-----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, CpHcAnLlJw1wK0bHOth2byfYLe4mhhh1o7wLqD/Y/kGQakqOTtexU/qA/E4LGnmW MFNY3R6V9u02ngJ+TFtxJw== 0000950172-00-000251.txt : 20000215 0000950172-00-000251.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950172-00-000251 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 GROUP MEMBERS: 1998 NOAH LIPNICK 2503(C) TRUST GROUP MEMBERS: HOPEWELL PARTNERS GROUP MEMBERS: JUDITH SCHEUER AND JOSEPH MELLICKER GROUP MEMBERS: LONE ROCK FOUNDATION GROUP MEMBERS: MARK HALPERN GROUP MEMBERS: RUTH DUNDAS GROUP MEMBERS: SCHEUER GRANDCHILDREN TRUST GROUP MEMBERS: SCHEUER WALTER GROUP MEMBERS: STERLING CAPITAL CORPORATION PENSION PLAN GROUP MEMBERS: THE 1998 RACHEL MELLICKER 2503(C) TRUST GROUP MEMBERS: THE BLUE RIDGE FOUNDATION GROUP MEMBERS: THE DAVID SCHEUER 1993 CHARITABLE REMAINDER TRUST GROUP MEMBERS: THE JEFFREY SCHEUER 1993 CHARITABLE REMAINDER TRUST GROUP MEMBERS: THE JUDITH SCHEUER 1993 CHARITABLE REMAINDER TRUST GROUP MEMBERS: THE SUSAN SCHEUER 1993 CHARITABLE REMAINDER TRUST GROUP MEMBERS: THE WALTER SCHEUER 1993 CHARITABLE REMAINDER TRUST GROUP MEMBERS: TRUST FBO ABIGAIL LIPNICK GROUP MEMBERS: TRUST FBO DANIELLA EVE LIPNICK GROUP MEMBERS: TRUST FBO DAVID SCHEUER GROUP MEMBERS: TRUST FBO JEFFREY SCHEUER GROUP MEMBERS: TRUST FBO JEREMY SCHEUER GROUP MEMBERS: TRUST FBO JUDITH SCHEUER GROUP MEMBERS: TRUST FBO MADI HODBEY BRAILSFORD GROUP MEMBERS: TRUST FBO MARCELLE HALPERN GROUP MEMBERS: TRUST FBO SAMUEL HENRY MELLICKER GROUP MEMBERS: TRUST FBO SUSAN SCHEUER GROUP MEMBERS: TRUST FBO WALTER SCHEUER GROUP MEMBERS: TRUST FBO WINIFRED SCHEUER GROUP MEMBERS: WALTER SCHEUER GROUP MEMBERS: WALTER SCHEUER NOVEMBER CHARITABLE TRUST GROUP MEMBERS: WALTER SCHEUER PENSION PLAN GROUP MEMBERS: WAYNE S. REISNER SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-33434 FILM NUMBER: 539166 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEUER WALTER CENTRAL INDEX KEY: 0000909645 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 635 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127539630 MAIL ADDRESS: STREET 1: 635 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. 1) WINDMERE-DURABLE HOLDINGS, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.10 PER SHARE (TITLE OF CLASS OF SECURITIES) 973411101 (CUSIP NUMBER) DECEMBER 31, 1999 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) - ----------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: |_| RULE 13D-1(B) |X| RULE 13D-1(C) |_| RULE 13D-1(D) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 973411101 13G PAGE 2 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Scheuer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 233,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 940,500 shares* REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 233,000 shares* 8 SHARED DISPOSITIVE POWER 940,500 shares* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,173,500 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. Beneficial ownership is disclaimed pursuant to Rule 13d-4 except for 66,500 shares. CUSIP NO. 973411101 13G PAGE 3 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ruth Dundas 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 5,000 shares* EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 5,000 shares* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 4 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hopewell Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 218,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 218,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.97% 12 TYPE OF REPORTING PERSON PN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 5 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wayne S. Reisner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 24,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 936,400 shares* REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 24,000 shares* 8 SHARED DISPOSITIVE POWER 936,400 shares* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,400 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. Beneficial ownership is disclaimed pursuant to Rule 13d-4. CUSIP NO. 973411101 13G PAGE 6 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO David Scheuer dated 12-11-51 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 46,500 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 46,500 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,500 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.21% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 7 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO David Scheuer dated 5-18-54 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 133,100 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 133,100 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,100 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.59% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 8 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO David Scheuer dated 5-19-61 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 28,400 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 28,400 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,400 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.13% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 9 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Jeffrey Scheuer dated 5-18-54 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 122,700 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 122,700 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,700 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.55% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 10 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Jeffrey Scheuer dated 6-10-54 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 8,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 11 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Jeffrey Scheuer dated 5-19-61 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 6,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 6,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 12 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Susan Scheuer dated 12-30-60 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 