<PAGE>   1
 
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                                   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 (FEE REQUIRED)
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
 
                                       OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES ACT OF 1934 (NO FEE REQUIRED)
 
                           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
            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 $108 million based
upon the closing price of the shares on the New York Stock Exchange Composite
Tape on March 25, 1996.
 
     As of March 25, 1996, there were issued and outstanding 18,417,907 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 31, 1995: 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 21, 1996: Part III.
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<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 U.S. manufacturer and marketer of
multiple categories of branded houseware products for everyday home use. The
Company believes it is the leading U.S. supplier of metal bakeware, kitchen
tools and gadgets and non-toxic pest control products. In addition, the Company
believes it is a leading U.S. supplier of plastic storage products (including
crates, containers, baskets and office organizers), cleaning products (primarily
brushes, brooms and mops) and small animal care and control products. The
Company markets its products primarily in the U.S. through substantially all
distribution channels that sell houseware products for everyday home use,
including mass merchandisers, supermarkets, hardware, drug and specialty 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 lines
(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.

         January 1992--acquisition of Frem Corporation ("Frem"), a manufacturer
         and marketer of molded plastic products.

         April 1993--acquisition of Kellogg Brush Manufacturing Co. and
         subsidiaries ("Kellogg"), a manufacturer and marketer of brushes, 
         brooms and mops.

         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.

         The Company operates in one industry segment. See Note 14 of Notes to
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 (i) leverage the Company's brand
names to further increase brand recognition and reputation among retailers and
consumers and expand sales to existing and future customers across multiple
product categories, (ii) focus on customer sales and service, (iii) increase
market and customer penetration by offering differentiated product lines and

                                        1

<PAGE>   3

   
new and proprietary products and by cross-marketing the full range of the
Company's product lines, and (iv) pursue growth through acquisition of
additional consumer product lines and businesses.
    

         Since the fourth quarter of Fiscal 1993, Ekco has taken a series of
actions to position the Company for long-term growth (the "Ekco Integration").
The Ekco Integration included (i) the combination of four of the Company's
principal business units into a single operating division, and (ii) the
introduction of a new branding strategy to capitalize on the strength of the
Ekco(R) brand name. The Ekco Integration combined the management and operations
of the Company's bakeware, kitchenware, cleaning products and molded plastic
products businesses, which sell through common channels of distribution and
accounted for over 75% of the Company's net revenues in Fiscal 1995. The newly
created single organization combines and coordinates the sales, marketing,
manufacturing, distribution, administrative and financial activities for the
four product categories. The Company also consolidated a large portion of the
distribution of bakeware and kitchenware products as well as certain cleaning
products into its new distribution facility in Bolingbrook, Illinois from four
separate warehousing and distribution locations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and Notes to the
Consolidated Financial Statements appearing in Exhibit 13 hereto, incorporated
herein by reference.

   
         As part of the Ekco Integration, in January 1996 the Company introduced
its new branding strategy in which the Ekco(R) brand name is used to market most
of the products in these four categories. The new strategy enables the Company
to capitalize on the strength of the Ekco(R) brand name by improving the brand
identification of these products by consumers and increasing promotional
opportunities for retailers. In addition, management believes that the new
branding strategy enhances the effectiveness of the Company's newly consolidated
sales and marketing effort by facilitating cross-marketing of the Company's
products to retail customers under Ekco(R), one of the strongest brand names in
the housewares industry.
    


         Recent Developments -------------------    
         OFFERING OF SENIOR NOTES. On March 25, 1996, the Company completed a
private offering to institutional investors of an aggregate of $125 million
principal amount of 9 1/4% Senior Notes due 2006 (the "Senior Notes") at a price
of 99.291% of face value. The net proceeds of the offering were used by the
Company to (i) repurchase all of the outstanding 12.70% Senior Subordinated
Notes due 1998 of Housewares, (ii) repurchase the Company's outstanding 7.0%
Subordinated Convertible Note due 2002, and (iii) repay amounts outstanding
under the Company's existing $75 million revolving credit facility. The offering
was effected without registration under the Securities Act of 1933, as amended,
or any applicable state securities law. The Company, however, has agreed to file
with the Securities and Exchange Commission (the "Commission") and use its best
efforts to become effective, a registration statement with respect to a new
issue of senior notes (the "Exchange Notes") with terms substantially identical
to those of the Senior Notes and, upon becoming effective, to offer the holders
of the Senior Notes the opportunity to exchange their Senior Notes for a like
principal amount of Exchange Notes and, under certain circumstances, to file a
shelf registration statement to cover resales of the Senior Notes by the holders
thereof. Concurrently with the closing of the above-described private offering,
the Company amended its $75 million revolving credit facility (as so amended,
the "Revolving Credit Facility") by consolidating the outstanding debt and
borrowing capacity of the Company and its subsidiaries and by revising certain
financial covenants. See Note 19 to Notes to Consolidated Financial Statements
appearing in Exhibit 13 hereto, incorporated herein by reference, for further
information regarding the offering and the Revolving Credit Facility. 
    


                                        2
<PAGE>   4

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 and uncoated bakeware marketed under the
Ekco(R) trademark. 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 U.S. supplier of metal bakeware in the U.S.
    

         The Company regularly 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. In 1995, the Company introduced specialty muffin
pans marketed under the Baker's Secret(R) trademark. In January 1996, the
Company expanded its insulated, non-stick coated bakeware product line with the
introduction of a variety of baking sheets and baking pans marketed under the
Baker's Secret Air Insulated(TM) trademark. The Company also introduced its
"Healthy Cooking Made Simple" non-stick coated ovenware, including broiling pans
featuring porcelain-coated racks which double as grill tops, and non-stick
roasters which hold poultry vertically during cooking for self-basting. The
Company also introduced two new merchandising display systems for bakeware: a
"cross bar" system which provides full-view product presentation, and its Air
Pockets(TM) slanted-shelf peg-board system.

         KITCHENWARE. The Company sells kitchen tools and gadgets under the
Ekco(R) and Ekco Pro(TM) trademarks. The Company markets more than 1,000
products in its kitchen tools and gadgets line, including multiple colors of the
same item and various packaging combinations. 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 U.S. supplier of kitchen tools and
gadgets. The Company believes that it has obtained this position because of its
broad product lines, brand name recognition, quality and service.

