SC 13D/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE L13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 5)*

ACORN PRODUCTS, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

004857 10 8
(CUSIP Number)

Michael E. Cahill, Esq.	John B. Frank
Managing Director and General Counsel	Managing Director and General Counsel
The TCW Group, Inc.	Oaktree Capital Management, LLC
865 South Figueroa Street, Suite 1800	333 South Grand Avenue, 28th Floor
Los Angeles, California 90017	Los Angeles, California 90071
(213) 244-0000	(213) 830-6300

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 13, 2002
(Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 25 Pages)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.    004857 10 8
13D
Page 2 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
The TCW Group, Inc.
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
Nevada
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		3,162,049
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		3,162,049
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
3,162,049
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
52.2%
(14)	Type of Reporting Person*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8

13D

Page 3 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Trust Company of the West
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		1,013,466
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		1,013,466
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
1,013,466
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
16.7%
(14)	Type of Reporting Person*
CO; Banks
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 4 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Asset Management Company
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		-0-
		(8)	Shared Voting Power
		2,148,583
		(9)	Sole Dispositive Power
		-0-
		(10)	Shared Dispositive Power
		2,148,583
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
2,148,583
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
35.4%
(14)	Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 5 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Special Credits
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		-0-
		(8)	Shared Voting Power
		2,148,583
		(9)	Sole Dispositive Power
		-0-
		(10)	Shared Dispositive Power
		2,148,583
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
2,148,583
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
35.4%
(14)	Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 6 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Special Credits Fund III
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		660,003
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		660,003
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
660,003
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
10.9%
(14)	Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 7 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Special Credits Fund IIIb
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		626,039
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		626,039
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
626,039
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
10.3%
(14)	Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 8 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Special Credits Trust
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		315,668
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		315,668
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
315,668
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
5.2%
(14)	Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 9 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
TCW Special Credits Trust IIIb
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		447,152
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		447,152
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
447,152
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
7.4%
(14)	Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 10 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Management, LLC
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
WC
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
California
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		1,149,500
		(8)	Shared Voting Power
		-0-
		(9)	Sole Dispositive Power
		1,149,500
		(10)	Shared Dispositive Power
		-0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,500
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
19.0%
(14)	Type of Reporting Person*
IA; OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.    004857 10 8
13D
Page 11 of 20 Pages

(1)	Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund, L.P.
(2)	Check the Appropriate Box if a Member	(a)	o
	of a Group*	(b)	ý
(3)	SEC Use Only
(4)	Source of Funds*
WC
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    o
(6)	Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
		-0-
		(8)	Shared Voting Power
		1,149,500
		(9)	Sole Dispositive Power
		-0-
		(10)	Shared Dispositive Power
		1,149,500
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,500
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
(13)	Percent of Class Represented by Amount in Row (11)
19.0%
(14)	Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 12 of 20 Pages

Item 1. SECURITY AND ISSUER

        This Amendment No. 5 amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the "Schedule 13D") of The TCW Group, Inc. ("TCWG"), Trust Company of the West ("TCW"), TCW Asset Management Company ("TAMCO"), TCW Special Credits ("Special Credits"), TCW Special Credits Fund III, TCW Special Credits Fund IIIb, TCW Special Credits Trust IIIb, TCW Special Credits Trust, Oaktree Capital Management, LLC ("Oaktree") and OCM Principal Opportunities Fund, L.P. ("Oaktree Fund") filed with the Securities and Exchange Commission on July 3, 1997 and amended by Amendment No. 1 filed on December 17, 1997, Amendment No. 2 filed on July 15, 1999, Amendment No. 3 filed on July 10, 2001 and Amendment No. 4 filed on February 14, 2002, relating to the common stock, par value $0.001 per share (the "Common Stock"), of Acorn Products, Inc., a Delaware corporation (the "Issuer").

