance.

SEASONALITY

     Many of the Company's product categories are affected by seasonal consumer
purchasing patterns, including holiday cooking and baking and spring cleaning.
Historically, the Company's revenues in the last half of the fiscal year have
been greater than in the first half. See Note 16 of Notes to Consolidated
Financial Statements 


                                       5


<PAGE>   7

appearing in Exhibit 13 hereto, incorporated herein by reference, for
information regarding quarterly results of operations.

BACKLOG

     Information as to backlog is not material to an understanding of the
Company's business because most of the Company's net revenues result from short
lead-time customer orders. The Company generally is able to fill orders from
inventory, and has generally been able to adjust production levels to meet
increases in customers' orders that cannot be filled from inventory.

EMPLOYEES

     As of December 28, 1997, the Company employed 1,018 persons in the United
States, of whom 606 were represented under collective bargaining agreements
which expire on dates ranging from September 1998 to February 2002. As of such
date, the Company also employed 34 persons in Canada, 14 of whom were
represented under a collective bargaining agreement which expires in January
2000, and 16 persons in the United Kingdom. The Company considers its employee
relations to be satisfactory.

BUSINESS OUTLOOK

     This annual report on Form 10-K, including "Business," "Properties," "Legal
Proceedings" and "Management's Discussion and Analysis of Results of Operations
and Financial Condition" in Exhibit 13 hereto, contains forward-looking
statements within the meaning of 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 are based on management's current expectations and are
subject to a number of factors and uncertainties which could 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; the impact of competitive products and pricing; certain assumptions
related to consumer purchasing patterns; the seasonal nature of the Company's
business; and the impact of federal, state and local environmental requirements
(including the impact of current or future environmental claims against the
Company). As a result, the Company's operating results may fluctuate, especially
when measured on a quarterly basis. These forward-looking statements represent
the Company's best estimate as of the date of this Annual Report on Form 10-K.
The Company assumes no obligation to update such estimates except as required by
the rules and regulations of the Securities and Exchange Commission.

ITEM 2.  PROPERTIES

     As of December 28, 1997, the Company owned or leased for use in its
business the properties set forth in the table and footnotes below:


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<TABLE>
<CAPTION>


                                                              Approximate               Owned or         Lease
DESCRIPTION OF PROPERTY(1)(2)       LOCATION                  SQUARE FOOTAGE            LEASED          EXPIRES  
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                          <C>                    <C>              <C>      
Executive offices                   Nashua, New Hampshire       8,000                   Leased            11/06/02

Administrative offices for the      Franklin Park,            190,000                   Leased            01/31/04
housewares division and             Illinois
warehousing and distribution
center for VIA products

Manufacturing, warehousing          Massillon, Ohio           244,000                   Owned             N/A
and distribution center for
bakeware

Warehousing and distribution        Bolingbrook,              260,000                   Leased            06/30/02
center for kitchenware,             Illinois                  108,000                   Leased            11/10/99
bakeware, VIA  and other
Company products

Manufacturing, warehousing,         Lititz,                   300,000                   Owned             N/A
distribution and office facility    Pennsylvania
for pest control and small
animal care and control products

Manufacturing, warehousing,         Hamilton, Ohio            100,000                   Owned             N/A
distribution and office facility
for brushes, brooms and mops

Warehousing and distribution        Monroe, Ohio              116,000                   Leased            07/31/02
for brushes, brooms and mops

Office and warehousing facility     Niagara Falls,             60,000                   Owned             N/A
for products for sale and           Ontario, Canada
distribution in Canada

Manufacturing and distribution      Nashville,                 42,000                   Leased            12/31/98
facility for institutional mop      Tennessee
and broom products

Office and warehousing facility     Chepstow, Gwent            45,000                   Leased            06/03/14
for products for sale and           U.K.
distribution in the U.K. and
internationally

--------------------------------------------------------------------------------
</TABLE>

(1)  In addition to the properties listed in the table, as of December 28, 1997
     the Company owned approximately 839,000 square feet of floor space which is
     being held for sale or lease. The Company leases other real properties not
     set forth above which, in the aggregate, are not deemed material.

(2)  Substantially all of the properties owned by the Company are subject to
     mortgage liens granted in connection with the Company's credit facility.
     The Company believes that its properties are generally suitable and
     adequate for its purposes for the foreseeable future.