         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 regularly updates its kitchenware line and introduces new
items. For example, in January 1996 the Company introduced a line of upscale
kitchen tool, gadget and cutlery products under the Ekco Pro(TM) trademark. The
Company also introduced a line of boxed gadgets which include various
kitchenware items and sets such as spice racks, gadget organizers and canisters
and updated the colors of its Nova(TM) line of kitchen tools. In addition, the
Company supplemented its merchandising display program by adding a movable
vertical "power tower" which utilizes only one square foot of selling space.

                                        3

<PAGE>   5

         CLEANING PRODUCTS. The Company manufactures and markets a broad line of
cleaning products, including brushes, brooms and mops for home use, indoor and
outdoor specialty cleaning and janitorial use. The Company believes that it is a
leading manufacturer of cleaning brushes for household, kitchen and personal
use.

         In 1995, the Company introduced a line of indoor and outdoor push
brooms and a line of professional-grade janitorial dust and wet mops. Consistent
with its strategy of leveraging the Ekco(R) brand name, in January 1996 the
Company reintroduced its cleaning products in new packaging utilizing the
Ekco(R) trademark for distribution in the mass merchandise and supermarket
distribution channels. The Company continues to market brooms and brushes under
the Wright-Bernet(TM) trademark to specialty hardware retailers, and mops to
janitorial supply and professional cleaning companies. In January 1996, the
Company introduced its line of short-handle and long-handle cleaning products
with comfortable non-slip grips marketed under the Clean Results(TM) trademark,
and further expanded its long-handle product line to include "better" and "best"
dust mops and a ceiling fan brush. The Company also expanded its cleaning
product line to include lint traps, dust, glass and quick wipes and scrub and
scour mitts.

         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.
The Company's products include spring-action rodent traps and glue-based 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 animal cage traps in the
U.S. In 1995, the Company introduced a no-see, no-touch, pre-set and pre-baited
mouse trap, and the Roach Magnet(TM), a non-toxic roach trap containing a
pheromone attractant.

   
         MOLDED PLASTIC PRODUCTS. The Company manufactures and markets injection
molded plastic housewares, office and juvenile products. The Company's
houseware products include a variety of storage crates and bins, laundry and
storage baskets, organizers, wastebaskets and utility caddies. Office products
include file crates, desk-top organizers, file caddies and carts. Juvenile
products include pocket trays, activity desks and organizing bins and baskets.
The Company's molded plastic products emphasize functionality as well as fashion
and color and currently consist of more than 60 products in a variety of
distinctive colors.
    

   

         The Company develops new products and works with retailers on design
concepts. In January 1995, the Company introduced a storage locker with a lift
out tray, a flip-top storage crate for files and a smaller carry-all box.
Consistent with its strategy of leveraging the Ekco(R) brand name, in January
1996 the Company reintroduced its molded plastic products with new packaging
that utilizes the Ekco(R) brand name. In January 1996, the Company expanded its
plastic stacking bin product line to include big and jumbo-sized storage bins
for garage, pantry, closet and children's use, and added a jumbo-sized cart to
its line of plastic rolling carts. The Company introduced an expanded line of
laundry products, including a divided laundry basket organizer, a three-handle
"hip rider" laundry basket and a wheeled hamper with a built-in handle. The
Company also introduced a multi-purpose bin with a folding handle marketed under
the Tag Along(TM) trademark.
    

         VIA!  In January 1995, the Company introduced its VIA!(TM) line of
houseware products designed for the upscale and specialty marketplace.
Initial products included VIA!'s kitchen tools and gadgets such as "Tutto

                                        4

<PAGE>   6

   
Italiano" pasta, garlic and pizza cooking and storage items, multi-function
items, such as a combination spoon rest/tea bag holder/utility dish, and
bakeware products, including cookie sheets, loaf pans and muffin tins in
heavy-gauge coated and uncoated steel, tin steel pans, and heavy-gauge coated
steel roasting pans, racks, bakers and broilers. In January 1996, the VIA!(TM)
product line was expanded to include tea kettles marketed under the "House
Blend" brand, pantryware marketed under the "Classic Pantry" brand, a line of
trivets and tool jugs and additional multi-function gadgets marketed under the
"2 Tools in 1" brand.
    

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 U.S. 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
each of the 30 largest mass merchandisers (as ranked by the July 3, 1995
Discount Industry Annual Report published by Discount Store News), including
Wal-Mart, Kmart and Target. The Company estimates that it sells its products in
over 90% of the approximately 38,000 U.S. supermarkets, including Winn-Dixie,
Kroger and Albertson's. The Company sells its products to many of the largest
hardware chains, including Ace Hardware, Home Depot, True Value, ServiStar and
Lowe's Home Centers. Of its customers, Wal-Mart and Kmart accounted for 13.4%
and 9.0%, respectively, of the Company's net revenues in Fiscal 1995.  No other
customer accounted for more than 5% of the Company's net revenues in Fiscal 
1995.
    

         The Company's products are distributed through the following retail
channels: Bakeware is distributed primarily through mass merchandisers and
supermarkets; kitchenware is distributed primarily through supermarkets and mass
merchandisers, as well as hardware and drug stores; cleaning products are
marketed under the Ekco(R) trademark primarily to mass merchandisers and
supermarkets; broom and brush products are marketed under the Wright-Bernet(TM)
trademark to hardware retailers and mops are marketed to janitorial supply and
professional cleaning companies; pest control and small animal care and control
products are marketed to mass merchandisers, supermarkets, hardware, drug and
variety stores, agricultural centers and farm stores, home centers and
professional pest control companies; molded plastic products are distributed
through mass merchandisers, as well as large specialty retailers such as office
supply stores and drug stores; and VIA!(TM) products are distributed through
department stores and upscale and specialty stores, including Lechter's, Crate &
Barrel, Linens 'N Things and Bed, Bath & Beyond.

Sales and Marketing
-------------------

         The Ekco Integration has enabled the Company to shift the focus of its
sales and marketing strategy from individual product categories to the broader
needs of each of its customers. Each of the Company's customers now has one Ekco
sales person responsible for selling and marketing most of the Company's
products. As part of the Ekco Integration, the Company has created a new Ekco(R)
logo and new "family" look packaging and marketing materials designed to present
consumers with a uniform message of Ekco(R) quality, value, design and
functionality.

