-----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, FuQEdeKGgn1yxngc0X/Q9srr77jcwmG6U/OkGNkCbOZiyvD+23J3MZYCMByoQT4m x4P9g9N4DlIHGNTmEqblcg== 0000950172-99-000661.txt : 19990624 0000950172-99-000661.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950172-99-000661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990526 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL HOUSEWARES CORP CENTRAL INDEX KEY: 0000040643 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 410919772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07117 FILM NUMBER: 99637521 BUSINESS ADDRESS: STREET 1: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 BUSINESS PHONE: 8122321000 MAIL ADDRESS: STREET 2: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 8-K 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): May 26, 1999 GENERAL HOUSEWARES CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-7117 41-0919772 (Commission File Number) (I.R.S. Employer Identification No.) 1536 Beech Street 47804 Terre Haute, Indiana (Address of Principal Executive offices) (Zip Code) (812) 232-1000 (Registrant's Telephone Number, Including Area Code) Item 1. Changes in Control of Registrant. - None. Item 2. Acquisition or Disposition of Assets. - None. Item 3. Bankruptcy or Receivership. - None. Item 4. Change in Registrant's Certifying Accountant. - None. Item 5. Other Events. - None. Item 6. Resignation of Registrant's Directors. John A. (Pete) Bricker, Jr. resigned as Director of General Housewares Corp. on May 26, 1999 citing differences with the Board of Directors. A copy of Mr. Bricker's letter of resignation is attached to this Form 8-K as an exhibit. The Board of Directors of General Housewares Corp. believes that Mr. Bricker's description of the Board's actions is incomplete and incorrect. A copy of the Board's views is attached to this Form 8-K as an exhibit. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Exhibit 6.1 Letter of Resignation of John A. (Pete) Bricker, Jr. 6.2 Letter from General Housewares Corp. to John A. (Pete) Bricker, Jr. 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 thereunto duly authorized. GENERAL HOUSEWARES CORP. By: /s/ Mark S. Scales ------------------------------- Date: May 28, 1999 Name: Mark S. Scales Title: Vice President Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit No. Exhibit 6.1 Letter of Resignation of John A. (Pete) Bricker, Jr. 6.2 Letter from General Housewares Corp. to John A. (Pete) Bricker, Jr. EX-99 2 EXHIBIT 6.1 - LETTER OF RESIGNATION Exhibit 6.1 S A N D E R A partners May 26, 1999 VIA FAX TO: 812-232-7016 Mr. Paul A. Saxton General Housewares Corporation 1536 Beech Street P.O. Box 4066 Terre Haute, Indiana 47804 Dear Paul: Since receiving notice from you on April 13, 1999 of a third party's cash offer to buy General Housewares at a substantial premium to its then-current market price, I have fundamentally disagreed with management's and the board's handling of the prospective acquirer's proposal. After much deliberation on my own and much consultation with my attorneys, I have concluded that certain actions taken by the board in responding to this proposal make it impossible for me to fulfill my fiduciary duties to the Company and its shareholders. I refer specifically to certain of the resolutions passed by the board during its telephonic meeting on April 21, 1999: RESOLVED, that only Senior Management be authorized to communicate with [the board's financial advisor]; and further RESOLVED, that no director shall communicate with family, friends or business associates concerning the Proposal, nor shall any director communicate directly with [the board's financial advisor], other than in conjunction with Senior Management, concerning the Proposal or any other matter. I refer also to the "sense of the Board" recorded in the minutes of the same meeting: "After discussion, it was the sense of the Board that further communication with [the prospective acquirer] be left to the discretion of Management after consultation with [the board's financial advisor] and counsel." Although my most immediate and pressing disagreement with management's and the board's handling of the prospective acquirer's proposal relates to these resolutions and the "sense of the Board" cited above, I have also disagreed with other aspects of the handling of this proposal, which other aspects include: o Your immediate and unequivocal opposition to the proposal, expressed to the directors in writing when you notified us of receipt of the proposal; 1601 Elm Street Suite 4000 Dallas, Texas 75201 (214) 720-1688 Fax (214) 720-1612 o Your delay (until April 21, nine days after your