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<PAGE>   9


ITEM 3. LEGAL PROCEEDINGS

LITIGATION

     The Company is a party to several pending legal proceedings and claims,
including the matters described below. Although the outcome of such proceedings
cannot be determined with certainty, the Company's management, after
consultation with legal counsel, is of the opinion that the expected final
outcome should not have a material adverse effect on the Company's financial
position, results of operations or liquidity. In April 1996, the U.S. District
Court for the Northern District of Ohio ruled that certain insulated bakeware
products manufactured by the Company infringed a patent held by a third-party
plaintiff. The Company ceased manufacturing such products in December 1995. In
July 1996, the court enjoined the Company from infringing the patent and awarded
the plaintiff a royalty of 2% of sales, or approximately $88,000. The Company
believes that it is not liable for infringement, and in December 1996, the
Company filed a notice of appeal, and thereafter, the third-party plaintiff
filed a cross-appeal. The Company and its counsel believe that the Company has
meritorious grounds for its appeal of the court's decision. The Company's
management believes that the final outcome will not have a material adverse
effect on the Company's financial position, results of operations or liquidity.

ENVIRONMENTAL REGULATION AND CLAIMS

     From time to time, the Company has had claims asserted against it by
regulatory agencies or private parties for environmental matters relating to the
generation or handling of hazardous substances by the Company or its
predecessors, and the Company has incurred obligations for investigations or
remedial actions with respect to certain of such matters. While the Company does
not believe that any such claims asserted or obligations incurred to date will
result in a material adverse effect upon the Company's financial position,
results of operations or liquidity, the Company is aware that at its facilities
at Massillon (more fully described below) and Hamilton, Ohio; Easthampton,
Massachusetts (more fully described in Note 13 of Notes to Consolidated
Financial Statements appearing in Exhibit 13 and incorporated herein by
reference); Chicago, Illinois and Lititz, Pennsylvania, and at its previously
owned facility in Hudson, New Hampshire, hazardous substances, oil or both have
been detected and that additional investigations will be, and remedial actions
will or may be, required at such facilities. Operations at these and other
facilities currently or previously owned or leased by the Company utilize, or in
the past have utilized, hazardous substances. There can be no assurance that
activities at these or any other facilities or future facilities may not result
in additional environmental claims being asserted against the Company or
additional investigations or remedial actions being required.

     Prior to the Company's acquisition of Housewares in 1987, Housewares'
Massillon, Ohio steel bakeware manufacturing facility was the subject of
administrative proceedings before the United States Environmental Protection
Agency by issuance of an administrative complaint alleging violations of the
Resource Conservation and Recovery Act resulting from operation of a wastewater
lagoon at the facility. American Home Products Corporation ("AHP"), a former
owner of Housewares, pursuant to an indemnity agreement (the "Indemnity
Agreement") with Housewares relating to acts occurring prior to September 7,
1984, assumed the costs of remediation measures in addition to the defense of
the administrative proceedings with federal and state environmental protection
agencies, as well as preparation of closure plans and other plans called for as
a result of these proceedings. While AHP has acknowledged its full
responsibility under the Indemnity Agreement with respect to the wastewater
lagoon, it has asserted that Housewares should contribute to the cost of a
remediation study and certain remediation measures to the extent that Housewares
exacerbated contamination at the facility since September 7, 1984. Housewares
has denied that it has exacerbated contamination at the facility since such
date. AHP and Housewares agreed in 1988 to allocate such costs in proportion to
their respective responsibilities based on the results of an engineering study
but in no event will Housewares' share with respect to the investigation or
cleanup costs exceed the lesser of 25% of the cost of groundwater investigation
and cleanup or $750,000. To date, no further claim for such costs has been made.
The Company is unable to determine to what extent, if any, it will be
responsible to contribute to such costs but the Company does not believe that
any such 


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<PAGE>   10


contribution that it may be required to make will have a material adverse effect
on its financial position, results of operations or liquidity.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

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                      EXECUTIVE OFFICERS OF THE REGISTRANT


NAME                 AGE     OFFICE HELD

Malcolm L. Sherman    66    Chief Executive Officer, December 1996 to present;
                            Chairman of the Board, July 1996 to present; and
                            consultant to the Company, February 1993 to December
                            1996. Since February 1993, Mr. Sherman has served as
                            Chairman of the Board of Advisors of Gordon Brothers
                            Partners, Inc. (a group of companies which provide
                            merchant and financial services to the retail
                            community as well as serve as wholesalers and
                            retailers of fine jewelry). He was Chairman and
                            Director of K.T. Scott, Ltd. (a chain of wallpaper
                            and window treatment stores) from January 1991 to
                            August 1995, and President and Chief Executive
                            Officer of Morse Shoe, Inc. (a manufacturer,
                            importer and retailer of shoes) from January 1992
                            until December 1993. Mr. Sherman has had many years
                            of experience in the retail and housewares
                            industries, including service as President of Zayre
                            Stores Inc. (a chain of retail chain stores),
                            chairman of Regina Electric (a manufacturer of
                            vacuum cleaners) and chairman of Channel Home
                            Centers, Inc. (a chain of home improvement stores).