   
         The Company markets its product lines directly through its own sales
and marketing organization and through a network of representatives and brokers.
Outside the U.S., the Company's products are marketed through its Canadian and
U.K. subsidiaries and distributors and agents who
    

                                        5

<PAGE>   7

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.

Manufacturing and Sourcing
--------------------------

         The Company manufactures most of its bakeware, cleaning, molded plastic
and pest control and small animal care and control products. High volume
kitchenware products (representing approximately 25% of kitchenware sales) are
generally manufactured and assembled by the Company and the remainder are
sourced from third parties. The Company utilizes a variety of standard
manufacturing processes, including metal stamping, injection molding, mesh
welding, wire forming, and automatic staple setting. The Company regularly
evaluates its manufacturing and third party sourcing options to maintain an
appropriate balance between quality and cost.

Raw Materials and Components
----------------------------

         The Company purchases primary raw materials, including plastic resin,
tin-plated steel, wood and corrugated boxes and packaging, from a number of
suppliers, including several major steel companies and a number of plastic resin
suppliers. All of these materials are subject to price fluctuations which may
adversely affect the Company's profitability. The Company purchases primarily on
the spot market and does not maintain long-term contracts with suppliers. The
Company also purchases components and complete products, primarily for kitchen
tools and gadgets, from several domestic and foreign suppliers. The Company
believes that raw materials, component items and complete products are available
from 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) and VIA!(TM) trademarks 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 product lines are
highly competitive and that competition for retail sales to consumers is based
on several factors, including brand name recognition, value, quality, price 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 of the
retailer and price.

         The Company competes with established companies, several of which have
substantially greater resources than those of the Company. There are no
substantial regulatory or other barriers to entry of new competitors in the
housewares industry. 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 the brand name
recognition by consumers, quality and price of the supplier's products, the
level of service provided by the supplier and the supplier's ability to support
promotions.


                                        6

<PAGE>   8

         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,
back-toschool shopping 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 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 31, 1995, the Company employed 1,255 persons in the U.S.
of whom 671 were represented under collective bargaining agreements which expire
on dates ranging from February 1997 to February 2000. As of such date, the
Company also employed 33 persons in Canada, of whom 13 were represented under a
collective bargaining agreement which expires in July 1997, and three persons in
the U.K. 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
the Private Securities Litigation Reform Act of 1995. 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 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.



                                        7

<PAGE>   9

Item 2.   PROPERTIES
-------   ----------


         As of December 31, 1995, the Company owned or leased for use in its
business the properties set forth in the table below:

                                        8

<PAGE>   10

<TABLE>
<CAPTION>
                                                                           Approximate       Owned or    Lease
Description of Property                      Location                      Square Footage    Leased      Expires
-----------------------------------------------------------------------------------------------------------------

<S>                                          <C>                           <C>               <C>         <C>  
Executive offices                            Nashua, New Hampshire           8,000           Leased      11/06/97

Administrative offices for the               Franklin Park, Illinois       190,000           Leased      01/31/99
housewares division and warehousing
and distribution center for VIA!
products

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

Warehousing and distribution center          Bolingbrook, Illinois         260,000           Leased      06/30/02
for kitchen tools, gadgets, bakeware
and other Company products

Manufacturing, warehousing,                  Lititz, Pennsylvania          366,000           Owned       N/A
distribution and office facility
for pest control and small animal
care and control products

Manufacturing, warehousing, office           Easthampton, Massachusetts    326,000           Owned       N/A
and distribution facility for brushes,
brooms and mops

Manufacturing, warehousing,                  Worcester, Massachusetts      170,000           Owned       N/A
distribution and office facility for
molded plastic products

Warehousing facility for molded              Worcester, Massachusetts      135,000           Leased      01/31/00
plastic products

Manufacturing, warehousing and               Phoenix, Arizona              104,000           Owned       N/A
distribution facility for molded
plastic products

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

Manufacturing and warehousing                Obregon, Sonora, Mexico        27,000           Leased      12/23/96
facility for kitchen tools and
gadgets
</TABLE>


                                        9

<PAGE>   11

<TABLE>
<CAPTION>
<S>                                          <C>                           <C>               <C>         <C>  
Office and warehousing facility              Niagara Falls, Ontario        39,000            Owned       N/A
for products for sale and                    Canada
distribution in Canada

Manufacturing and distribution               Nashville, Tennessee          42,000            Leased      12/31/96
facility for institutional mop
and broom products

Office facility for VIA!(TM)                 Englewood Cliffs, New Jersey   3,000            Leased      07/31/96
products

Office facility for products for             Caldicot, Gwent, U.K.          2,000            Leased      09/01/98
sale and distribution in the U.K.

<FN>

-----------------------
(a)      In addition to the properties listed in the table, as of December 31,
         1995 the Company owned approximately 568,000 square feet of floor space
         which is being held for sale or lease. Approximately 10% of this space
         was under lease to a third party as of that date. The remaining space
         is covered by a purchase and sale agreement. The Company leases other
         real properties not set forth above which in the aggregate, are not
         deemed material.

(b)      Substantially all of the properties owned by the Company are subject to
         mortgage liens granted in connection with the Revolving Credit
         Facility. The Company believes that its properties are generally
         suitable and adequate for its purposes for the foreseeable future.
</TABLE>

                                       10

<PAGE>   12

Item 3.  LEGAL PROCEEDINGS
-------  -----------------


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 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 and oil 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 have agreed 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 wastewater lagoon
exceed the lesser of 25% of the total cost or $750,000. 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 contribution that it may be
required to make will have a material adverse effect on its financial position,
results of operations or liquidity.

         In June 1992, the United States filed an action in the U.S. District
Court for the Northern District of Ohio against Housewares seeking penalties and
injunctive relief and alleging violations as a result of an alleged failure to
provide certain closure and post-closure financial assurances with respect to
the Massillon, Ohio site. Pursuant to the Indemnity Agreement and

                                       11

<PAGE>   13

a confirmatory letter from AHP to Housewares on December 19, 1988 (the
"Indemnity Documents"), AHP conducted and controlled all matters relating to
such financial assurances and the defense of the action filed in June 1992. In
January 1994, the court entered judgment against Housewares in the amount of
$4.6 million in the lawsuit. AHP filed a notice of appeal on behalf of
Housewares. In March 1994, AHP informed Housewares that, should it be
unsuccessful in its appeal, it would attempt to hold Housewares responsible for
a portion of the penalties (approximately $600,000, exclusive of interest)
arising from Housewares' alleged delay in furnishing certain information to the
Ohio Environmental Protection Agency. In March 1994, Housewares notified AHP
that Housewares denies all liability and that AHP is liable for all liabilities,
losses, costs or damages arising from the lawsuit pursuant to the Indemnity
Documents. In August 1995, the Appeals Court affirmed the Company's liability,
reversed the imposition of civil penalties for certain periods of time and
remanded the redetermination of such penalties to the District Court. The
District Court has not yet completed its redetermination. The Company is unable
to predict the result of the redetermination or AHP's attempts to obtain
contribution from Housewares, but the Company does not believe that any such
liability will have a material adverse effect on its financial position, results
of operations or liquidity.

