8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 27, 2001


                        THE L.L. KNICKERBOCKER CO., INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        CALIFORNIA                     0-25488                   33-0230641
- ----------------------------         ------------            -------------------
(State or other jurisdiction         (Commission                (IRS Employer
      of incorporation)              File Number)            Identification No.)



25800 COMMERCENTRE DRIVE, SUITE 200, LAKE FOREST, CALIFORNIA       92630
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          (Address of principal executive offices)               (Zip Code)

        REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 595-7900


                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 5. OTHER EVENTS.

On July 27, 2001, the registrant issued the press release, attached as Exhibit
99.1, reporting the filing with the United States Bankruptcy Court of a motion
for order approving overbid procedures and topping fee in connection with a
proposed sale of substantially all of the registrant's assets (the "Motion").

On August 3, 2001, the registrant issued the press release, attached as Exhibit
99.2, reporting that at the hearing of the Motion held on July 31, 2001, the
court approved the Motion as modified in open court. The overbid procedures
include funding a $480,000 deposit by August 29, 2001, an initial overbid of at
least $6,180,000, and subsequent overbids in additional $300,000 increments. The
court has set the hearing for the sale of substantially all of the Company's
assets and to consider all overbids at 9:30 A.M. on September 4, 2001.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

    The following exhibits are filed as a part of this report.

          99.1     Press Release dated July 27, 2001

          99.2     Press Release dated August 3, 2001

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: August 3, 2001                           THE L.L. KNICKERBOCKER CO., INC.


                                                By: /s/ Anthony P. Shutts
                                                    ----------------------------
                                                        Anthony P. Shutts
                                                        Chief Financial Officer


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                                 EXHIBIT INDEX


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

              99.1       Press Release dated July 27, 2001

              99.2       Press Release dated August 3, 2001

EX-99.1

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                                                                    EXHIBIT 99.1


                        THE L.L. KNICKERBOCKER CO., INC.

                  REPORTS FILING OF MOTION FOR ORDER APPROVING
                       OVERBID PROCEDURES AND TOPPING FEE
                   IN CONNECTION WITH SALE OF COMPANY'S ASSETS

Lake Forest, California, July 27, 2001/PR Newswire/ - The L.L. Knickerbocker
Co., Inc. reported today the filing with the United States Bankruptcy Court of a
motion for order approving overbid procedures and topping fee in connection with
a proposed sale of substantially all of the company's assets (the "Motion"). The
United States Bankruptcy Court has scheduled a hearing on the Motion for July
31, 2001.

The subject of the Motion is to establish bidding procedures and a topping fee
for the sale of substantially all of Knickerbocker's assets to a company to be
formed by Brian Blosil or his designee. In consideration for the purchase of
Knickerbocker's assets, the purchaser will assume approximately $4 million of
Knickerbocker's debts and liabilities and will issue to the pre-petition
unsecured creditors of Knickerbocker redeemable preferred units with an
aggregate redemption value of approximately $3 million.

The Motion asks the Bankruptcy Court to approve procedures related to the sale
of Knickerbocker's assets including the following: (1) the purchase price of
competing bids must be at least $6 million in cash plus a topping fee of 3%,
(2) competing bidders must provide to Knickerbocker a deposit of $1 million,
(3) Brian Blosil will have the opportunity to match any competing bid and (4) if
Brian Blosil does not match any competing bid, the assets will be sold to the
competing bidder and the 3% topping fee will be paid to Brian Blosil as
compensation for his costs and expenses. If the overbidding procedures are
approved and no substantial overbid for Knickerbocker's assets is received, it
is unlikely that the shareholders of Knickerbocker will receive any proceeds
from the sale of assets.

The L.L. Knickerbocker Co., Inc. is a multi-brand collectible products, gift,
toy and jewelry company that designs, develops, produces and markets products
over diverse distribution channels. The Company's products are sold through
independent gift and collectible retailers, department stores, electronic
retailers, Internet, and international distributors. The Company is a major
supplier of collectible products and fashion jewelry to the leading electronic
retailer.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This news release contains forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual future results or events
may vary materially from those described herein.

EX-99.2

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                                                                    EXHIBIT 99.2


                        THE L.L. KNICKERBOCKER CO., INC.

            REPORTS THE SETTING OF COURT HEARING FOR APPROVAL OF SALE
           OF SUBSTANTIALLY ALL ASSETS AND CONSIDERATION OF OVERBIDS

Lake Forest, California, August 3, 2001/PR Newswire/ - The L.L. Knickerbocker
Co., Inc. previously reported the filing with the United States Bankruptcy Court
of a motion for order approving overbid procedures and topping fee in connection
with a proposed sale of substantially all of the company's assets (the
"Motion"). The United States Bankruptcy Court held a hearing on the Motion for
July 31, 2001.

At the hearing, the Court approved the Motion as modified in open court. As a
result, there will be a hearing on sale of substantially all of the Company's
assets and to consider overbids on September 4, 2001 at 9:30 A.M.

The overbid procedures include funding a $480,000 deposit by August 29, 2001, an
initial overbid of at least $6,180,000, and subsequent overbids in additional
$300,000 increments. All interested bidders should contact Paul Couchot at
Winthrop Couchot Professional Corporation of Newport Beach, California for
specific information.

The L.L. Knickerbocker Co., Inc. is a multi-brand collectible products, gift,
toy and jewelry company that designs, develops, produces and markets products
over diverse distribution channels. The Company's products are sold through
independent gift and collectible retailers, department stores, electronic
retailers, Internet, and international distributors. The Company is a major
supplier of collectible products and fashion jewelry to the leading electronic
retailer.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This news release contains forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual future results or events
may vary materially from those described herein.