Item 2. IDENTITY AND BACKGROUND

        Subparagraphs (i), (ii) and (iii) of Item 2 are hereby amended and restated to read as follows:

        (i)    The executive officers of TCWG are listed below. The principal business address for each executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California, 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below:

Executive Officers
Robert A. Day	Chairman of the Board & Chief Executive Officer
Ernest O. Ellison	Vice Chairman of the Board
Thomas E. Larkin, Jr.	Vice Chairman of the Board
Marc I. Stern	President
Alvin R. Albe, Jr.	Executive Vice President & Chief Marketing Officer
Robert D. Beyer	Executive Vice President & Chief Investment Officer
William C. Sonneborn	Executive Vice President & Chief Operating Officer
Patrick R. Pagni (Citizen of France)	Executive Vice President
Michael E. Cahill	Managing Director, General Counsel & Secretary
David S. DeVito	Managing Director, Chief Financial Officer & Assistant Secretary
Hilary G. D. Lord	Managing Director, Chief Compliance Officer & Assistant Secretary

Schedule I attached hereto and incorporated herein sets forth with respect to each director of TCWG his name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

Page 13 of 20 Pages

(ii)

The executive officers and directors of TCW are listed below. The principal business address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below:

Executive Officers & Directors
Robert A. Day	Director, Chairman of the Board & Chief Executive Officer
Ernest O. Ellison	Director & Vice Chairman of the Board
Thomas E. Larkin, Jr.	Director & Vice Chairman of the Board
Alvin R. Albe, Jr.	Director, Executive Vice President & Chief Marketing Officer
Marc I. Stern	Director, Vice Chairman of the Board
Robert D. Beyer	Director & President
William C. Sonneborn	Executive Vice President & Chief Operating Officer
Patrick R. Pagni (Citizen of France)	Executive Vice President
Jeffrey E. Gundlach	Director
Michael E. Cahill	Managing Director, General Counsel & Secretary
David S. DeVito	Managing Director, Chief Financial Officer & Assistant Secretary
Hilary G. D. Lord	Managing Director & Chief Compliance Officer

        (iii)  The executive officers and directors of TAMCO are listed below. The principal business address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California, 90017. Each executive officer and director is a citizen of the United States of America unless otherwise specified below:

Executive Officers & Directors
Robert A. Day	Director, Chairman of the Board & Chief Executive Officer
Thomas E. Larkin, Jr.	Director & Vice Chairman of the Board
Marc I. Stern	Director, President & Vice Chairman of the Board
Alvin R. Albe, Jr.	Director, Executive Vice President & Chief Marketing Officer
Robert D. Beyer	Director, Executive Vice President & Chief Investment Officer
William C. Sonneborn	Director, Executive Vice President & Chief Operating Officer
Mark W. Gibello	Director & Executive Vice President
Michael E. Cahill	Director, Managing Director, General Counsel & Secretary
Christopher J. Ainley	Director
Mark L. Attanasio	Director
Philip A. Barach	Director
Javier W. Baz	Director
Glen E. Bickerstaff	Director
Arthur R. Carlson	Director
Jean-Marc Chapus	Director
Penelope D. Foley	Director
Douglas S. Foreman	Director
Nicola F. Galluccio	Director
Jeffrey E. Gundlach	Director
Raymond F. Henze, III	Director
Stephen McDonald	Director
Nathan B. Sandler	Director
Komal S. Sri-Kumar	Director

Page 14 of 20 Pages

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        The last paragraph of Item 3 is hereby amended and restated to read as follows:

        Certain existing shareholders of the Issuer representing funds and accounts managed by Special Credits (the "Special Credits Funds") and the Oaktree Fund have entered into a letter agreement attached hereto as Exhibit 1.2 (the "Letter Agreement") relating to the recapitalization (the "Transaction") of UnionTools, Inc., a subsidiary of the Issuer. The Letter Agreement modifies and supersedes in its entirety the letter agreement dated as of February 1, 2002 and filed as Exhibit 1.1 to Amendment No. 4 to the Schedule 13D. Pursuant to the Letter Agreement, the Special Credits Funds and the Oaktree Fund have severally agreed, subject to the terms and conditions set forth therein, to (a) purchase for cash an aggregate of $10,000,000 in principal amount of 12% Convertible Subordinated Notes due June 15, 2005 (the "12% Notes") issued by the Issuer and (b) exchange all of their outstanding participation interests in UnionTools, Inc.'s 12% Exchangeable Notes, representing approximately $8,265,000 of principal and accrued interest as of June 28, 2002, for newly-issued convertible Series A Preferred Stock of the Issuer with a liquidation preference of like amount (the "Series A Preferred"). The Letter Agreement contemplates that the 12% Notes, $1,200,000 of additional 12% Notes to be issued to an unrelated third party and the Series A Preferred will be convertible, subject to the terms and conditions set forth therein, into Common Stock at a conversion price equal to $0.50 per share (the "Conversion Price") following receipt of necessary shareholder approvals. In addition, the Letter Agreement contemplates that, following the receipt of such shareholder approvals, the Issuer will make a rights offering to holders of Common Stock (other than the Reporting Persons who are holders of Common Stock) for aggregate consideration equal of approximately $9,000,000 at a per share purchase price equal to the Conversion Price (as it may be adjusted to reflect a reverse stock split that is contemplated in connection with the Transaction) (the "Rights Offering"). The Special Credits Funds and the Oaktree Fund, their affiliates and their designees will have the right following the Rights Offering, but not the obligation, to purchase at a purchase price equal to the Rights Offering price a number of shares of newly-issued Common Stock up to the number of shares of Common Stock issuable upon exercise of the rights that are not exercised pursuant to the Rights Offering.

Page 15 of 20 Pages

Item 4. PURPOSE OF TRANSACTION

        The first paragraph of Item 4 is hereby amended and restated to read as follows:

        The TCW Related Entities, Oaktree and the Oaktree Fund intend to review on a continuing basis their respective investments in the Common Stock. Depending on the factors discussed herein, the TCW Related Entities and the Oaktree Fund may, from time to time, retain or sell all or a portion of their respective holdings of the Common Stock pursuant to a registered public offering or in the open market or in privately negotiated transactions. The Special Credits Funds and the Oaktree Fund have entered into the Letter Agreement attached hereto as Exhibit 1.2 relating to the Transaction. Pursuant to the Letter Agreement, the Special Credits Funds and the Oaktree Fund have severally agreed, subject to the terms and conditions set forth therein, to (a) purchase for cash an aggregate of $10,000,000 in principal amount of the 12% Notes issued by the Issuer and (b) exchange all of their outstanding participation interests in UnionTools, Inc.'s 12% Exchangeable Notes, representing approximately $8,265,000 of principal and accrued interest as of June 28, 2002, for the Series A Preferred. The Letter Agreement contemplates that the 12% Notes, $1,200,000 of additional 12% Notes to be issued to an unrelated third party and the Series A Preferred will be convertible, subject to the terms and conditions set forth therein, into Common Stock at the Conversion Price, following receipt of necessary shareholder approvals. In addition, the Letter Agreement contemplates that, following the receipt of such shareholder approvals, the Issuer will make the Rights Offering and that, following the Rights Offering, the Special Credits Funds and the Oaktree Fund, their affiliates and their designees will have the right, but not the obligation, to purchase at a purchase price equal to the Rights Offering price a number of shares of newly-issued Common Stock up to the number of shares of Common Stock issuable upon exercise of the rights that are not exercised pursuant to the Rights Offering.

Item 5. INTEREST AND SECURITIES OF THE ISSUER

        The last paragraph of Item 5 is hereby amended and restated to read as follows:

        The Special Credits Funds and the Oaktree Fund have entered into the Letter Agreement attached hereto as Exhibit 1.2 relating to the Transaction. Pursuant to the Letter Agreement, the Special Credits Funds and the Oaktree Fund have severally agreed, subject to the terms and conditions set forth therein, to (a) purchase for cash an aggregate of $10,000,000 in principal amount of the 12% Notes issued by the Issuer and (b) exchange all of their outstanding participation interests in UnionTools, Inc.'s 12% Exchangeable Notes, representing approximately $8,265,000 of principal and accrued interest as of June 28, 2002, for the Series A Preferred. The Letter Agreement contemplates that the 12% Notes, $1,200,000 of additional 12% Notes to be issued to an unrelated third party and the Series A Preferred will be convertible, subject to the terms and conditions set forth therein, into Common Stock at the Conversion Price, following receipt of necessary shareholder approvals. In addition, the Letter Agreement contemplates that, following the receipt of such shareholder approvals, the Issuer will make the Rights Offering and that, following the Rights Offering, the Special Credits Funds and the Oaktree Fund, their affiliates and their designees will have the right, but not the obligation, to purchase at a purchase price equal to the Rights Offering price a number of shares of newly-issued Common Stock up to the number of shares of Common Stock issuable upon exercise of the rights that are not exercised pursuant to the Rights Offering.