Litigation
----------

         In addition to the environmental claims discussed above, from time to
time the Company is a party to litigation and other legal proceedings, including
product liability claims. In many cases, claims are covered by insurance,
subject to standard deductibles. Although the outcome of such proceedings cannot
be determined with certainty, the Company believes that the final outcome of
such proceedings will not have a material adverse effect on the Company.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------


         Not applicable.



                                       12

<PAGE>   14

<TABLE>
                      EXECUTIVE OFFICERS OF THE REGISTRANT
                      ------------------------------------
<CAPTION>



Name                      Age       Office Held
----                      ---       -----------

<S>                       <C>       <C>
Robert Stein              56        President and Chief Executive Officer,
                                    February 1986 to present; Chief Financial
                                    Officer, July 1980 to July 1993.

Jeffrey A. Weinstein      45        Executive Vice President, April 1985 to
                                    present; Secretary, February 1988 to
                                    present; General Counsel, October 1978 to
                                    present.

   
Donato A. DeNovellis      51        Executive Vice President, October 1994  to
                                    present; Chief Financial Officer, July
                                    1993 to present; Vice President, July 1993
                                    to October 1994.  Prior to joining the
                                    Company, from 1980 to 1992 Mr. DeNovellis
                                    served Xerox Corporation and its
                                    subsidiary companies in a number of
                                    capacities, including the following:
                                    Managing Director from May 1992 to October
                                    1992, and Executive Vice President and
                                    Chief Administrative Officer from April
                                    1991 to May 1992 of Crum & Forster, Inc.
                                    (a property/casualty insurance holding
                                    company); and Senior Vice President,
                                    Operations Analysis, from January 1990 to
                                    April 1991 of Xerox Financial Services (a
                                    financial services company).
    

Stuart Cohen              49        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. ("VKM") (an
                                    investment products and management firm),
                                    where he was responsible for strategic
                                    planning and business development.  From
                                    August 1986 to April 1991, Mr. Cohen was
                                    an investment banker and Vice President,
                                    Mergers and Acquisitions, Capital Markets
                                    Divisions of VKM.

   
John R. Haran             53        Vice President and Treasurer, February
                                    1996 to present.  From January 1994 to
                                    March 1995, Mr. Haran served as Chief
                                    Financial Officer of Strategic Realty
                                    Advisors, Inc. (a commercial real estate
                                    company) and from March 1990 to December
                                    1993, he served as Chief Financial Officer
                                    of VMS Realty Partners (a commercial real
                                    estate partnership).
    

Brian R. McQuesten        46        Vice President, February 1996 to present;
                                    Controller, May 1987 to present.
</TABLE>

                                       13

<PAGE>   15

         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.


                                     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 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.



                                       14

<PAGE>   16

                                    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 1996 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 1996 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 1996 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 1996 Annual Meeting of Stockholders is
incorporated herein by reference.




                                       15

<PAGE>   17

                                     Part IV
                                     -------



<TABLE>
Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------   ----------------------------------------------------------------
<CAPTION>

                                                                 Page Number in
                                                                 Exhibit 13
                                                                 --------------

<S>      <C>                                                          <C>
(a) 1.   Financial Statements:
--- --   ---------------------

         Report of independent auditors.............                  48

         Consolidated balance sheets at December 31,
         1995 and January 1, 1995...................                  30

         Consolidated statements of operations for
         the fiscal years ended December 31, 1995,
         January 1, 1995 and January 2, 1994........                  31

         Consolidated statements of stockholders' 
         equity for the fiscal years ended 
         December 31, 1995, January 1, 1995 and
         January 2, 1994............................                  32

         Consolidated statements of cash flows
         for the fiscal years ended December 31,
         1995, January 1, 1995 and January 2, 1994..                  33

         Notes to consolidated financial
         statements.................................                  34
</TABLE>

<TABLE>
<CAPTION>
                                                                 Page Number in
                                                                 Form 10-K
                                                                 --------------

<S>      <C>                                                          <C>
         Independent auditors' report...............                  18



    2.   Financial Statement Schedules:
    --   ------------------------------

         III  Condensed Financial Information
              of the Registrant.....................                  19

         VIII Valuation and Qualifying Accounts.....                  23


Schedules other than those 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 24.)
    --   --------- 

(b) Reports on Form 8-K -- None.
--- -------------------
</TABLE>



                                       16

<PAGE>   18

                                   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/ ROBERT STEIN
                                       ------------------------------------
                                    Robert Stein, President and Chief
                                    Executive Officer
                                    (Principal Executive Officer)
                                    Date: March 29, 1996

                                    By: /s/ DONATO A. DeNOVELLIS
                                       ------------------------------------
                                    Donato A. DeNovellis, Executive Vice
                                    President, Finance and Administration,
                                    and Chief Financial Officer
                                    (Principal Financial Officer)
                                    Date: March 29, 1996

                                    By: /s/ BRIAN R. McQUESTEN
                                       ------------------------------------
                                    Brian R. McQuesten, Vice President and
                                    Controller
                                    (Principal Accounting Officer)
                                    Date: March 29, 1996

<TABLE>
       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>                                    <C>                     <C>
/s/ T. MICHAEL LONG                    Director                March 29, 1996
-------------------------
T. Michael Long

/s/ STUART B. ROSS                     Director                March 29, 1996
-------------------------
Stuart B. Ross

/s/ MALCOLM L. SHERMAN                 Director                March 29, 1996
-------------------------
Malcolm L. Sherman

/s/ BILL W. SORENSON                   Director                March 29, 1996
-------------------------
Bill W. Sorenson

/s/ HERBERT M. STEIN                   Director                March 29, 1996
-------------------------
Herbert M. Stein

/s/ ROBERT STEIN                       Director                March 29, 1996
-------------------------
Robert Stein

/s/ JEFFREY  A. WEINSTEIN              Director                March 29, 1996
-------------------------
Jeffrey A. Weinstein
</TABLE>




                                       17

<PAGE>   19

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------






Board of Directors and Stockholders
Ekco Group, Inc.


