SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
WINDMERE CORPORATION
(Name of Registrant as Specified in Its Charter)
WINDMERE CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
apply:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date Filed:
WINDMERE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Windmere Corporation, a Florida corporation (the
"Company"), will be held at Don Shula's Hotel, Main Street, Miami
Lakes, Florida 33014, on Tuesday, May 10, 1994, at 10:00 a.m.
local time, for the following purposes:
1. To elect three members to Class I of the Company's
Board of Directors, to serve until the 1997 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified;
2. To ratify the reappointment of Grant Thornton,
independent certified public accountants, as the Company's
auditors for the fiscal year ending December 31, 1994; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
March 21, 1994 as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof.
Whether or not you expect to be present, please sign, date
and return the enclosed proxy card in the enclosed pre-addressed
envelope as promptly as possible. No postage is required if
mailed in the United States.
By Order of the Board of
Directors,
Jerald I. Rosen, Secretary
Miami Lakes, Florida
April 11, 1994
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE
TO ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO
EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE
THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
1994 ANNUAL MEETING OF SHAREHOLDERS
OF
WINDMERE CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Windmere Corporation, a
Florida corporation (the "Company"), of proxies from the holders
of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), for use at the 1994 Annual Meeting of
Shareholders of the Company to be held on Tuesday, May 10, 1994,
or at any adjournment(s) thereof (the "Annual Meeting"), pursuant
to the enclosed Notice of Annual Meeting. The approximate date
that this Proxy Statement and the enclosed form of proxy are
first being sent to holders of Common Stock is April 11, 1994.
Shareholders should review the information provided herein in
conjunction with the Company's 1993 Annual Report to Shareholders
which accompanies this Proxy Statement. The Company's principal
executive offices are located at 5980 Miami Lakes Drive, Miami
Lakes, Florida 33014-2467, and its telephone number is (305)
362-2611.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's
Board of Directors. The giving of a proxy does not preclude the
right to vote in person should any shareholder giving the proxy
so desire. Shareholders have an unconditional right to revoke
their proxy at any time prior to the exercise thereof, either in
person, at the Annual Meeting or by filing with the Company's
Secretary at the Company's principal executive offices a written
revocation or duly executed proxy bearing a later date; however,
no such revocation will be effective until written notice of the
revocation is received by the Company at or prior to the Annual
Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the
enclosed proxy is to be borne by the Company. In addition to the
use of mail, employees of the Company may solicit proxies
personally and by telephone, and the Company may use the services
of a proxy solicitation firm at a cost of up to $7,000. The
Company's employees will receive no compensation for soliciting
proxies other than their regular salaries. The Company may
request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies.
The Company may reimburse such persons for their expenses in so
doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will
consider and vote upon the following matters:
(1) The election of three members to Class I of the
Company's Board of Directors to serve until the 1997
Annual Meeting of Shareholders or until their
successors are duly elected and qualified;
(2) The ratification of the reappointment of Grant
Thornton, independent certified public accountants,
as the Company's auditors for the fiscal year ending
December 31, 1994; and
(3) Such other business as may properly come before the
Annual Meeting, including any adjournment(s)thereof.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant
to this solicitation (and which have not been revoked in
accordance with the procedures set forth above) will be voted (a)
for the election of the three nominees for director named below,
and (b) in favor of all other proposals described in the Notice
of Annual Meeting. In the event a shareholder specifies a
different choice by means of the enclosed proxy, his shares will
be voted in accordance with the specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on
March 21, 1994 as the record date (the "Record Date") for
determining shareholders of the Company entitled to notice of,
and to vote at, the Annual Meeting. As of the Record Date, there
were 15,791,918 shares of Common Stock issued and outstanding,
all of which are entitled to be voted at the Annual Meeting.
Each share of Common Stock is entitled to one vote on all matters
to be acted upon at the Annual Meeting and neither the Company's
Articles of Incorporation nor Bylaws provides for cumulative
voting rights.