Page 16 of 20 Pages

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

        The second paragraph of Item 6 is hereby amended and restated to read as follows:

        The Special Credits Funds and the Oaktree Fund have entered into the Letter Agreement attached hereto as Exhibit 1.2 relating to the Transaction. Pursuant to the Letter Agreement, the Special Credits Funds and the Oaktree Fund have severally agreed, subject to the terms and conditions set forth therein, to (a) purchase for cash an aggregate of $10,000,000 in principal amount of the 12% Notes issued by the Issuer and (b) exchange all of their outstanding participation interests in UnionTools, Inc.'s 12% Exchangeable Notes, representing approximately $8,265,000 of principal and accrued interest as of June 28, 2002, for the Series A Preferred. The Letter Agreement contemplates that the 12% Notes, $1,200,000 of additional 12% Notes to be issued to an unrelated third party and the Series A Preferred will be convertible, subject to the terms and conditions set forth therein, into Common Stock at the Conversion Price, following receipt of necessary shareholder approvals. In addition, the Letter Agreement contemplates that, following the receipt of such shareholder approvals, the Issuer will make the Rights Offering and that, following the Rights Offering, the Special Credits Funds and the Oaktree Fund, their affiliates and their designees will have the right, but not the obligation, to purchase at a purchase price equal to the Rights Offering price a number of shares of newly-issued Common Stock up to the number of shares of Common Stock issuable upon exercise of the rights that are not exercised pursuant to the Rights Offering.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1.1	A letter agreement dated as of February 1, 2002 among funds and accounts managed by TCW Special Credits and Oaktree Capital Management, LLC relating to a preliminary proposal for a recapitalization of UnionTools,  Inc., a subsidiary of Acorn Products, Inc.*
Exhibit 1.2	A letter agreement dated as of June 13, 2002 among funds and accounts managed by TCW Special Credits and Oaktree Capital Management, LLC relating to a proposal for a recapitalization of Acorn Products, Inc.

* Previously filed.

Page 17 of 20 Pages

SIGNATURE

        After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of this 19^th day of June, 2002.

THE TCW GROUP, INC.

/s/  LAZARUS N. SUN Lazarus N. Sun
Authorized Signatory

TRUST COMPANY OF THE WEST

/s/  KENNETH LIANG Kenneth Liang
Authorized Signatory

TCW ASSET MANAGEMENT COMPANY

/s/  KENNETH LIANG Kenneth Liang
Authorized Signatory

TCW SPECIAL CREDITS

/s/  KENNETH LIANG

Kenneth Liang
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits

TCW SPECIAL CREDITS FUND III

/s/  KENNETH LIANG

Kenneth Liang
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the General
Partner of TCW Special Credits Fund III

Page 18 of 20 Pages

TCW SPECIAL CREDITS FUND IIIb

/s/  KENNETH LIANG

Kenneth Liang
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the General
Partner of TCW Special Credits Fund III

TCW SPECIAL CREDITS TRUST

/s/  KENNETH LIANG

Kenneth Liang
Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust

TCW SPECIAL CREDITS TRUST IIIb

/s/  KENNETH LIANG

Kenneth Liang Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust IIIb

OAKTREE CAPITAL MANAGEMENT, LLC

/s/  JOHN FRANK

John Frank
Managing Director and General Counsel

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

By: Oaktree Capital Management, LLC

Its: General Partner

/s/  JOHN FRANK

John Frank
Managing Director and General Counsel

Page 19 of 20 Pages

SCHEDULE I
BOARD OF DIRECTORS OF
TCW GROUP, INC.