   
       Under date of February 5, 1996, except as to note 19, which is as of
March 25, 1996, we reported on the consolidated balance sheets of Ekco Group,
Inc. and subsidiaries as of December 31, 1995 and January 1, 1995, 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 31,
1995, as contained in the 1995 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 1995. In connection with our
audits of the aforementioned consolidated financial statements, we also audited
the related consolidated financial statement schedules as listed in Item 14(a)2
of this report. These financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.
    

       In our opinion, such financial statement schedules, 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.

       In 1993, the Company changed its method of accounting for income taxes,
post-retirement benefits other than pensions and post-employment benefits.



   
                                                  /s/ KPMG Peat Marwick LLP
    




Boston, Massachusetts
March 25, 1996



                                       18

<PAGE>   20

<TABLE>
                                   EKCO GROUP, INC. AND SUBSIDIARIES
                    SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
                                 CONSOLIDATED CONDENSED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
-----------------------------------------------------------------------------------------------------------
<CAPTION>


                                                                    DECEMBER 31, 1995       JANUARY 1, 1995
                                                                    -----------------       ---------------
<S>                                                                    <C>                      <C>     
ASSETS
Current assets
   Cash and cash equivalents                                           $      -                 $      -
   Prepaid expenses and other current assets                                238                      276
   Investment pledged as collateral                                           -                    3,600
                                                                       --------                 --------
      Total current assets                                                  238                    3,876

Furniture and equipment, net                                                143                      103
Property held for sale or lease                                               -                    3,285
Deferred income taxes                                                     1,383                    2,265
Other assets                                                              3,551                    3,119
Investment in and advances to subsidiaries                              191,840                  206,176
                                                                       --------                 --------
         Total assets                                                  $197,155                 $218,824
                                                                       ========                 ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Note payable                                                        $      -                 $  3,643
   Current portion of long-term obligation                                    -                        -
   Accounts payable                                                         379                      762
   Accrued expenses                                                       2,707                    4,293
   Income taxes                                                             389                    2,616
   Deferred income taxes                                                  2,063                    1,279
                                                                       --------                 --------
Total current liabilities                                                 5,538                   12,593
                                                                       --------                 --------

Long-term obligation, less current portion                                  829                   22,223
                                                                       --------                 --------
Non-interest bearing note payable to Ekco
  Housewares, Inc.                                                       26,100                   26,100
                                                                       --------                 --------
Other long-term liabilities                                               2,486                    2,979
                                                                       --------                 --------
7% Convertible Subordinated Note                                         22,000                   22,000
                                                                       --------                 --------
Series B ESOP Convertible Preferred
   Stock, net; outstanding 1,488 shares and
      1,568 shares, respectively,
      redeemable at $3.61 per share                                       3,458                    3,096
                                                                       --------                 --------
Commitments and contingencies
Stockholders' equity:
   Preferred stock, $.01 par value                                            -                        -
   Common stock, $.01 par value; outstanding
      18,414 shares and 18,069 shares, respectively                         184                      181
   Capital in excess of par value                                       106,916                  105,448
   Retained earnings                                                     33,614                   27,172
   Unearned compensation                                                 (3,970)                  (2,968)
                                                                       --------                 --------
                                                                        136,744                  129,833
                                                                       --------                 --------
      Total liabilities and stockholders' equity                       $197,155                 $218,824
                                                                       ========                 ========
</TABLE>


The accompanying notes are an integral part of the consolidated condensed
financial statements.



                                       19

<PAGE>   21

<TABLE>
                                           EKCO GROUP, INC. AND SUBSIDIARIES
                     SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (CONTINUED)
                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------------------------------------------
<CAPTION>


                                                                         FISCAL YEARS ENDED
                                                                         ------------------
                                                   DECEMBER 31, 1995       JANUARY 1, 1995          JANUARY 2, 1994
                                                   -----------------       ---------------          ---------------

<S>                                                     <C>                     <C>                     <C>   
Revenues

   Investment income                                    $    71                 $   224                 $   500
   Equity in earnings of subsidiaries                    14,530                  18,132                  10,627
                                                        -------                 -------                 -------
                                                         14,601                  18,356                  11,127
                                                        -------                 -------                 -------

Costs and expenses:
   General and administrative                             1,606                   4,070                   3,374
   Restructuring/reorganization and excess
    facilities charge                                         -                       -                   3,631
   Interest expense                                       3,187                   3,103                   2,508
                                                        -------                 -------                 -------
                                                          4,793                   7,173                   9,513
                                                        -------                 -------                 -------
Income before income taxes and
    cumulative effect of accounting changes               9,808                  11,183                   1,614
                                                        -------                 -------                 -------

Income taxes (credit)                                     1,763                    (240)                   (645)
                                                        -------                 -------                 -------

Income before cumulative effect of
    accounting changes                                    8,045                  11,423                   2,259

Cumulative effect of changes in method
    of accounting for post-retirement
    and post-employment benefits (net of
    income taxes of $1,954)                                   -                       -                  (3,247)
                                                        -------                 -------                 -------

Net income (loss)                                       $ 8,045                 $11,423                 $  (988)
                                                        =======                 =======                 =======

Per share data
   Earnings before cumulative effect of
    accounting changes                                  $   .40                 $   .57                 $   .11
   Cumulative effect of accounting changes                    -                       -                    (.19)
                                                        -------                 -------                 -------
   Net income (loss)                                    $   .40                 $   .57                 $  (.08)
                                                        =======                 =======                 =======

Weighted average number of shares used
    in computation of per share data
   Earnings before cumulative effect
    of accounting changes                                20,318                  20,115                  19,999
   Cumulative effect of accounting
    changes                                                   -                       -                  17,148
</TABLE>


The accompanying notes are an integral part of the consolidated condensed
financial statements.