receipt of the proposal) in convening a meeting of the board to consider the proposal; o Your more optimistic view of the Company's prospects after receipt of the proposal, as reflected in your substantial revisions to the financial projections for the current fiscal year presented to the board less than three weeks earlier; o Your initial resistance to the hiring of a financial advisor to assist the board in considering the proposal; o The board's failure to form a special committee to consider the proposal, notwithstanding your expressions of interest both to me and the board's financial advisor in the possibility of your personally acquiring part or all of the Company's business or assets; o Your making available to the board's financial advisor only your more optimistic, revised financial projections for the current fiscal year, and not the less optimistic projections presented to the board less than three weeks earlier; o Your opening the board's sole meeting with its financial advisor (held on May 11, 1999) with a statement of your unequivocal opposition to the proposal; o Your insistence, at the end of the board's sole meeting with its financial advisor, that each director return the roughly one-hundred-page presentation booklet prepared by the board's financial advisor and distributed only in the meeting, though our review of it was only brief, at best; and o The board's determination, at the conclusion of its meeting on May 11, that it was "the sense of the board" to reject the prospective acquirer's proposal without discussing it with the prospective acquirer. The position I now find myself in, in light of these developments, I view as personally, legally and ethically untenable. While I voted against the resolutions passed by the board in its meeting on April 21 and cited above, and explicitly excluded myself from the "sense of the board" to reject the proposal on May 11, I no longer feel I can sufficiently distance myself from the board's behavior without resigning. As a consequence, I hereby do so, effective immediately, today, May 26, 1999. Pursuant to Securities and Exchange Commission's Form 8-K, including Item 6 thereof, I hereby request that this disagreement and this letter be publicly disclosed within five business days of this date. Sincerely, / s / John A. (Pete) Bricker, Jr. John A. (Pete) Bricker, Jr. EX-99 3 EXHIBIT 6.2 - LETTER Exhibit 6.2 GHC GENERAL HOUSEWARES CORP. 1536 BEECH STREET, P.O. BOX 4066, TERRE HAUTE, INDIANA 47804 (812) 232-1000 PAUL A. SAXTON PRESIDENT CHIEF EXECUTIVE OFFICER May 28, 1999 Mr. John A. Bricker, Jr. Sandera Partners 1601 Elm Street Suite 4000 Dallas, Texas 75201 Dear Pete: This will acknowledge receipt of your letter of May 26, 1999 announcing your resignation as a director of General Housewares Corp. Your letter references your disagreement with the Board's handling of a third party's non-binding preliminary proposal to explore a possible business combination. It contains a number of assertions and characterizations that are incorrect as well as a number of opinions that you did not express at our recent board meeting. There is no need at this time to give a detailed response to the various statements in your letter. On behalf of the Board of Directors, however, a few basic facts should be set forth for the record. The Board is composed almost entirely of independent, outside directors. I am the only member of management on the Board. The Board engaged a competent and experienced investment banker and law firm to assist the directors in reviewing the non-binding preliminary proposal and in fulfilling their fiduciary duties and responsibilities. At its meeting, the Board had the benefit of presentations by the investment banker and legal counsel, and had an extended deliberation on the merits of the proposal and the appropriate response. The Board's decision was the product of a careful process of obtaining expert advice and having a thorough discussion of the matter. Your own experience on the Board has demonstrated to you the diligence, intelligence and integrity of the independent directors. You are, of course, now free to disagree with the Board's decision for reasons you elected not to articulate at the Board meeting. But the record will not permit any conclusion other than that the Board's decision was an informed, deliberate and careful judgment made in the best interests of stockholders. The Board will continue to fulfill its obligations to stockholders and seek to maximize stockholder value. On behalf of the Board of Directors, / s / Paul A. Saxton -------------------------------- Paul A. Saxton, Chairman -----END PRIVACY-ENHANCED MESSAGE-----