All of the following individuals are directors of TCW Group, Inc. Each director is a citizen of the United States of America unless otherwise specified below:

MARK L. ATTANASIO Group Managing Director Trust Company of the West 11100 Santa Monica Blvd., Ste. 2000 Los Angeles, CA 90025	DR. HENRY A. KISSINGER Chairman Kissinger Associates, Inc. 350 Park Ave., 26th Floor New York, NY 10022
PHILIPPE CITERNE Chief Executive Officer Société Générale, S.A. 17 Cours Valmy 92972 Paris, La Defense Cedex France (Citizen of France)	THOMAS E. LARKIN, JR. Vice Chairman The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, California 90017
PHILIPPE COLLAS Chairman and Chief Executive Officer Société Générale Asset Management, S.A. Elf Tower, 2 Place de la Coupole 92078 Paris, La Defense Cedex France (Citizen of France)	MICHAEL T. MASIN, ESQ. Vice Chairman & President Verizon Communications 1095 Avenue of the Americas, Room 3922 New York, New York 10036
ROBERT A. DAY Chairman and Chief Executive Officer Trust Company of the West 865 S. Figueroa St., Ste. 1800 Los Angeles, CA 90017	EDFRED L. SHANNON, JR. Investor/Rancher 14081 Summit Dr. Whittier, CA 90602
DAMON P. DE LASZLO, ESQ. Chairman of Harwin PLC Byron's Chambers A2 Albany, Piccadilly London W1V 9RD—England (Citizen of United Kingdom)	ROBERT G. SIMS Private Investor 16855 W. Bernardo Dr., Suite 250 San Diego, CA 92127-1626

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WILLIAM C. EDWARDS
Partner
Bryan & Edwards
3000 Sand Hill Road
Building 1, Suite 190
Menlo Park, CA 94025

ERNEST O. ELLISON
Vice Chairman
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, California 90017

RICHARD N. FOSTER
Partner & Director
McKinsey & Company, Inc.
55 E. 52^nd St., 21^st Floor
New York, NY 10022

CARLA A. HILLS
Chairman Hills & Company
1200 19th Street,N.W., Suite 201
Washington, DC 20036 MARC I. STERN
President
The TCW Group, Inc.
865 S. Figueroa St. Suite 1800
Los Angeles, CA 90017

YASUYUKI TAYAMA
Managing Director
The Yasuda Fir & Marine Insurance Co., Ltd.
26-1, Nishi-Shinjuku 1-Chrome
Shinjuku-ku, Tokyo 160-8338
(Citizen of Japan)

JAMES R. UKROPINA
Of Counsel
O'Melveny & Myers
400 S. Hope St., 15^th Floor
Los Angeles, CA 90071-2899

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SIGNATURE
SCHEDULE I BOARD OF DIRECTORS OF TCW GROUP, INC.

EX-1.2

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Exhibit 1.2

June 13, 2002

Acorn Products, Inc.
390 West Nationwide Blvd.
Columbus, OH 43215

Attention: Special Committee of Board of Directors

Gentlemen:

        The undersigned existing stockholders of Acorn Products, Inc. ("Acorn") representing funds and accounts managed by TCW Special Credits and Oaktree Capital Management, LLC (the "Principal Holders") are pleased to submit the following proposal for a recapitalization of Acorn that would materially reduce outstanding indebtedness of UnionTools, Inc. (the "Company") and provide existing holders of Acorn common stock a continuing equity interest as described herein (the "Transaction"). Among other things, the Transaction would result in the repayment of the Company's obligations under its existing credit agreement. We are extremely interested in pursuing the Transaction.

        We understand that the Acorn board of directors (the "Acorn Board") established a committee of its members (the "Special Committee") to monitor, review, consider and negotiate the terms of a proposed transaction between Acorn and the Principal Holders and to determine whether to recommend such transaction for approval by the Acorn Board. We are submitting this letter to Acorn and the Special Committee with the understanding that, even if it is executed by Acorn, it will not obligate Acorn to consummate the transactions contemplated hereby. Rather, it will form the basis for discussions and negotiations between Acorn and the Special Committee, on the one hand, and the Principal Holders, on the other, with respect to the terms of a Transaction, as the Special Committee undertakes the responsibilities that have been delegated to it by the Acorn Board.