                                       20

<PAGE>   22

<TABLE>
                              EKCO GROUP, INC. AND SUBSIDIARIES
          SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (CONTINUED)
                        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (AMOUNTS IN THOUSANDS)
<CAPTION>


                                                                          FISCAL YEARS ENDED
                                                                          ------------------
                                                        DECEMBER 31,           JANUARY 1,            JANUARY 2,
                                                        ------------           ----------            ----------
                                                           1995                   1995                  1994
                                                           ----                   ----                  ----

<S>                                                      <C>                    <C>                      <C>   
Cash flows from operating activities:
  Net income (loss)                                      $  8,045               $ 11,423              $   (988)
  Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operations:
        Depreciation                                          100                     51                   643
        Amortization of unearned compensation               1,363                  1,120                 1,129
        Equity in earnings of subsidiaries                (14,530)               (18,132)              (10,627)
        Deferred income taxes                               1,666                    929                   201
        Cumulative effect of accounting change                  -                      -                 3,247
        Other                                                  (5)                  (134)                1,085
        Change in certain assets and liabilities
           affecting cash provided by (used in)
           operations:
              Other assets                                    (41)                 5,069                (1,750)
              Accounts payable and accrued expenses        (1,949)                   946                   879
              Income taxes payable                         (2,227)                (2,337)                1,075
                                                         --------               --------              --------
              Net cash used in operations                  (7,578)                (1,065)               (5,106)
                                                         --------               --------              --------

Cash flows from investing activities:
  Proceeds from sale of property and equipment              2,772                      -                    42
  Capital expenditures                                       (135)                  (181)                  (79)
  Investment in and advances to subsidiaries               28,866                (13,896)              (11,882)
                                                         --------               --------              --------
              Net cash used in investing activities        31,503                (14,077)              (11,919)
                                                         --------               --------              --------

Cash flows from financing activities:
  Proceeds from issuance of long-term
     obligations                                            5,820                 22,223                     -
  Proceeds from sale of investment held as
    collateral                                              3,600                      -                   750
  Payments of dividends                                    (1,603)                     -                     -
  Purchases of treasury stock                              (1,180)                     -                     -
  Purchase of common stock for employee stock
     ownership plan                                             -                   (950)                    -
  Payment of notes and long-term obligation               (30,857)                (7,615)                 (993)
  Other                                                       295                  1,484                   913
                                                         --------               --------              --------
              Net cash provided by financing
                activities                                (23,925)                15,142                   670
                                                         --------               --------              --------
              Net increase (decrease) in cash and
                cash equivalents                                -                      -               (16,355)
Cash and cash equivalents at beginning
  of year                                                       -                      -                16,355
                                                         --------               --------              --------
Cash and cash equivalents at end of year                 $      -               $      -              $      -
                                                         ========               ========              ========
</TABLE>


The accompanying notes are an integral part of the consolidated condensed
financial statements.

                                       21

<PAGE>   23

                        EKCO GROUP, INC. AND SUBSIDIARIES
  SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (CONTINUED)
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND OTHER MATTERS:

   
        The condensed consolidated financial statements included herein have
  been prepared by the Company pursuant to the rules and regulations of the
  Commission. Certain information and footnote disclosures normally included in
  financial statements prepared in accordance with generally accepted accounting
  principles have been condensed or omitted pursuant to such rules and
  regulations. It is suggested that these condensed consolidated financial
  statements be read in conjunction with the financial statements and the notes
  included in this Form 10-K.
    

        The consolidated condensed financial statements include the accounts of
  the Company and its subsidiaries all of which are reported under the equity
  method of accounting. The accompanying condensed financial statements include
  the fiscal years ended December 31, 1995 ("Fiscal 1995"), January 1, 1995
  ("Fiscal 1994") and January 2, 1994 ("Fiscal 1993"). Certain amounts from
  prior periods have been reclassified to conform with the presentation for the
  current fiscal year.

        Equity in earnings of the Company's subsidiaries is presented after
  elimination of management fees payable to the Company, for Fiscal 1995 $4.4
  million, for Fiscal 1994 $4.3 million and for Fiscal 1993 $4.2 million and
  interest payable of $4.9 million for Fiscal 1995.

        Under the terms of the Ekco Housewares' 12.70% Notes, the amount which
  may be paid to the Company by Ekco Housewares is limited in accordance with a
  formula, which is based primarily on the consolidated net revenues and net
  income of Ekco Housewares, plus reimbursement for expenses and amounts due
  pursuant to a tax sharing arrangement. At December 31, 1995, the amount
  payable to the Company by Ekco Housewares was approximately $800,000.

        During Fiscal 1995, Fiscal 1994 and Fiscal 1993, no dividends were paid
  to the Company by its subsidiaries.


2. Income taxes:

        Deferred tax assets and liabilities are recognized for the future tax
  consequences attributable to differences between the financial statement
  carrying amounts of existing assets and liabilities and their respective tax
  bases. Deferred tax assets and liabilities are measured using enacted tax
  rates expected to apply to taxable income in the years in which those
  temporary differences are expected to be recovered or settled. The effect, if
  any, on deferred tax assets and liabilities of a change in tax rates is
  recognized in income in the period that includes the enactment date.



                                       22

<PAGE>   24



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

-------------------------------------------------------------------------------------------------------------------------------
   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 31, 1995:
   Allowance for doubtful
       accounts                         $ 1,739            $ (442)          $  -           $    -         $  249        $ 1,048
   Reserves related to plant
       consolidations                     3,305                 -              -            3,305              -              -
                                        -------            ------           ----           ------         ------        -------
                                        $ 5,044            $ (442)          $  -           $3,305         $  249        $ 1,048
                                        =======            ======           ====           ======         ======        =======

YEAR ENDED JANUARY 1, 1995:
   Allowance for doubtful
       accounts                         $ 1,758            $   247          $  -           $    -         $  266        $ 1,739
   Provisions related to
       restructuring/reorganization
       and excess facilities cost         8,323                  -             -            5,018              -          3,305
                                        -------            -------          ----           ------         ------        -------
                                        $10,081            $   247          $  -           $5,018         $  266        $ 5,044
                                        =======            =======          ====           ======         ======        =======

YEAR ENDED JANUARY 2, 1994:
   Allowance for doubtful
    accounts                            $ 1,607            $   449          $375 (1)       $    -         $  673        $ 1,758
   Provisions related to
    restructuring/reorganization
    and excess facilities cost                -             11,000             -                -          2,677          8,323
                                        -------            -------          ----           ------         ------        -------
                                        $ 1,607            $11,449          $375           $    -         $3,350        $10,081
                                        =======            =======          ====           ======         ======        =======

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

<FN>
(1)    Included in valuation of assets of Kellogg Brush Manufacturing Co. acquired April 1, 1993.
</TABLE>


                                       23

<PAGE>   25



<TABLE>
                                INDEX TO EXHIBITS
<CAPTION>


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

<S>          <C>
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.