7,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 7,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 13 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Judith Scheuer dated 12-17-59 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 20,500 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 20,500 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,500 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 14 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Abigail Lipnick dated 4-13-92 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 30,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 30,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.13% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 15 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Daniella Eve Lipnick dated 10-09-90 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 40,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 40,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.18% 12 TYPE OF REPORTING PERSON OO - -------------------- *This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 16 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Jeremy Scheuer dated 4-20-88 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 46,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 46,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.20% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 17 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Winifred Scheuer dated 12-20-84 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 62,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 62,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.28% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 18 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Scheuer November Charitable Trust dated 11-29-83 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 180,900 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 180,900 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,900 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.80% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 19 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Walter Scheuer 1993 Charitable Remainder Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 266,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 266,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.18% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 20 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The David Scheuer 1993 Charitable Remainder Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 15,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 15,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.07% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 21 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Jeffrey Scheuer 1993 Charitable Remainder Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 24,500 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 24,500 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,500 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.11% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 22 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Susan Scheuer 1993 Charitable Remainder Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 23,600 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 23,600 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,600 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.11% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 23 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Judith Scheuer 1993 Charitable Remainder Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 21,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 21,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 24 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Marcelle Halpern 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 15,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 15,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.07% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 25 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1998 Rachel Mellicker 2503(c) Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 20,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 20,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 26 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark Halpern 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 7,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 7,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 27 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1998 Noah Lipnick 2503(c) Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 20,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 20,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 28 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Judith Scheuer and Joseph Mellicker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 8,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON IN - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 29 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Samuel Henry Mellicker dated 12-28-95 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 8,500 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8,500 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,500 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 30 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scheuer Grandchildren Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 28,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 28,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.12% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 31 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Walter Scheuer dated 6-1-26 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 24,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 24,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.11% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 32 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust FBO Madi Hodbey Brailsford 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 4,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 4,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 33 