Donato A. DeNovellis  53    Executive Vice President, Finance and
                            Administration, October 1994 to present; Chief
                            Financial Officer, July 1993 to present; Vice
                            President, July 1993 to October 1994; Senior Vice
                            President and Chief Financial Officer of EKCO House-
                            wares, Inc. from September 1996 to present.

Jeffrey A. Weinstein  47    Executive Vice President, April 1985 to present;
                            President and Managing Director, EKCO International,
                            Inc., July 1997 to present; Secretary, February 1988
                            to October 1997; General Counsel, October 1978 to
                            October 1997; and President, EKCO Consumer Plastics,
                            Inc., July 1996 to April 1997.


                                       9


<PAGE>   11



John Jay Althoff      33    Vice President, Secretary and General Counsel,
                            October 1997 to present. Prior to joining the
                            Company, from September 1993 to September 1997 Mr.
                            Althoff was an associate with Ropes & Gray (a law
                            firm) working with corporate clients. From August
                            1987 through October 1989, Mr. Althoff was an
                            associate in the Capital Markets Group of Westpac
                            Banking Corporation (an Australian bank).

Stuart W. Cohen       51    Vice President, Strategic Planning and Business
                            Development, June 1995 to present. Prior to joining
                            the Company, from May 1991 to December 1994 Mr.
                            Cohen served as First Vice President of Van Kampen
                            Merritt, Inc. (an investment products and management
                            firm), where he was responsible for strategic
                            planning and business development.

Brian R. McQuesten    48    Vice President, February 1996 to present; and
                            Controller, May 1987 to present.

Paul S. Neustadt      44    Vice President and Chief Information Officer,
                            April 1997 to present. Prior to joining the Company,
                            from August 1996 to April 1997 Mr. Neustadt served
                            Digital Equipment Corporation (a technology company)
                            as a program manager, and from October 1989 to
                            August 1996 Mr. Neustadt was an attorney in private
                            practice.

Susan M. Scacchi      33    Treasurer from February 1997 to present; Vice
                            President--Finance of EKCO Housewares, Inc. from
                            July 1996 to February 1997; Corporate Accounting
                            Manager from August 1994 to July 1996. Prior to
                            joining the Company, from September 1992 to August
                            1994 Ms. Scacchi was an independent financial
                            management consultant.

     The executive officers of the Company are elected annually by the Board of
Directors and serve, subject to the provisions of any employment agreement
between the executive and the Company, until their respective successors are
chosen and qualified or until their earlier resignation or removal.


                                       10


<PAGE>   12


                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information set forth in the section entitled "Common Stock Price Range
and Dividends" appearing in Exhibit 13 hereto is incorporated herein by
reference.


ITEM 6.  SELECTED FINANCIAL DATA

     The information set forth in the section entitled "Selected Consolidated
Financial Data" appearing in Exhibit 13 hereto is incorporated herein by
reference.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information set forth in the section entitled "Management's Discussion
and Analysis of Results of Operations and Financial Condition" appearing in
Exhibit 13 hereto is incorporated herein by reference.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information set forth in the consolidated financial statements and
notes thereto (including the note which sets forth certain supplementary
information) and the Report of Independent Auditors appearing in Exhibit 13
hereto are incorporated herein by reference. Reference is also made to Item
14(a)2 with respect to Financial Statement Schedules filed herewith.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.


                                       11


<PAGE>   13


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     a) Directors - The information set forth in the section entitled "Election
of Directors" appearing in the Company's definitive proxy statement with respect
to the 1998 Annual Meeting of Stockholders is incorporated herein by reference.

     b) Executive Officers - See "Executive Officers of the Registrant"
appearing in Part I above.