3.1(i)(b)    Certificate of Designations of Series A Junior Participating
             Preferred Stock, originally filed as Exhibits 3.1(b) and 4.2(c)
             to Form 10-K for the year ended December 28, 1986, included in
             Exhibit 4.1 (incorporated herein by reference to Exhibit 3.1(b)
             to Form 10-K for the year ended January 1, 1995).

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 Exhibit 3.2 to Form 10-K for the year ended December 29,
             1991).

4.1          Rights Agreement dated as of March 27, 1987, including Form of
             Rights Certificate and Form of Certificate of Designations of
             Series A Junior participating Preferred Stock, originally filed
             as Exhibit 4.2(c) to Form 10-K for the year ended December 28,
             1986; First Amendment dated as of June 9, 1988, originally filed
             as Exhibit 4.2(a)(2) to Form 10-K for the year ended January 1,
             1989; [Second] Amendment dated as of January 10, 1989,
             originally filed as Exhibit 4.2(a)(3) to Form 10-K for the year
             ended January 1, 1989; Third Amendment dated as of March 23,
             1992, originally filed as Exhibit 8 to Form 8 Amendment No. 2 to
             Form 8-A dated June 30, 1992; and Fourth Amendment dated as of
             December 22, 1992, originally filed as Exhibit 9 to Form 8
             Amendment No. 3 dated January 8, 1993 to Form 8-A (incorporated
             herein by reference to Exhibit 4.2 to Form 10-K for the year
             ended January 3, 1993).

   
4.2(a)       Indenture dated as of March 25, 1996 among the registrant, its
             U.S. operating subsidiaries and Fleet National Bank of
             Connecticut.
    

   
4.2(b)       Form of 9 1/4% Senior Note due 2006, included in Exhibit 4.2(a).
    

<FN>
--------------------------------------------------------------------------------
(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.
</TABLE>


                                       24

<PAGE>   26

<TABLE>
<CAPTION>
<S>          <C>
   
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.
    

4.3          Ekco Group, Inc. Dividend Reinvestment and Stock Purchase Plan.

4.4          Form of Purchase Agreement dated as of December 1, 1988 among
             Ekco Housewares, Inc., Teachers Insurance and Annuity
             Association of America, The Mutual Life Insurance Company of New
             York, MONY Life Insurance Company of America, MONY Legacy Life
             Insurance Company, Kemper Investors Life Insurance Company and
             Federal Kemper Life Insurance Company, as amended (incorporated
             herein by reference to Exhibit 4.1 to Form 8-K as of December
             21, 1988, Exhibit 4.3(b) to Form 10-K for the year ended
             December 30, 1990, Exhibit 28.2 to Form 8-K as of January 8,
             1992, and Exhibit 4.3(a) to Form 10-Q for the quarterly period
             ended July 4, 1993.

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, 1991).

10.1(b)*     1985 Restricted Stock Purchase Plan, as amended (incorporated
             herein by reference to Exhibit 10.3(a) to Form 10-K for the year
             ended December 29, 1991).

10.1(c)(1)*  Form of Restricted Stock Purchase Agreement (incorporated
             herein by reference to Exhibit 10.1(b) to Form 10-K for the
             year ended January 1, 1995).

10.1(c)(2)*  Schedule to Form of Restricted Stock Purchase Agreement.

10.1(c)(3)*  Form of Amendment to Restricted Stock Purchase Agreement.

10.1(d)*     Form of Restricted Stock Purchase Agreement, as amended, for the
             quarterly purchase of restricted stock.

10.2(a)*     1987 Stock Option Plan, as amended, and form of incentive stock
             option and non-qualified stock option agreements (incorporated
             herein by reference to Exhibit 10.11(a) to Form 10-K for the
             year ended December 29, 1991).

10.2(b)(1)*  Form of Non-Qualified Stock Option and Repurchase Agreement
             dated as of September 8, 1987, as amended.

10.2(b)(2)*  Form of Non-Qualified Stock Option and Repurchase Agreement
             dated various dates, as amended.

10.2(c)*     Form of Incentive Stock Option Agreement with Ronald N. Fox and
             Richard J. Corbin dated as of October 28, 1988 and May 9, 1994,
             respectively (incorporated herein by reference to Exhibit
             10.3(c) to Form 10-K for the year ended January 1, 1995).
</TABLE>


                                       25

<PAGE>   27

<TABLE>
<CAPTION>
<S>          <C>
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).

10.3(b)      Schedule to Form of Indemnity Agreement.

10.4*        Ekco Group, Inc. 1988 Directors' Stock Option Plan, originally
             filed as Exhibit 10.15 to Form 10-K for the year ended December
             31, 1989, as amended.

10.5(a)*     Ekco Group, Inc. Employees' Stock Ownership Plan effective as of
             January 1, 1989, originally filed as Exhibit 10.13(a) to Form
             10-K for the year ended 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).

10.5(b)      ESOP Loan Agreement dated as of October 1, 1990, originally
             filed as Exhibit 10.10(c) to Form 10-K for the year ended
             December 30, 1990.

10.5(c)      ESOP Loan Agreement dated as of March 30, 1995.

10.6*        Amended and Restated Employment Agreement with Robert Stein
             dated as of May 25, 1995 (incorporated herein by reference to
             Exhibit 10.1 to Form 10-Q for the quarterly period ended October
             1, 1995).

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).

10.9*        Amended and Restated Employment Agreement with Donato A.
             DeNovellis dated as of May 25, 1995 (incorporated herein by
             reference to Exhibit 10.3 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).

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

10.11*       Ekco Group, Inc. Incentive Compensation Plan for Executive
             Employees of Ekco Group, Inc. and Subsidiaries, as amended
             (incorporated herein by reference to Exhibit 10.9 to Form 10-K
             for the year ended December 29, 1991 and Exhibit 10.12(b) to
             Form 10-K for the year ended January 1, 1995).
</TABLE>


                                       26

<PAGE>   28

<TABLE>
<CAPTION>
<S>          <C>
10.12*       1995 Restatement of Incentive Compensation Plan for Executive
             Employees of Ekco Group, Inc. and its Subsidiaries (incorporated
             herein by reference to Exhibit 10.13 to Form 10-K for the year
             ended January 1, 1995).