        The principal terms of our proposal (which modifies and supersedes in its entirety the proposal as described in our letter dated February 1, 2002) are outlined below:

        1.    Outline of Transaction.    On the terms and subject to the conditions described herein, the Principal Holders would (a) purchase for cash from Acorn $10,000,000 principal amount of newly-issued 12% Convertible Subordinated Notes due June 15, 2003 (the "Note Purchase"), and (b) exchange all of their outstanding participation interests in the Company's 12% Exchangeable Notes, representing approximately $8,265,000 of principal and accrued interest as of June 28, 2002, for newly-issued Series A Preferred Stock of Acorn with a liquidation preference of like amount (the "Note Exchange"). The proceeds of the foregoing transactions, together with borrowings under a new secured credit facility, would be applied to repay all outstanding obligations of the Company under its existing bank credit agreement and certain fees and expenses relating to the Transaction. These 12% Notes, $1,200,000 of additional 12% Notes to be issued to a third party and the Series A Preferred Stock, will be convertible into common stock at a price of $0.50 per share upon receipt of certain approvals by shareholders which shall include, among other things, an increase in the Acorn's authorized shares of common stock and a 1-for-10 reverse split of Acorn's common stock. Following receipt of such shareholder approvals and the implementation of the 1-for-10 reverse stock split, the holders of Acorn common stock (other than the Principal Holders and their affiliates) would receive rights (at the rate of 10 rights per existing share of Acorn common stock held as of a record date to be established) to purchase shares of Acorn common stock at $5.00 per share for each right received (the "Rights Offering"), which exercise price will represent the post-split conversion price of the 12% Notes and Series A Preferred Stock, all of which will be generally mandatorily convertible into common stock upon the closing of the Rights Offering. Assuming that the number of pre-split Acorn shares of common stock held by persons other than Principal Holders and their affiliates is approximately 1,800,000, then such rights offer would entitle holders (other than Principal Holders and their affiliates) to purchase up to 18,000,000 shares of Acorn common stock on a pre-split basis or 1,800,000 shares on

a post-split basis for aggregate consideration of $9,000,000. If such rights are exercised in full, the aggregate share ownership of holders other than the Principal Holders and their affiliates would approximate the percentage interest of such holders, taken as a whole, as of the date hereof. The Principal Holders, their affiliates and their designees shall have the right, but not the obligation, to purchase at their option shares of newly-issued common stock following the Rights Offering up to the number of rights that are not exercised thereby. Proceeds from the Rights Offering, if any, would be applied toward the repayment of $600,000 of 12% Notes, accrued interest owing on the 12% Notes and term loans of Union.

        2.    New Credit Facility.    The new credit facility would be comprised of a revolving loan facility of $32.5 million and a $12.5 million term loan. The new credit facility would have a maturity of five years and other terms satisfactory to the Principal Holders and Acorn.

        3.    Conditions.    The obligations of the Principal Holders to consummate the Transaction will be subject to the satisfaction of customary conditions, including (i) the negotiation and execution of definitive agreements and related documents contemplated by such agreement on terms satisfactory to the Principal Holders, (ii) receipt of all necessary governmental and material third party approvals (to be mutually identified and agreed upon) which are required to consummate the transactions contemplated hereby, (iii) funding of the new credit facility on terms and conditions satisfactory to the Principal Holders, (iv) absence of a material adverse change in the financial condition, results of operations, business, assets, properties or prospects of Acorn and Company, taken together, including the actual or potential loss or reduction of business with any material customer, (v) either (1) the Special Committee shall have approved the Transaction or (2) Acorn shall have received a fairness opinion from a nationally recognized firm with respect to the Transaction, and (vi) the Principal Holders' determination in good faith that the Company's net operating tax losses and other tax attributes will not be adversely affected by consummation of the Transaction and/or subsequent Rights Offering. We would expect definitive documentation for the Transaction to contain customary covenants, representations and warranties, closing conditions and other terms consistent with the draft of documents as previously provided to the Special Committee by the Principal Holders.

