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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): September 15, 1999


                                AKI Holding Corp.
               (Exact Name of Registrant as Specified in Charter)

        Delaware                        333-60991                  74-2883163
(State or Other Jurisdiction of                                 (IRS Employer
     Incorporation)               (Commission File Number)   Identification No.)


1815 East Main Street, Chattanooga, Tennessee                              37404
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code                (423) 624-3301

                                    AKI, Inc.
               (Exact Name of Registrant as Specified in Charter)


       Delaware                        333-60989                    13-3785856
(State or Other Jurisdiction of                                   (IRS Employer
    Incorporation)              (Commission File Number)     Identification No.)


1815 East Main Street, Chattanooga, Tennessee                              37404
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code                (423) 624-3301

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Item 5.

         On September 15, 1999, AKI, Inc. (the "AKI"), a wholly owned subsidiary
of AKI Holding Corp.  ("Holding" and together with AKI, the "Company") purchased
all of the issued  and  outstanding  shares of common  stock,  no par value,  of
RetCom Holdings Ltd., a Delaware corporation  ("RetCom"),  and all of the issued
and  outstanding  options and other rights to purchase  capital stock of and all
other  equity  rights  of  RetCom  and  also   refinanced  the  working  capital
indebtedness of Retcom and its subsidiaries.  The purchase price and refinancing
of  indebtedness  were  initially  financed by  borrowings  under  AKI's  credit
agreement with Heller  Financial,  Inc. The Company is exploring options for the
longer-term financing of a portion of the borrowings incurred in connection with
the acquisition.  In addition, on August 9, 1999, the Company announced earnings
for the  quarter  and fiscal  year  ended June 30,  1999.  The  Company's  press
releases  issued  September 15, 1999 and August 9, 1999 are attached as exhibits
hereto  and  incorporated  herein  by  reference  as  Exhibits  99.1  and  99.2,
respectively.  (Certain  revisions  have been made to the  August 9, 1999  press
release to correct typographical errors in the summary income statement data and
summary balance sheet data).

FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibits.

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

99.1                                Press Release, dated September 15, 1999.

99.2                                Press Release, dated August 9, 1999.






                                   SIGNATURES

         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.

                                      AKI Holding Corp.
                                      (Registrant)

Date:    September 21, 1999           /S/ WILLIAM J. FOX
                                      ------------------------------------------
                                      William J. Fox, Chief Executive Officer


                                      AKI, Inc.
                                      (Registrant)

Date:    September 21, 1999           /S/ WILLIAM J. FOX
                                      ------------------------------------------
                                      William J. Fox, Chief Executive Officer