The attendance, in person or by proxy, of the holders of a
majority of the shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum. The
affirmative vote of a majority of the shares of Common Stock
present in person or by proxy at the Annual Meeting is required
for the approval of each matter that is submitted to shareholders
for approval. An independent inspector shall count the votes and
ballots. Abstentions are considered as shares present and
entitled to vote but are not counted as votes cast in the
affirmative on a given matter. A broker or nominee holding
shares registered in its name, or in the names of its nominee,
which are beneficially owned by another person and for which it
has not received instructions as to voting from the beneficial
owner, has the discretion to vote the beneficial owner's shares
with respect to the election of directors. If a matter had been
included in the proxy to which a broker or nominee would not have
discretionary voting power under applicable New York Stock
Exchange rules, any broker or nominee "non-votes" would not be
considered as shares entitled to vote on that subject matter and
therefore would not be considered by the inspector when counting
votes cast on the matter. If less than a majority of the
outstanding shares of Common Stock are represented at the Annual
Meeting, a majority of the shares so represented may adjourn the
Annual Meeting from time to time without further notice.
SECURITY OWNERSHIP
The following table sets forth, as of the Record Date,
information with respect to the beneficial ownership of the
Company's Common Stock by (i) each director of the Company
(certain of whom constitute nominees for election as directors at
the Annual Meeting), (ii) the Company's Chief Executive Officer
and four other most highly compensated officers of the Company
during the year ended December 31, 1993, (iii) the beneficial
owner of more than 5% of the outstanding Common Stock and (iv)
all directors and executive officers of the Company, as a group.
<TABLE>
<CAPTION>
<S> <C>
Common Stock
Beneficially Owned(2)
Name and Address of Beneficial Owner(1) Shares Percent
Belvin Friedson (6) . . . . . . . . . . . . 161,579 1.0
Jerald I. Rosen (3) . . . . . . . . . . . . 45,000 *
Bert Sager (4). . . . . . . . . . . . . . . 75,000 *
Harold Strauss. . . . . . . . . . . . . . . 36,604 *
Leonard Glazer. . . . . . . . . . . . . . . 21,052 *
Adolph Hirsch (5) . . . . . . . . . . . . . 26,000 *
David M. Friedson (6) . . . . . . . . . . . 367,772 2.3
Barbara Friedson Garrett (6). . . . . . . . 165,705 1.0
Lai Kin (7) . . . . . . . . . . . . . . . . 381,000 2.4
Felix S. Sabates. . . . . . . . . . . . . . 32,000 *
Arnold Thaler . . . . . . . . . . . . . . . 95,839 *
Harry D. Schulman . . . . . . . . . . . . . 38,242 *
R. Erwin Fischer (8). . . . . . . . . . . . -0- *
Franklin Resources, Inc. (9). . . . . . . . 973,900 6.2
College Retirement Equities
Fund (10). . . . . . . . . . . . . . . . . 795,982 5.0
All directors and executive officers
as a group (17 persons) (3)-(7) . . . . . 1,599,508 10.1
</TABLE>
[FN]
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the
beneficial owners identified above is c/o Windmere
Corporation, 5980 Miami Lakes Drive, Miami Lakes, Florida
33014-2467.
(2) Unless otherwise indicated, each person has sole voting and
investment power with respect to all such shares.
(3) Does not include 15,000 shares owned by the wife of Jerald
I. Rosen, as to which shares Mr. Rosen disclaims beneficial
ownership.
(4) Does not include 428,067 shares owned by the wife of Mr.
Sager, as to which shares Mr. Sager disclaims beneficial
ownership.
(5) Mr. Hirsch's term of office as a director of the Company
expires on May 10, 1994. He does not intend to seek re-
election.
(6) Does not include 37,157 shares owned by the wife of Mr.
Friedson. Belvin Friedson disclaims beneficial ownership
of any shares owned by his wife or his children. David M.
