-----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, NyFTD/vEUZ1n+Exo9ui5qyIeAF47fdU1wj8vFDCUQZkehrCIXkbT++wlUhb5W1aT gb9k4Oi/971Y3G5pld1UPA== 0000950144-98-009045.txt : 19980805 0000950144-98-009045.hdr.sgml : 19980805 ACCESSION NUMBER: 0000950144-98-009045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980728 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980804 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: 98676538 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. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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 28, 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 2 CURRENT REPORT ON FORM 8-K WINDMERE-DURABLE HOLDINGS, INC. August 3, 1998 ITEM 5. OTHER EVENTS. On July 28, 1998, Windmere-Durable Holdings, Inc., a Florida corporation (the "Company"), announced that Salton/Maxim Housewares, Inc. ("Salton") had completed 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, the press release issued by the Company on July 20, 1998, incorporated herein by reference as Exhibit 99.2 in the press release issued by the Company on July 28, 1998, filed herewith as Exhibit 99.3. 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. 99.3 Press Release, dated July 28, 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. *** Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated July 20, 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: August 3, 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. 99.3 Press Release, dated July 28, 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. *** Incorporated herein by reference and filed as an exhibit to the Company's Current Report on Form 8-K, dated July 20, 1998. EX-99.3 2 PRESS RELEASE 1 [WINDMERE-DURABLE LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Cindy Solovei Treasurer (305) 362-2611 WINDMERE-DURABLE HOLDINGS, INC. COMPLETES SALE OF SALTON/MAXIM STOCK JULY 28, 1998 3:29 PM EDT MIAMI LAKES, Fla., July 28/PRNewswire/ -- Windmere-Durable Holdings, Inc. (NYSE: WND) announced today that Salton/Maxim Housewares, Inc. completed the purchase of the 6,535,072 shares of Salton stock owned by Windmere-Durable in accordance with the previously announced agreement between the two companies. The shares were purchased for $12 per share in cash plus a six and one-half year, $15 million subordinated promissory note bearing interest at 4% per annum, payable to Windmere. The note is to be offset by 5% of the total purchase price paid by Salton for product purchases from Windmere and its affiliates during the term of the note. The aggregate value of the transaction was equivalent to $14.27 per share of Salton common stock. In addition, Salton repurchased for approximately $3.3 million an option owned by Windmere to purchase 458,000 shares of Salton stock. Windmere-Durable's after-tax proceeds from the transaction were approximately $50 million following the repayment of a $10.8 million note due Salton. The Company intends to use the proceeds to reduce its existing indebtedness. Furthermore, according to the agreement, the arrangements between Windmere and Salton/Maxim pertaining the Kmart contract will continue with certain modifications. 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-----