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Blue Ridge Foundation, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 72,100 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 72,100 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,100 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.32% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 34 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lone Rock Foundation, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 10,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 10,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON OO - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 35 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Capital Corporation Pension Plan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 2,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01% 12 TYPE OF REPORTING PERSON EP - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. CUSIP NO. 973411101 13G PAGE 36 OF 47 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Scheuer Pension Plan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 2,000 shares* BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,000 shares* WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000 shares* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_| SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01% 12 TYPE OF REPORTING PERSON EP - -------------------- * This number is included solely for the purposes of identifying shares as to which this Schedule 13G relates and is qualified in its entirety by the information in this Schedule 13G. This Amendment No. 1 to Schedule 13G is being filed pursuant to Rule 13d-2 under Securities Exchange Act of 1934, as amended (the "Exchange Act"). ITEM 1(A). NAME OF ISSUER: Windmere-Durable Holdings, Inc. ("Windmere") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5980 Miami Lakes Drive Miami Lakes, Florida 33014 ITEM 2(A). NAMES OF PERSONS FILING: This Schedule 13G is being jointly filed by Walter Scheuer, Ruth Dundas, (formerly Ruth Scheuer), Judith Scheuer and Joseph Mellicker, Hopewell Partners, a New York limited partnership ("Hopewell"), Wayne S. Reisner, Dr. Mark Halpern, The Blue Ridge Foundation, Inc., a charitable foundation ("Blue Ridge"), Lone Rock Foundation, Inc., a charitable foundation ("Lone Rock"), the Sterling Capital Corporation Pension Plan, the Walter Scheuer Pension Plan and on behalf of certain trusts (the "Trusts"), as set forth on Exhibit A hereto (collectively referred to herein as the "Reporting Persons"), with respect to shares of common stock, par value $.10 per share, of Windmere ("Windmere Common Stock") which the Reporting Persons may be deemed to beneficially own pursuant to Section 13(d) of the Exchange Act. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address of each of the Reporting Persons is: c/o Walter Scheuer 635 Madison Avenue New York, New York 10022 ITEM 2(C). CITIZENSHIP: Each of the individual Reporting Persons is a citizen of the United States. Hopewell, Blue Ridge, Lone Rock, the Sterling Capital Corporation Pension Plan, the Walter Scheuer Pension Plan and all of the Trusts were organized in the United States. ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.10 per share ITEM 2(E). CUSIP NUMBER: 973411101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(C), CHECK THIS BOX. |X| ITEM 4. OWNERSHIP. The Reporting Persons, in the aggregate, own 1,740,900 shares, or 7.7% of Windmere Common Stock. Information concerning the number and percentage of shares of Windmere Common Stock which may be deemed to be beneficially owned by each Reporting Person, and the number of such shares as to which each Reporting Person has sole or shared voting power and sole or shared dispositive power is set forth on pages 2 through 36 of this Schedule 13G. Shares reported as beneficially owned by Walter Scheuer include 135,200 shares of Windmere Common Stock owned as portfolio securities by Sterling Capital Corporation, a New York corporation ("Sterling"), which is a publicly-traded closed-end investment company. Mr. Scheuer is a member of the investment committee of Sterling and, accordingly, has the power to vote and dispose of such shares. Shares reported as beneficially owned by Walter Scheuer also include 14,400 shares of Windmere Common Stock held in accounts managed on a discretionary basis by Manchester Capital Corporation, a New York corporation which is a registered investment advisor. Mr. Scheuer owns 100% of the shares of Manchester Capital Corporation. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2000 /s/ Walter Scheuer ------------------ Walter Scheuer (1)(2) /s/ Wayne S. Reisner -------------------- Wayne S. Reisner (3) /s/ Marge Scheuer ----------------- Marge Scheuer (4) /s/ Judith Scheuer ------------------ Judith Scheuer (5) /s/ Walter Scheuer ------------------- Hopewell Partners by Walter Scheuer, General Partner /s/ Ruth Dundas -------------------- Ruth Dundas /s/ Susan Scheuer ----------------- Susan Scheuer (6) - -------------- (1) Individually, and as Trustee for the following Trusts: Trust for the Benefit of David Scheuer dated 12-11-51 Trust for the Benefit of David Scheuer dated 5-18-54 Trust for the Benefit of David Scheuer dated 5-19-61 Trust for the Benefit of Jeffrey Scheuer dated 6-10-54 Trust for the Benefit of Jeffrey Scheuer dated 5-18-54 Trust for the Benefit of Jeffrey Scheuer dated 5-19-61 Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84 Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88 Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90 Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92 The 1993 David Scheuer Charitable Remainder Trust The 1993 Jeffrey Scheuer Charitable Remainder Trust The 1993 Susan Scheuer Charitable Remainder Trust The 1993 Judith Scheuer Charitable Remainder Trust Trust for the Benefit of Susan Scheuer dated 12-30-60 Trust for the Benefit of Judith Scheuer dated 12-17-59 Trust for the Benefit of Marcelle P. Halpern Trust for the Benefit of Madi Hodbey Brailsford (2) As attorney-in-fact for: Marge Scheuer Judith Scheuer Dr. Halpern As President of The Blue Ridge Foundation, Inc. (3) As a Trustee for the following Trusts and Plans: The Walter Scheuer 1993 Charitable Remainder Trust Trust