Friedson and Barbara Friedson Garrett disclaim beneficial
ownership of any shares owned by their siblings, Belvin
Friedson or his wife.
(7) Includes 375,000 shares owned by Ourimbah Investments,
Limited, of which Mr. Lai Kin is Managing Director.
(8) Does not include 1,000 shares owned by the wife of R. Erwin
Fischer, as to which shares Mr. Fischer disclaims
beneficial ownership.
(9) The address of Franklin Resources, Inc. is 777 Mariners
Island Boulevard, San Mateo, California 94404.
(10) The address of College Retirement Equities Fund is 730
Third Avenue, New York, New York 10017.
ELECTION OF DIRECTORS
The Board of Directors of the Company is presently composed
of three Class I directors, three Class II directors and four
Class III directors, and on a rotating basis the terms of office
of all of the directors in any one class expires each year.
At the Annual Meeting of Shareholders, three directors,
Barbara Friedson Garrett, Felix S. Sabates and R. Erwin Fischer
are to be nominated for election to Class I of the Board of
Directors, to serve until the 1997 Annual Meeting of Shareholders
or until their respective successors are duly elected and
qualified.
Other than Mr. Fischer, each of the nominees for election
as a director of the Company is presently a member of the Board
of Directors of the Company. The Board of Directors has no
reason to believe that any nominee will refuse to act or be
unable to accept election; however, in the event that a nominee
for a directorship is unable to accept election, proxies
solicited hereunder will be voted in favor of the remaining
nominees, if any, and for such other persons as may be designated
by the Board of Directors, unless it is directed by a proxy to do
otherwise.
The following table sets forth certain information
regarding each director and nominee for director:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Position With Director
Name Age the Company Since
Nominees for Election
to Class I
Barbara Friedson
Garrett 41 Director and Executive
Vice President-Sales
and Marketing 1984
Felix S. Sabates 52 Director 1991
R. Erwin Fischer 68 Nominee for Director N.A.
Continuing Members of the Board
Class II Directors
Leonard Glazer 71 Director 1979
Harold Strauss 71 Director 1972
Lai Kin 64 Director 1989
Class III Directors
Belvin Friedson 69 Director and Chairman of
the Board 1963
David M. Friedson 38 Director, President and
Chief Executive Officer 1982
Jerald I. Rosen 66 Director 1963
Bert Sager 68 Director 1963
</TABLE>
Belvin Friedson founded the Company and has served as
Chairman of the Board of Directors since 1963. From 1963 to
January 1987, Mr. Friedson also served as Chief Executive Officer
of the Company and from 1963 to January 1985, he also served as
President of the Company.
David M. Friedson has served as Chief Executive Officer of
the Company since January 1987 and as President of the Company
since January 1985. From January 1985 to January 1987, Mr.
Friedson served as Chief Operating Officer of the Company. From
June 1976 to January 1985, Mr. Friedson held various other
management positions with the Company.
Jerald I. Rosen has served as Secretary of the Company
since 1977. Mr. Rosen has been engaged in the practice of law
since 1969 and has been a Certified Public Accountant since 1952.
Bert Sager has been an attorney-at-law since 1949 and
Chairman of the Board of Acorn Venture Capital Corporation, a
venture capital Company, for more than the past 5 years. Mr.
Sager is also a director of Computer Products, Inc., a
manufacturer of electronic products.
Leonard Glazer retired in 1992 and is a private investor.
For more than 5 years prior thereto, Mr. Glazer was President of
Professional Engineering International, Inc., an engineering
consulting firm.
Harold Strauss has been a Professor of Business Management
and Organizational Behavior at the University of Miami since
1968.
Lai Kin has been Managing Director of Durable Electrical
Metal Factory, Ltd. an 80%-owned subsidiary of the Company, since
September 1973. In addition, Mr. Lai Kin has been Managing
Director of Ourimbah Investment, Limited, a holding and
investment company, since 1989.
