-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyU89ipWRSrFk78NTkvMyG7auud28jHPRpRpvr2QOvnH4TvyZw1EOXTj0Ne8o6FE zGCn1Rac3gRRWqKc7SmYSg== 0000950123-98-006768.txt : 19980723 0000950123-98-006768.hdr.sgml : 19980723 ACCESSION NUMBER: 0000950123-98-006768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980720 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980721 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDMERE DURABLE HOLDINGS INC CENTRAL INDEX KEY: 0000217084 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 591028301 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10177 FILM NUMBER: 98669196 BUSINESS ADDRESS: STREET 1: 5980 MIAMI LAKES DR CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3053622611 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: WINDMERE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY INDUSTRIES INC DATE OF NAME CHANGE: 19830815 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY BARBER & BEAUTY SUPPLIES INC DATE OF NAME CHANGE: 19770626 8-K 1 WINDMERE-DURABLE HOLDINGS, INC. 1 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 20, 1998 WINDMERE-DURABLE HOLDINGS, INC. (Exact name of registrant as specified in its charter) FLORIDA 1-10177 59-1028301 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5980 MIAMI LAKES DRIVE MIAMI LAKES, FLORIDA 33014 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 362-2611 ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 2 CURRENT REPORT ON FORM 8-K WINDMERE-DURABLE HOLDINGS, INC. JULY 20, 1998 ITEM 5. OTHER EVENTS. On July 20, 1998, Windmere-Durable Holdings, Inc., a Florida corporation (the Company"), announced that Salton/Maxim Housewares, Inc. ("Salton") has given the Company notice of its intent to close, on July 27, 1998, on the purchase of the 6,535,072 shares of Salton common stock owned by the Company in accordance with the stock agreement, dated as of May 6, 1998 (the "Stock Agreement"), between the Company, Salton and certain Salton Executive Related Parties (as defined therein). The foregoing is qualified in its entirety by reference to the Stock Agreement, the full text of which is incorporated herein by reference as Exhibit 10.1, a corrected form of Schedule I to Exhibit A to the Stock Agreement, incorporated herein by reference as Exhibit 10.2, the press release, dated May 19, 1998, jointly issued by the Company and Salton, incorporated herein by reference as Exhibit 99.1, and the press release issued by the Company on July 20, 1998, filed herewith as Exhibit 99.2. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. EXHIBIT NO. DESCRIPTION 10.1* Stock Agreement, dated as of May 6, 1998, by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). 10.2** Corrected form of Schedule I to Exhibit A to the Stock Agreement, dated as of May 6, 1998, by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). 99.1** Press Release, dated May 19, 1998, jointly filed by the Company and Salton. 99.2 Press Release, dated July 20, 1998, filed by the Company. - ---------------- * Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated May 6, 1998. ** Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated May 19, 1998. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. WINDMERE-DURABLE HOLDINGS, INC. Date: July 21, 1998 By: /s/ CINDY R. SOLOVEI ------------------------------------------ Cindy R. Solovei, Treasurer 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10.1* Stock Agreement, dated as of May 6, 1998, by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). 10.2** Corrected form of Schedule I to Exhibit A to the Stock Agreement, dated as of May 6, 1998, by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). 99.1** Press Release, dated May 19, 1998, jointly filed by the Company and Salton. 99.2 Press Release, dated July 20, 1998, filed by the Company. - ---------------- * Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated May 6, 1998. ** Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated May 19, 1998. EX-99.2 2 PRESS RELEASE, DATED JULY 20, 1998 1 [WINDMERE-DURABLE LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Cindy Solovei Treasurer (305) 362-2611 WINDMERE-DURABLE HOLDINGS, INC, RECEIVES NOTICE ON SALTON/MAXIM'S STOCK PURCHASE TO CLOSE JULY 27, 1998 MIAMI LAKES, Fla., (July 20,1998) - Windmere-Durable Holdings, Inc. (NYSE:WND) announced today that Salton/Maxim Housewares, Inc. has given the Company notice of its intent to close on July 27, 1998, on the purchase of the 6,535,072 shares of Salton stock owned by Windmere-Durable, in accordance with the agreement between the two companies announced on May 7, 1998. There can be no assurance that the transaction, which is expected to generate for Windmere-Durable net cash proceeds of approximately $50 million after repayment of a $10.8 million note due Salton, will close. The Company intends to use the proceeds, when and if received, to reduce its existing indebtedness. Certain matters discussed in this news release are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These factors include economic conditions and the retail environment; the Company's dependence on the timely development, introduction and customer acceptance of products; competitive products and pricing; reliance on key customers; dependence on foreign suppliers and supply and manufacturing constraints; cancellation or reduction of orders; and other risks and uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings. Windmere-Durable Holdings, Inc., is a diversified manufacturer and distributor of a broad range of household appliances, including personal care products for the home and professional salons, electric housewares and comfort conditioning/seasonal products. The Company also markets the Litter Maid(TM) computerized, infrared, automatic self-cleaning cat litter box. -----END PRIVACY-ENHANCED MESSAGE-----