ITEM 11. EXECUTIVE COMPENSATION

     The information set forth in the sections entitled "Compensation of
Directors" and "Compensation of Executive Officers" (except for the information
under the captions "Report of the Compensation Committee on Executive
Compensation" and "Performance Graph") appearing in the Company's definitive
proxy statement with respect to the 1998 Annual Meeting of Stockholders is
incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth in the section entitled "Security Ownership of
Certain Beneficial Owners and Management" appearing in the Company's definitive
proxy statement with respect to the 1998 Annual Meeting of Stockholders is
incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth in the section entitled "Certain Relationships
and Related Transactions" appearing in the Company's definitive proxy statement
with respect to the 1998 Annual Meeting of Stockholders is incorporated herein
by reference.


                                       12


<PAGE>   14


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                                               Page Number in
                                                                 EXHIBIT 13

(a)  1. FINANCIAL STATEMENTS:

        Report of independent auditors.............               60

        Consolidated balance sheets at December 28,
        1997 and December 29, 1996 ................               40

        Consolidated statements of operations for
        the fiscal years ended December 28, 1997,
        December 29, 1996 and December 31, 1995....               41

        Consolidated statements of stockholders' 
        equity for the fiscal years ended 
        December 28, 1997, December 29, 1996 and
        December 31, 1995..........................               42

        Consolidated statements of cash flows
        for the fiscal years ended December 28, 1997,
        December 29, 1996 and December 31, 1995....               43

        Notes to consolidated financial
        statements.................................               44

                                                               Page Number in
                                                                 FORM 10-K

        Independent auditors' report...............               15


     2. FINANCIAL STATEMENT SCHEDULE:

        II Valuation and Qualifying Accounts.......               16

     Schedules other than that listed above have been omitted because they are
not required, not applicable or the required information is furnished in the
consolidated financial statements or notes thereto.

     3. EXHIBITS: (See Index to Exhibits beginning on page 17.)

(b)     REPORTS ON FORM 8-K - On December 17, 1997, the registrant filed a 
        report on Form 8-K as of December 15, 1997 to report under "Item 5. 
        Other Events" the filing of a press release which announced that it had
        entered into an agreement to acquire the outstanding equity securities 
        of APP Holding Corporation, the parent and sole stockholder of Aspen Pet
        Products, Inc.


                                       13


<PAGE>   15


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                     By: /s/MALCOLM L. SHERMAN
                        ----------------------------- 
                     Malcolm L. Sherman, Chief
                     Executive Officer
                     (Principal Executive Officer)
                     Date: March 27, 1998

                     By:/s/DONATO A. DENOVELLIS
                        ----------------------------- 
                     Donato A. DeNovellis, Executive Vice President, Finance and
                     Administration, and Chief Financial Officer
                     (Principal Financial Officer)
                     Date: March 27, 1998

                     By: /s/BRIAN R. MCQUESTEN
                        ----------------------------- 
                     Brian R. McQuesten, Vice President and
                     Controller
                     (Principal Accounting Officer)
                     Date: March 27, 1998

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/S/GEORGE W. CARMANY, III              Director              March 27, 1998
-------------------------                                          
George W. Carmany, III

/S/MICHAEL G. FRIEZE                   Director              March 27, 1998
-------------------------                                         
Michael G. Frieze

/S/AVRAM J. GOLDBERG                   Director              March 27, 1998
-------------------------                                       
Avram J. Goldberg

/S/KENNETH J. NOVACK                   Director              March 27, 1998
-------------------------                                       
Kenneth J. Novack

/S/STUART B. ROSS                      Director              March 27, 1998
-------------------------                                       
Stuart B. Ross

/S/MALCOLM L. SHERMAN                  Director              March 27, 1998
-------------------------                                       
Malcolm L. Sherman

/S/BILL W. SORENSON                    Director              March 27, 1998
-------------------------                                         
Bill W. Sorenson

/S/HERBERT M. STEIN                    Director              March 27, 1998
-------------------------                                         
Herbert M. Stein


                                       14


<PAGE>   16

                          INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
EKCO Group, Inc.


     Under date of January 29, 1998, we reported on the consolidated balance
sheets of EKCO Group, Inc. and subsidiaries as of December 28, 1997 and December
29, 1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the fiscal years in the three-year period
ended December 28, 1997, as contained in the 1997 annual report to stockholders.
These consolidated financial statements and our report thereon are incorporated
by reference in this annual report on Form 10-K for the fiscal year 1997. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule as listed in Item 14(a)2 of this report. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.

     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth herein.