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(a)*    Form of Split Dollar Agreement (incorporated herein by reference
             to Exhibit 10.14 to Form 10-K for the year ended January 2,
             1994).

10.14(b)*    Schedule to Form of Split Dollar Agreement.

10.15*       Severance Agreement with Richard J. Corbin dated September 28,
             1995.

10.16*       Severance Agreement with Ronald N. Fox dated September 21, 1995.

10.17(a)*    Severance Agreement with Neil R. Gordon dated December 28, 1995

10.17(b)*    Consulting Agreement with N.R. Gordon & Company dated December
             28, 1995.

10.18        Standstill Agreement with Stephen Weinroth dated as of March 27,
             1987, originally filed as Exhibit 10.15 to Form 10-K for the
             year ended December 28, 1986 (incorporated herein by reference
             to Exhibit 10.13 to Form 10-K for the year ended January 3,
             1993).

10.19        Standstill Agreement with G. Chris Andersen dated as of March
             30, 1987, originally filed as Exhibit 10.17 to Form 10-K for the
             year ended December 28, 1986 (incorporated herein by reference
             to Exhibit 10.14 to Form 10-K for the year ended January 3,
             1993).

10.20(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 (incorporated
             herein by reference to Exhibit 10.15(a) to Form 10-K for the
             year ended January 3, 1993).

10.20(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 (incorporated herein by reference to
             Exhibit 10.15(b) to Form 10-K for the year ended January 3,
             1993).
</TABLE>



                                       27

<PAGE>   29

<TABLE>
<CAPTION>
<S>          <C>
10.20(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).

10.21        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, 1995).

10.22        Securities Purchase Agreement dated as of December 22, 1992 with
             The 1818 Fund, L.P., originally filed as Exhibit 10.20(a) to
             Form 10-K for the year ended January 3, 1993; Subordinated
             Convertible Note dated December 22, 1992, originally filed as
             Exhibit 10.20(b) to Form 10-K for the year ended January 3,
             1993; Registration Rights Agreement with The 1818 Fund, L.P.,
             originally filed as Exhibit 10.20(c) to Form 10-K for the year
             ended January 3, 1993; and Standstill Agreement dated April 28,
             1992 with Brown Brothers Harriman & Co. and The 1818 Fund, L.P.,
             originally filed as Exhibit 10.20(d) to Form 10-K for the year
             ended January 3, 1993 (incorporated herein by reference to
             Exhibit 10.22 to Form 10-K for the year ended January 2, 1994).

10.23(a)     Credit Agreement dated as of April 11, 1995 among the
             registrant, Ekco Housewares, Inc., Frem Corporation, Fleet Bank
             of Massachusetts, N.A., as agent, and the Lenders party thereto
             (incorporated herein by reference to Exhibit 10.28 to Form 10-Q
             for the quarterly period ended April 2, 1995).

10.23(b)     First Amendment to Revolving Credit Agreement dated as of
             December 31, 1995 (incorporated herein by reference to Exhibit
             10.28(b) to Form 8-K as of December 31, 1995).

10.23(c)     Second Amendment to Credit Agreement dated as of March 25, 1996.

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

13           1995 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.
</TABLE>


                                       28

<PAGE>   30




27           Financial Data Schedule.

--------------------------------------------------------------------------------
Schedules to Exhibits 10,21, 10.22, 10.23(a) and 10.23(c) 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 JOHN T. HARAN, VICE PRESIDENT
AND TREASURER, EKCO GROUP, INC., 98 SPIT BROOK ROAD, NASHUA, NEW HAMPSHIRE
03062.





                                       29

<PAGE>   31

<TABLE>
                     INDEX TO EXHIBITS FILED WITH FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
<CAPTION>


Exhibit No.  Description
-----------  -----------

<S>          <C>
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.

   
4.2(a)       Indenture dated as of March 25, 1996 among the registrant, its 
             U.S. operating subsidiaries and Fleet National Bank of Connecticut.
    

   
4.2(b)       Form of 9 1/4% Senior Note due 2006, included in Exhibit 4.2(a).
    

   
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.
    

4.3          Ekco Group, Inc. Dividend Reinvestment and Stock Purchase Plan.

10.1(c)(2)   Schedule to Form of Restricted Stock Purchase Agreement.

10.1(c)(3)   Form of Amendment to Restricted Stock Purchase Agreement.

10.1(d)      Form of Restricted Stock Purchase Agreement, as amended, for the
             quarterly purchase of restricted stock.

10.2(b)(1)*  Form of Non-Qualified Stock Option and Repurchase Agreement
             dated as of September 8, 1987, as amended.

10.2(b)(2)*  Form of Non-Qualified Stock Option and Repurchase Agreement
             dated various dates, as amended.

10.3(b)      Schedule to Form of Indemnity Agreement.

10.4*        Ekco Group, Inc. 1988 Directors' Stock Option Plan, originally
             filed as Exhibit 10.15 to Form 10-K for the year ended December
             31, 1989, as amended.

10.5(b)      ESOP Loan Agreement dated as of October 1, 1990, originally
             filed as Exhibit 10.10(c) to Form 10-K for the year ended
             December 30, 1990.

10.5(c)      ESOP Loan Agreement dated as of March 30, 1995.

10.14(b)*    Schedule to Form of Split Dollar Agreement.

10.15*       Severance Agreement with Richard J. Corbin dated September 28,
             1995.
</TABLE>


                                       30

<PAGE>   32
<TABLE>
                     INDEX TO EXHIBITS FILED WITH FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
<CAPTION>


Exhibit No.  Description
-----------  -----------

<S>          <C>
10.16*       Severance Agreement with Ronald N. Fox dated September 21, 1995.

10.17(a)*    Severance Agreement with Neil R. Gordon dated December 28, 1995

10.17(b)*    Consulting Agreement with N.R. Gordon & Company dated December
             28, 1995.

10.23(c)     Second Amendment to Credit Agreement dated as of March 25, 1996.

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

13           1995 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" [which includes "Selected Quarterly Financial
             Data"], and "Report of Independent Auditors").

21           Subsidiaries of the registrant.

23           Consent of KPMG Peat Marwick LLP.

27           Financial Data Schedule.
</TABLE>


                                       31