-----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, NBhfjeIMjBi+q5UIQJYSbxqs7ljL/jXETZGi4vF418nzAlcuBU+wVYc1CRc2/GxY 4QYLHMdYwbzWMPAoXlBOkA== 0000950144-98-006714.txt : 19980521 0000950144-98-006714.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950144-98-006714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980519 ITEM INFORMATION: FILED AS OF DATE: 19980520 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: 98628858 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 CORP. 8-K 5/19/98 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): MAY 19, 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 has the right to purchase the Company's approximate 50% equity interest in Salton, and, if Salton fails to exercise or close its right to purchase such interest, the Company has the right to acquire the remaining equity interest which it does not own. The joint press release of the Company and Salton dated May 19, 1998 is incorporated by reference to Exhibit 99.2 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 herewith as Exhibit 10.2. EXHIBITS: 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). 99.2 Press Release dated May 19, 1998 jointly issued by the Company and Salton. 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: May 20, 1998 By: /s/ Harry D. Schulman --------------------------------- Harry D. Schulman Senior Vice President, Finance and Administration EX-10.2 2 CORRECTED FORM OF SCH I TO EXHIBIT A 1 EXHIBIT 10.2 SCHEDULE I PRINCIPAL BALANCE CANCELATION IN THE EVENT OF No. PRIOR TO CANCELATION ------- ---------------- ------------------ 1 11/1/98 168,708.35 2 12/1/98 337,979.05 3 1/1/99 507,814.00 4 2/1/99 678,215.06 5 3/1/99 849,184.12 6 4/1/99 1,020,723.08 7 5/1/99 1,192,833.84 8 6/1/99 1,365,518.30 9 7/1/99 1,538,778.37 10 8/1/99 1,712,615.98 11 9/1/99 1,887,033.05 12 10/1/99 2,062,031.50 13 11/1/99 2,237,613.29 14 12/1/99 2,413,780.35 15 1/1/00 2,590,534.63 16 2/1/00 2,767,878.09 17 3/1/00 2,945,812.70 18 4/1/00 3,124,340.42 19 5/1/00 3,303,463.23 20 6/1/00 3,483,183.12 21 7/1/00 3,663,502.08 22 8/1/00 3,844,422.10 23 9/1/00 4,025,945.19 24 10/1/00 4,208,073.35 25 11/1/00 4,390,808.61 26 12/1/00 4,574,152.98 27 1/1/01 4,758,108.51 28 2/1/01 4,942,677.22 29 3/1/01 5,127,861.15 30 4/1/01 5,313,662.37 31 5/1/01 5,500,082.93 32 6/1/01 5,687,124.88 33 7/1/01 5,874,790.31 34 8/1/01 6,063,081.29 35 9/1/01 6,251,999.91 36 10/1/01 6,441,548.26 37 11/1/01 6,631,728.43 38 12/1/01 6,822,542.54 39 1/1/02 7,013,992.69 40 2/1/02 7,206,081.02 41 3/1/02 7,398,809.63 42 4/1/02 7,592,180.68 43 5/1/02 7,786,196.29 44 6/1/02 7,980,858.63 45 7/1/02 8,176,169.84 46 8/1/02 8,372,132.08 47 9/1/02 8,568,747.54 48 10/1/02 8,766,018.37 49 11/1/02 8,963,946.78 50 12/1/02 9,162,534.95 51 1/1/03 9,361,785.08 52 2/1/03 9,561,699.38 53 3/1/03 9,762,280.06 54 4/1/03 9,963,529.34 55 5/1/03 10,165,449.46 56 6/1/03 10,368,042.62 57 7/1/03 10,571,311.11 58 8/1/03 10,775,257.16 59 9/1/03 10,979,883.03 60 10/1/03 11,185,190.99 61 11/1/03 11,391,183.31 62 12/1/03 11,597.862.27 63 1/1/04 11,805,230.15 64 2/1/04 12,013,289.27 65 3/1/04 12,222,041.91 66 4/1/04 12,431,490.40 67 5/1/04 12,641,637.05 68 6/1/04 12,852,484.18 69 7/1/04 13,064,034.14 70 8/1/04 15,000,000.00 71 9/1/04 15,000,000.00 72 10/1/04 15,000,000.00 73 11/1/04 15,000,000.00 74 12/1/04 15,000,000.00 75 1/1/05 15,000,000.00 76 2/1/05 15,000,000.00 77 3/1/05 15,000,000.00 78 4/1/05 15,000,000.00 Assumes note is issued 10/1/1998. If the note is issued before or after such date then the schedule of reductions due to Kmart cancelation will have to be adjusted to reflect a different number of monthly periods prior to July 1, 2004. -7- EX-99.2 3 PRESS RELEASE 1 EXHIBIT 99.2 PREVIOUSLY ANNOUNCED STOCK AGREEMENT APPROVED BY WINDMERE-DURABLE HOLDINGS' BOARD AND SALTON/MAXIM HOUSEWARES' SPECIAL COMMITTEE MOUNT PROSPECT, IL - May 19, 1998 - Salton/Maxim Housewares, Inc. (Nasdaq:SALT - news) and Windmere-Durable Holdings, Inc. (NYSE: WND-news), which holds approximately 50% of Salton, today announced that their previously disclosed agreement granting Salton the right to purchase the 6,535,072 shares of Salton held by Windmere has been approved by both a Special Committee of the Board of Directors of Salton and the Board of Directors of Windmere. Subject to the terms and conditions of the stock agreement, Salton has the right to purchase the shares of Salton owned by Windmere for $12 per share in cash plus a six and one-half year, $15 million subordinated promissory note which bears interest at 4% per annum and is offset by 5% of the total amount paid by Salton for products purchased from Windmere and its affiliates during the term of the note. If Salton fails to exercise this right on or prior to June 30, 1998 or to close the purchase on or prior to October 30, 1998, then Windmere will have the right to acquire all of the shares of Salton which it does not own in a tender offer and/or merger for $14.27 per share in cash or in registered shares of Windmere common stock. Mr. Frank Devine, chairman of the Special Committee of the Board of Directors of Salton, said "The Special Committee has determined that the transactions contemplated by the stock agreement are in the best interests of Salton and its stockholders (other than Windmere). We have asked management to continue exploring potential sources of financing for the purchase of Windmere's 50% interest in Salton." In the event that Salton exercises its right to purchase Windmere's 50% interest, it will have to issue debt and/or equity securities and use new or existing credit lines to fund the cash portion of the purchase price. While Salton is exploring additional and new sources of funds, there can be no assurance that Salton will be able to obtain such funds. If Salton fails to exercise or close its right to purchase Windmere's 50% interest, there can be no assurance that Windmere will acquire any of the shares of Salton which it does not own. -----END PRIVACY-ENHANCED MESSAGE-----