                                                /s/ KPMG Peat Marwick LLP




Boston, Massachusetts
January 29, 1998



                                       15


<PAGE>   17



<TABLE>
<CAPTION>
                                        
                                                  EKCO GROUP, INC. AND SUBSIDIARIES
                                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                       (AMOUNTS IN THOUSANDS)

------------------------------------------------------------------------------------------------------------------------------------
   COLUMN A                           COLUMN B                      COLUMN C                        COLUMN D               COLUMN E

------------------------------------------------------------------------------------------------------------------------------------
                                                           --ADDITIONS TO RESERVES--     --DEDUCTIONS FROM RESERVES--
                                      BALANCE AT          ADDITIONS        CHARGED TO      SETTLEMENTS                     BALANCE
                                      BEGINNING          CHARGED TO          OTHER              OR           WRITE-        AT CLOSE
    DESCRIPTION                       OF PERIOD        INCOME OR LOSS       ACCOUNTS         PAYMENTS         OFFS        OF PERIOD

------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                <C>             <C>             <C>           <C>   
YEAR ENDED DECEMBER 28, 1997:
   Allowance for doubtful
    accounts                           $    760           $    183           $   14          $   --          $   --        $  957
   Provisions related to
    consolidation of
    cleaning business                     1,697                 --               --           1,697              --            --
   Provision for disposal of
    discontinued operations               5,500                 --               --           5,500              --            --
                                       --------           --------           ------          ------          ------        ------
                                       $  7,957           $    183           $   14          $7,197          $   --        $  957
                                       ========           ========           ======          ======          ======        ======

YEAR ENDED DECEMBER 29, 1996:
   Allowance for doubtful
    accounts                           $    948           $    130           $   --          $   --          $  318        $  760
   Provisions related to
    consolidation of
    cleaning business                        --              4,921               --              --           3,224         1,697
   Provision for disposal of
    discontinued operations                  --              5,500               --              --              --         5,500
                                       --------           --------           ------          ------          ------        ------
                                       $    948           $ 10,551           $   --          $   --          $3,542        $7,957
                                       ========           ========           ======          ======          ======        ======

YEAR ENDED DECEMBER 31, 1995:
   Allowance for doubtful
       accounts                        $  1,395           $   (290)          $   --          $   --          $  157        $  948
   Reserves related to plant
       consolidations                     3,305                 --               --           3,305              --            --
                                       --------           --------           ------          ------          ------        ------
                                       $  4,700           $   (290)          $   --          $3,305          $  157        $  948
                                       ========           ========           ======          ======          ======        ======

</TABLE>



                                       16


<PAGE>   18

-------------------------------------------------------------------------------
                                INDEX TO EXHIBITS
-------------------------------------------------------------------------------


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

3.1(i)(a)     Restated Certificate of Incorporation dated February 17, 1987, as
              amended, originally filed as Exhibit 3.1(a) to Form 10-K for the
              year ended December 31, 1989 (incorporated herein by reference to
              Exhibit 3.1(i)(a) to Form 10-K for the year ended December 31,
              1995).

3.1(i)(b)     Form of Certificate of Designations of Series A Junior
              Participating Preferred Stock.

3.1(i)(c)     Certificate of Designations of Series B ESOP Convertible Preferred
              Stock, originally filed as Exhibit 3.1(d) to Form 10-K for the
              year ended January 1, 1989 (incorporated herein by reference to
              Exhibit 3.1(c) to Form 10-K for the year ended January 1, 1995).

3.1(ii)       By-laws as currently in effect (incorporated herein by reference
              to Form 10-K for the year ended December 29, 1996).

4.1           Amended and Restated Rights Agreement dated as of March 21, 1997 
              with American Stock Transfer & Trust Company, including Form of 
              Rights Certificate (incorporated herein by reference to 
              Exhibit 4.1 to Form 8-K as of March 21, 1997).

4.2(a)(1)     Indenture dated as of March 25, 1996 among the registrant, its
              U.S. operating subsidiaries and Fleet National Bank of Connecticut
              (incorporated herein by reference to Exhibit 4.2(a) to Form 10-K
              for the year ended December 31, 1995).

4.2(a)(2)     First Supplemental Indenture dated as of January 16, 1998 among
              the registrant, its U.S. subsidiary guarantors and State Street
              Bank and Trust Company.

4.2(b)        Form of 9 1/4% Senior Note due 2006, included in Exhibit 4.2(a)(1)
              (incorporated herein by reference to Exhibit 4.2(b) to Form 10-K
              for the year ended December 31, 1995).