for the Benefit of Walter Scheuer dated 6-1-26 Sterling Capital Corporation Pension Plan Walter Scheuer Pension Plan (4) As Trustee for the following Trusts: Walter Scheuer November Charitable Trust dated 11-29-83 Scheuer Grandchildren Trust (5) Individually, as Trustee for the following Trusts: Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95 The 1998 Rachel Mellicker 2503(c) Trust The 1998 Noah Lipnick 2503(c) Trust (6) As President of the Lone Rock Foundation, Inc. EXHIBITS Exhibit Description Page No. - ------- ----------- -------- A Identification of Certain Trusts 41 B Statement With Respect to Joint Filing of Schedule 13G 44 EXHIBIT A IDENTIFICATION OF CERTAIN TRUSTS Trust for the Benefit of David Scheuer dated 12-11-51 Walter Scheuer, Marge P. Scheuer, David Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of David Scheuer dated 5-18-54 Walter Scheuer, Marge P. Scheuer, David Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of David Scheuer dated 5-19-61 Walter Scheuer, Marge P. Scheuer and David Scheuer, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Jeffrey Scheuer dated 5-18-54 Walter Scheuer, Marge P. Scheuer, Jeffrey Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Jeffrey Scheuer dated 6-10-54 Walter Scheuer, Marge P. Scheuer, Jeffrey Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Jeffrey Scheuer dated 5-19-61 Walter Scheuer, Marge P. Scheuer and Jeffrey Scheuer, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Susan Scheuer dated 12-30-60 Walter Scheuer, Marge P. Scheuer, Susan Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Judith Scheuer dated 12-17-59 Walter Scheuer, Marge P. Scheuer, Judith Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84 Walter Scheuer, Jeffrey Scheuer, Ruth Dundas and Wayne Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88 Walter Scheuer, Jeffrey Scheuer, Ruth Dundas and Wayne Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90 Walter Scheuer, Susan Scheuer, Jonathan Lipnick and Wayne Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92 Walter Scheuer, Susan Scheuer, Jonathan Lipnick and Wayne Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022. Walter Scheuer November Charitable Trust dated 11-29-83 Marge P. Scheuer, Trustee c/o Marge P. Scheuer, 635 Madison Avenue, New York, New York 10022 The 1993 Walter Scheuer Charitable Remainder Trust Marge Scheuer and Wayne S. Reisner, Trustees c/o Marge Scheuer, 635 Madison Avenue, New York, New York 10022 The 1993 David Scheuer Charitable Remainder Trust Walter Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 The 1993 Jeffrey Scheuer Charitable Remainder Trust Walter Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 The 1993 Susan Scheuer Charitable Remainder Trust Walter Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 The 1993 Judith Scheuer Charitable Remainder Trust Walter Scheuer and Wayne S. Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Marcelle P. Halpern Walter Scheuer, Trustee, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95 Joseph Mellicker and Judith Scheuer, Trustees c/o Judith Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Walter Scheuer dated 6-1-26 Wayne Reisner, Trustee, c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 Trust for the Benefit of Madi Hodbey Brailsford Walter Scheuer, Trustee, 635 Madison Avenue, New York, New York 10022 Scheuer Grandchildren Trust Marge P. Scheuer, Trustee c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 The 1998 Rachel Mellicker 2503(c) Trust Judith Scheuer and Joseph Mellicker, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 The 1998 Noah Lipnick 2503(c) Trust Judith Scheuer and Joseph Mellicker, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York 10022 EXHIBIT B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Exchange Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock, par value $.10 per share, of Windmere-Durable Holdings, Inc., and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2000. /s/ Walter Scheuer ------------------------------- Walter Scheuer (1)(2) /s/ Wayne S. Reisner ------------------------------- Wayne S. Reisner (3) /s/ Marge Scheuer ------------------------------- Marge Scheuer (4) /s/ Judith Scheuer ------------------------------- Judith Scheuer (5) /s/ Walter Scheuer ------------------------------- Hopewell Partners by Walter Scheuer, General Partner /s/ Ruth Dundas ------------------------------- Ruth Dundas /s/ Susan Scheuer ------------------------------- Susan Scheuer (6) - -------------- (1) Individually, and as Trustee for the following Trusts: Trust for the Benefit of David Scheuer dated 12-11-51 Trust for the Benefit of David Scheuer dated 5-18-54 Trust for the Benefit of David Scheuer dated 5-19-61 Trust for the Benefit of Jeffrey Scheuer dated 6-10-54 Trust for the Benefit of Jeffrey Scheuer dated 5-18-54 Trust for the Benefit of Jeffrey Scheuer dated 5-19-61 Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84 Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88 Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90 Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92 The 1993 David Scheuer Charitable Remainder Trust The 1993 Jeffrey Scheuer Charitable Remainder Trust The 1993 Susan Scheuer Charitable Remainder Trust The 1993 Judith Scheuer Charitable Remainder Trust Trust for the Benefit of Susan Scheuer dated 12-30-60 Trust for the Benefit of Judith Scheuer dated 12-17-59 Trust for the Benefit of Marcelle P. Halpern Trust for the Benefit of Madi Hodbey Brailsford (2) As attorney-in-fact for: Marge Scheuer Judith Scheuer Dr. Halpern As President of The Blue Ridge Foundation, Inc. (3) As a Trustee for the following Trusts and Pension Plans: The Walter Scheuer 1993 Charitable Remainder Trust Trust for the Benefit of Walter Scheuer dated 6-1-26 Sterling Capital Corporation Pension Plan Walter Scheuer Pension Plan (4) As Trustee for the following Trusts: Walter Scheuer November Charitable Trust dated 11-29-83 Scheuer Grandchildren Trust (5) Individually, and as Trustee for the following Trusts: Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95 The 1998 Rachel Mellicker 2503(c) Trust The 1998 Noah Lipnick 2503(c) Trust (6) As President of the Lone Rock Foundation, Inc. -----END PRIVACY-ENHANCED MESSAGE-----