-----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, Pdon4L6o28D1zEBWjCI70W6/43devQN2aNi+fMmMvSYP2Va1t2Pfhvv9c/syQ7Qz 2JvD6NC/WgomUPUAzmupgA== 0000950144-98-007955.txt : 19980701 0000950144-98-007955.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950144-98-007955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: FILED AS OF DATE: 19980630 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: 98657772 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 8-K 6/26/98 1 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 26, 1998 WINDMERE-DURABLE HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-10177 59-1028301 (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) WINDMERE-DURABLE HOLDINGS, INC. 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 - ------------------------------------------------------------------------------- 2 ITEM 5. On May 19, 1998, Windmere-Durable Holdings, Inc. (the "Company") and Salton-Maxim Housewares, Inc. ("Salton") jointly announced that the Board of Directors of the Company and a Special Committee of the Board of Directors of Salton had approved the Stock Agreement which the two companies had entered into on May 6, 1998. Pursuant to that agreement, under certain terms and conditions, Salton had the right to purchase the Company's approximate 50% equity interest in Salton, and, if Salton failed to exercise or fails to close its right to purchase such interest, the Company has the right to acquire the remaining equity interest which it does not own. On June 26, 1998, the Company announced that it has received notice from Salton of Salton's intent to repurchase the 6,535,072 shares of Salton owned by the Company. The press release of the Company dated June 26, 1998 is incorporated by reference to Exhibit 99.3 hereto. The foregoing reference to the Stock Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.1 to the Company's May 6, 1998 Form 8-K, and to a corrected form of Schedule I to Exhibit A to such agreement, filed as Exhibit 10.2 to the Company's May 19, 1998 Form 8-K. EXHIBITS: 99.3 Press Release dated June 26, 1998 issued by the Company. 3 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. WINDMERE-DURABLE HOLDINGS, INC. Date: June 29, 1998 By: /s/ Harry D. Schulman --------------------------------- Harry D. Schulman Senior Vice President, Finance and Administration EX-99.3 2 PRESS RELEASE 1 Exhibit 99.3 WINDMERE-DURABLE RECEIVES NOTICE OF SALTON/MAXIM'S INTENT TO REPURCHASE STOCK June 26, 1998 4:24 PM EDT MIAMI LAKES, Fla., June 26/PRNewswire/--Windmere-Durable Holdings, Inc. (NYSE:WND), the 50% stockholder of Salton/Maxim Housewares, today confirmed that the Company has received written notice from Salton of Salton's intentions to repurchase the 6,535,072 shares of its stock owned by Windmere-Durable. According to the notice, the intended transaction will be in accordance with the agreement between the two companies that was originally announced on May 7, 1998. As stated in the agreement, the purchase price would be $12 per share in cash as well as a six and one-half year, $15 million subordinated promissory note bearing interest at 4% per annum. The note would be offset by 5% of the total purchase price paid by Salton for product purchases from Windmere-Durable and its affiliates during the term of the note. The aggregate value of the transaction would be equivalent to $14.27 per share of Salton common stock. If Salton fails to close the purchase on or prior to October 30, 1998, Windmere-Durable would have the right to acquire shares of Salton it does not own in a tender offer and/or merger for $14.27 per share in cash or in registered shares of Windmere-Durable common stock. Additional conditions apply should Salton acquire the Company's 50% interest, including: (i) Windmere-Durable will simultaneously pay in full its $10.8 million promissory note to Salton; (ii) Salton will repurchase for approximately $3.3 million an option owned by Windmere-Durable to purchase up to 458,500 shares of Salton stock; and (iii) various contractual and other arrangements, including those relating to the Kmart agreement, which will continue subject to certain modifications. The closing of Salton's purchase of Windmere-Durable's 50% interest is subject to a number of conditions, including that the closing must occur on or prior to October 30, 1998. While Salton is currently negotiating agreements to obtain the necessary financing, there can be no assurance that Salton will obtain such financing. If Salton fails to close the repurchase of Windmere-Durable's 50% interest, there can be no assurance that the Company will acquire any of the shares of Salton that it already does not own. Windmere-Durable Holdings, Inc., is a diversified manufacturer and distributor of a broad range of consumer products, including personal care products for the home and professional salons, and electric housewares (kitchen and garment care). The Company also markets the Litter Maid(TM) computerized, infrared, automatic self-cleaning cat litter box. SOURCE Windmere-Durable Holdings, Inc. -----END PRIVACY-ENHANCED MESSAGE-----