4.2(c)        Registration Rights Agreement dated as of March 25, 1996 among the
              registrant, its U.S. operating subsidiaries, Bear, Stearns & Co.
              Inc. and Smith Barney Inc. (incorporated herein by reference to
              Exhibit 4.2(c) to Form 10-K for the year ended December 31, 1995).

4.3           EKCO Group, Inc. Dividend Reinvestment and Stock Purchase Plan
              (incorporated herein by reference to Exhibit 4.3 to Form 10-K for
              the year ended December 31, 1995).

10.1(a)*      1984 Restricted Stock Purchase Plan, as amended (incorporated
              herein by reference to Exhibit 10.1(a) to Form 10-K for the year
              ended December 29, 1996).

 ------------------------------------------------------------------------
(1)    Numbered in accordance with Item 601 of Regulation S-K.

(2)    An asterisk (*) denotes the Company's management contracts or
       compensatory plans or arrangements.


                                       17


<PAGE>   19


10.1(b)*      1985 Restricted Stock Purchase Plan, as amended (incorporated
              herein by reference to Exhibit 10.1(b) to Form 10-K for the year
              ended December 29, 1996).

10.1(c)*      Form of Restricted Stock Purchase Agreement, as amended
              (incorporated herein by reference to Exhibit 10.1(b) to Form 10-K
              for the year ended January 1, 1995, Exhibit 10.1(c)(3) to Form
              10-K for the year ended December 31, 1995 and schedule thereto in
              Exhibit 10.1(c)(2) to Form 10-K for the year ended December 29,
              1996).

10.1(d)*      Form of Restricted Stock Purchase Agreement, as amended
              (incorporated by reference to Exhibits 10.1(d) to Form 10-K for
              the year ended December 31, 1995).

 10.2(a)*     1987 Stock Option Plan, as amended, including forms of incentive
              stock option and non-qualified stock option agreements.

10.2(b)(1)*   Form of non-qualified stock option and repurchase agreement, as
              amended (incorporated herein by reference to Exhibit 10.2(b)(2)(i)
              to Form 10-K for the year ended December 31, 1995).

10.2(b)(2)    Schedule to form of non-qualified stock option and repurchase
              agreement, as amended.

10.2(c)*      Form of non-qualified stock option agreement (incorporated herein
              by reference to Exhibit 10.2(e) to Form 10-K for the year ended
              December 29, 1996).

10.2(d)*      Form of incentive stock option agreement (incorporated herein by
              reference to Exhibits 10.3(d) to Form 10-K for the year ended
              January 1, 1995 and schedule thereto contained in Exhibit
              10.2(d)(2) to Form 10-K for the year ended December 29, 1996).

10.2(e)*      Form of non-qualified stock option and repurchase agreement.

10.2(f)*      Form of non-qualified stock option agreement.

10.3(a)*      Form of Indemnity Agreement for officers and directors
              (incorporated herein by reference to Exhibit 10.3(c) to Form 10-K
              for the year ended January 1, 1995 and to the schedule thereto
              contained in Exhibit 10.3(b) to Form 10-K for the year ended
              December 29, 1996).

10.4*         EKCO Group, Inc. 1988 Directors' Stock Option Plan, as amended,
              and form of Non-Qualified Stock Option and Repurchase Agreement.

10.5(a)*      EKCO Group, Inc. Employees' Stock Ownership Plan ("ESOP")
              effective as of January 1, 1989, as amended (incorporated herein
              by reference to Exhibits 10.6(a)(1) and (2) to Form 10-K for the
              year ended January 1, 1995 and Exhibits 10.5(a)(2) and 10.5(a)(3)
              to Form 10-K for the year ended December 29, 1996).

10.5(b)       ESOP Loan Agreement dated as of October 1, 1990 (incorporated
              herein by reference to Exhibit 10.5(b) to Form 10-K for the year
              ended December 31, 1995).

10.5(c)       ESOP Loan Agreement dated as of March 30, 1995 (incorporated
              herein by reference to Exhibit 10.5(c) to Form 10-K for the year
              ended December 31, 1995).

10.6*         Employment Agreement with Malcolm L. Sherman dated December 4,
              1996 (incorporated herein by reference to Exhibit 10.6 to Form
              10-K for the year ended December 29, 1996).