        4.    Access to Information; Pre-Closing Activities.    Until this letter agreement terminates, Acorn will afford, and will cause the Company and its subsidiaries and its and their respective officers and agents to afford, to the Principal Holders and their representatives, consultants, agents, lenders, employees and investors full and complete access, during regular business hours, to the properties, business, personnel (including outside accountants and lawyers), and financial, legal, accounting, tax and other data and information relating to the Company as requested by the Principal Holders or their representatives or agents for purposes of evaluating the Transaction. Acorn will, and will cause the Company to, conduct its business and operations in the usual and ordinary course in accordance with good business practices between the date of this letter and the execution of a definitive agreement.

        5.    Fees and Expenses.    Acorn and the Principal Holders will each pay their respective fees and expenses (including the fees and expenses of legal counsel, investment bankers, brokers or other representatives or consultants) in connection with the transactions contemplated hereby; provided that upon consummation of the Transaction, Acorn or the Company will reimburse the reasonable fees and expenses incurred by the Principal Holders in connection with such transactions.

        6.    Publicity.    None of the Principal Holders, Acorn or the Company, or their respective directors, officers, employees, advisors, agents, affiliates or representatives will make any press release or public announcement concerning the existence of this proposal or of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as required by law, regulation or stock exchange rule; provided that any party required to make a press release or public announcement pursuant to law, regulation or exchange rule shall give prior notice to the other party and a reasonable opportunity for the other party to review and comment on such press release or public announcement.

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        7.    Termination; Non-Exclusive.    This letter will automatically terminate and be of no further force and effect upon the first to occur of (i) delivery by the Special Committee to the undersigned of a notice of termination, (ii) the execution of a definitive agreement, or (iii)     June 30, 2002 (or the date to which the existing bank credit agreement may be extended provided in no event shall this letter be deemed to be extended to any date later than August 14, 2002) unless the parties hereto mutually agree to an extension hereof. Notwithstanding the foregoing, the obligations of the parties pursuant to paragraphs 5 and 6 and this paragraph 7 hereof will survive any such termination of this letter. For the avoidance of doubt, the parties acknowledge that this letter agreement does not restrict in any manner the right or ability of Acorn or the Company to engage in discussions, directly or indirectly, with any third party with respect to any transaction which conflict with or be an alternative to the Transaction. Moreover, the obligations of the Principal Holders pursuant to the terms of this letter shall be several and not joint as among such holders.

        8.    Counterparts; Other.    This letter may be executed in two or more counterparts (any of which may be by facsimile signature), all of which taken together will constitute one binding agreement among the parties hereto and their successors and assigns. This letter shall be governed by the substantive laws (and not the law of conflicts) of the State of Delaware.

* * * * *

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        We look forward to the opportunity to discuss our proposal with you at your earliest convenience.

Sincerely,
By:	/s/  MATTHEW BARRETT Matthew Barrett, as Authorized Signatory of The Entities Set forth on the Attached Schedule A
By:	/s/  VINCENT CEBULA Vincent Cebula, Managing Director of Oaktree Capital Management, LLC, in its Capacity as General Partner of OCM Principal Opportunities Fund, L.P.

ACCEPTED AND AGREED as of June 13, 2002
ACORN PRODUCTS, INC.
By:	/s/  A. CORYDON MEYER
Its:	President & CEO

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SCHEDULE A TO LETTER AGREEMENT OF JUNE 13, 2002

TCW SPECIAL CREDITS FUND IIIB

TCW SPECIAL CREDITS FUND III

TCW SPECIAL CREDITS TRUST IIIB

THE COMMON FUND FOR BOND INVESTMENTS, INC.

DELAWARE STATE EMPLOYEES' RETIREMENT FUND

WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST (TCW)

TCW SPECIAL CREDITS TRUST

TCW SPECIAL CREDITS TRUST IV

TCW SPECIAL CREDITS TRUST IV-A

TCW SPECIAL CREDITS FUND IV

TCW SPECIAL CREDITS PLUS FUND

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SCHEDULE A TO LETTER AGREEMENT OF JUNE 13, 2002