                                       18


<PAGE>   20


10.7*         Amended and Restated Employment Agreement with Donato A.
              DeNovellis dated as of May 25, 1995, as amended (incorporated
              herein by reference to Exhibit 10.3 to Form 10-Q for the quarterly
              period ended October 1, 1995, Exhibit 10.9(b) to Form 10-Q for the
              period ended June 30, 1996 and Exhibit 10.10 to Form 10-K for the
              year ended December 29, 1996).

10.8*         Amended and Restated Employment Agreement with Jeffrey A.
              Weinstein dated as of May 25, 1995 (incorporated herein by
              reference to Exhibit 10.2 to Form 10-Q for the quarterly period
              ended October 1, 1995 and Exhibit 10.10 to Form 10-K for the year
              ended December 29, 1996).

10.9*         Form of Amended and Restated Employment Agreement with Brian R.
              McQuesten and another officer dated as of May 25, 1995, as amended
              (incorporated herein by reference to Exhibit 10.5 to Form 10-Q for
              the quarterly period ended October 1, 1995).

10.10*        Employment Agreement with Stuart W. Cohen dated as of June 12,
              1995 (incorporated herein by reference to Exhibit 10.4 to Form
              10-Q for the quarterly period ended October 1, 1995).

10.11(a)*     Employment Agreement with Robert Varakian dated as of
              September 25, 1996 (incorporated herein by reference to Exhibit
              10.11 to Form 10-K for the year ended December 29, 1996).

10.11(b)*     Amendment to Employment Agreement with Robert Varakian dated as of
              November 14, 1997.

10.12*        1995 Restatement of Incentive Compensation Plan for Executive
              Employees of EKCO Group, Inc. and its Subsidiaries, as amended.

10.13*        EKCO Group, Inc. Supplemental Executive Retirement Plan
              dated as of July 1, 1992 (incorporated herein by reference to
              Exhibit 10.13 to Form 10-K for the year ended January 2, 1994).

10.14*        Form of Split Dollar Agreement (incorporated herein by reference
              to Exhibits 10.14 to Form 10-K for the year ended January 2, 1994
              and schedule with respect thereto in Exhibit 10.15(b) to Form 10-K
              for the year ended December 29, 1996).

10.15*        EKCO Group, Inc. Amended 1996 Performance Unit Rights Award Plan
              (incorporated herein by reference to Exhibit 10.16(a) to Form 10-K
              for the year ended December 29, 1996).

10.16(a)      Indemnification Letter from American Home Products Corporation
              dated February 8, 1985 to The Ekco Group, Inc.

10.16(b)      Letter of Restatement and Confirmation of the Indemnification of
              American Home Products Corporation to The Ekco Group, Inc. from
              American Home Products Corporation to Centronics Corporation dated
              October 1, 1987.

10.16(c)      Letter from American Home Products Corporation dated December 19,
              1988, originally filed as Exhibit 10.17(d) to Form 10-K for the
              year ended January 1, 1989 (incorporated herein by reference to
              Exhibit 10.18(c) to Form 10-K for the year ended January 1, 1995).


                                       19


<PAGE>   21

10.17         Agreement dated as of March 7, 1989 with Howard R. Curd et al,
              originally filed as Exhibit 10.16 to Form 10-K for the year ended
              January 1, 1989 (incorporated herein by reference to Exhibit 10.19
              to Form 10-K for the year ended January 1, 1996).

10.18(a)      Amended and Restated Credit Agreement dated as of April 11, 1995
              and amended and restated as of July 8, 1997 with Fleet National
              Bank (incorporated herein by reference to Exhibit 10.22 to Form
              10-Q for the quarterly period ended June 29, 1997).

10.18(b)      First Amendment to Amended and Restated Credit Agreement dated as
              of December 15, 1997.

10.19         Subordinated Promissory Note dated March 28, 1997 made by Austin
              Products, Inc. to Ekco Consumer Plastics, Inc. (incorporated
              herein by reference to Exhibit 10.1 to Form 10-Q for the quarterly
              period ended March 30, 1997).

10.20         Stock Purchase and Sale Agreement dated as of December 15, 1997
              with APP Holding Corporation ("APP"), APP's stockholders and APP's
              warrantholder (incorporated herein by reference to Exhibit 2 to
              Form 8-K as of January 16, 1998).

11            Statement re: computation of per share earnings. (Reference is
              made to Note 12 of Notes to Consolidated Financial Statements in
              Exhibit 13 hereto.)

13            1997 Annual Report to Stockholders (Sections entitled "Common
              Stock Price Range and Dividends," "Selected Consolidated Financial
              Data," "Management's Discussion and Analysis of Results of
              Operations and Financial Condition," "Consolidated Balance
              Sheets," "Consolidated Statement of Operations," "Consolidated
              Statements of Stockholders' Equity," "Consolidated Statements of
              Cash Flows," "Notes to Consolidated Financial Statements" and
              "Report of Independent Auditors").

21            Subsidiaries of the registrant.

23            Consent of KPMG Peat Marwick LLP.

27(1)         Financial Data Schedule.

27(2)         Financial Data Schedule (Restated).

27(3)         Financial Data Schedule (Restated).


-------------------------------------
              Schedules to Exhibits 10.17 and 10.18(a) will be supplied upon
              request by the Commission.


              THE FOREGOING EXHIBITS WILL NOT BE INCLUDED IN COPIES OF THIS
              ANNUAL REPORT ON FORM 10-K SUPPLIED TO STOCKHOLDERS. A COPY OF
              THESE EXHIBITS WILL BE FURNISHED TO STOCKHOLDERS UPON WRITTEN
              REQUEST ADDRESSED TO SUSAN M. SCACCHI, TREASURER, EKCO GROUP,
              INC., 98 SPIT BROOK ROAD, SUITE 102, NASHUA, NEW HAMPSHIRE 03062.


                                       20


<PAGE>   22


                     INDEX TO EXHIBITS FILED WITH FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997

EXHIBIT NO.           DESCRIPTION

3.1(i)(b)     Form of Certificate of Designations of Series A Junior
              Participating Preferred Stock, originally filed as part of Exhibit
              4.2(c) to Form 10-K for the year ended December 28, 1986.

4.2(a)(2)     First Supplemental Indenture dated as of January 16, 1998 among
              the registrant, its U.S. subsidiary guarantors and State Street
              Bank and Trust Company.

10.2(a)*      1987 Stock Option Plan, as amended, including forms of incentive
              stock option and non-qualified stock option agreements.

10.2(b)(2)    Schedule to form of non-qualified stock option and repurchase
              agreement, as amended.

10.2(e)*      Form of non-qualified stock option and repurchase agreement.

10.2(f)*      Form of non-qualified stock option agreement.

10.4*         EKCO Group, Inc. 1988 Directors' Stock Option Plan, as amended,
              and form of non-qualified stock option and repurchase agreement.

10.11(b)*     Amendment to Employment Agreement with Robert Varakian dated as of
              November 14, 1997.

10.12*        1995 Restatement of Incentive Compensation Plan for Executive
              Employees of EKCO Group, Inc. and its Subsidiaries, as amended.

10.16(a)      Indemnification Letter from American Home Products Corporation
              dated February 8, 1985 to The Ekco Group, Inc., originally filed
              as Exhibit 2.2 to Form 8-K as of October 23, 1987.

10.16(b)      Letter of Restatement and Confirmation of the Indemnification of
              American Home Products Corporation to The Ekco Group, Inc. from
              American Home Products Corporation to Centronics Corporation dated
              October 1, 1987, originally filed as Exhibit 2.3 to Form 8-K as of
              October 23, 1987.

10.18(b)      First Amendment to Amended and Restated Credit Agreement dated as
              of December 15, 1997.

11            Statement re: computation of per share earnings. (Reference is
              made to Note 12 Notes to Consolidated Financial Statements in
              Exhibit 13 hereto.)

13            1997 Annual Report to Stockholders (Sections entitled "Common
              Stock Price Range and Dividends," "Selected Consolidated Financial
              Data," "Management's Discussion and Analysis of Results of
              Operations and Financial Condition," "Consolidated Balance
              Sheets," "Consolidated Statement of Operations," "Consolidated
              Statements of Stockholders' Equity," "Consolidated Statements of


                                       21


<PAGE>   23


              Cash Flows," "Notes to Consolidated Financial Statements" and
              "Report of Independent Auditors").

21            Subsidiaries of the registrant.

23            Consent of KPMG Peat Marwick LLP.

27(1)         Financial Data Schedule.

27(2)         Financial Data Schedule (Restated).

27(3)         Financial Data Schedule (Restated).

---------------------------------------------------------------------

       (1)    Numbered in accordance with Item 601 of Regulation S-K.
    
       (2)    An asterisk (*) denotes the Company's management contracts or
              compensatory plans or arrangements.







                                       22