Barbara Friedson Garrett has been an Executive Vice
President-Sales and Marketing of the Company since December 1988.
For ten years prior thereto, Ms. Garrett held various other
management positions with the Company.
Felix S. Sabates has been Chief Executive Officer of Top
Sales Company, Inc., an independent sales representative, since
January 1965.
R. Erwin Fischer has been a self-employed consultant for
more than the last five years, serving clients primarily in the
manufacturing and overseas distribution businesses. From 1984
through 1987, Mr. Fischer also served on the Board of Directors
of the Company's Canadian subsidiary.
The Board of Directors held three meetings during 1993.
All of the Company's directors other than Mr. Lai Kin and Mr.
Felix Sabates attended more than 75% of the aggregate of (i) the
total number of meetings of the Board of Directors and (ii) the
total number of meetings held by all committees of the Board of
Directors on which such person served.
EXECUTIVE OFFICERS
Belvin Friedson, David M. Friedson, Barbara Friedson
Garrett and Jerald I. Rosen, each of whom are directors of the
Company, are also executive officers of the Company. Reference
is made to the description of the business experience of such
individuals set forth above under "Election of Directors," which
is incorporated herein by reference.
The following table sets forth information with respect to
the executive officers of the Company:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Office
Belvin Friedson 69 Chairman of the Board of Directors
David M. Friedson 38 President, Chief Executive Officer
and Director
Arnold Thaler 55 Executive Vice President-Product
Development, Engineering and
Manufacturing
Barbara Friedson
Garrett 41 Executive Vice President-Sales and
Marketing
Harry D. Schulman 42 Executive Vice President-Finance
and Administration and Chief
Financial Officer
Burton A. Honig 56 Vice President-Finance
Robert W. Gorman 50 Vice President-Professional
Products
David W. O'Neill 47 President, Windmere Consumer
Products, Inc.
Jerald I. Rosen 66 Secretary and Director
Mark K. Welch 36 Vice President-Sales and
Marketing-Consumer Products
Scott J. Andersen 40 Vice President-Key Accounts-
Consumer Products
</TABLE>
Arnold Thaler has served as an Executive Vice President-
Product Development, Engineering and Manufacturing of the Company
since December 1988. For ten years prior thereto, Mr. Thaler held
various other management positions with the Company.
Harry D. Schulman has served as Executive Vice President-
Finance and Administration of the Company since February 1993.
From March 1990 to January 1993, he served as Senior Vice
President-Finance and Administration of the Company. From
January 1989 to March 1990, he was Vice President-Financial
Analysis and Administration of the Company. Mr. Schulman has
served as Chief Financial Officer of the Company since March
1990.
Burton A. Honig has served as Vice President-Finance of the
Company since December 1982. He was also Treasurer of the
Company from March 1987 to March 1992 and from August 1981 to
December 1982. Mr. Honig is a Certified Public Accountant.
Robert W. Gorman has served as Vice President-Professional
Products of the Company since December 1986.
David W. O'Neill has served as President of Windmere
Consumer Products, Inc., a significant subsidiary of the Company,
since October 1984.
Mark K. Welch has served as Vice President-Sales and
Marketing-Consumer Products of the Company since February 1994.
Prior thereto, from February 1985, Mr. Welch served Black &
Decker Household Products, a manufacturer and distributor of
household products, in various sales executive capacities, most
recently as National Account Manager, a position he held since
February 1992.
Scott J. Andersen has served the Company as Vice
President-Key Accounts-Consumer Products since February 1994 and
prior thereto as Vice President-Sales and Marketing-Consumer
Products since September 1992. For the three years prior
thereto, Mr. Andersen served as Vice President-Sales of
Sunbeam-Oster Household Products, a manufacturer and distributor
of consumer appliances.
There is no family relationship between any director,
executive officer or nominee, except that David M. Friedson and
Barbara Friedson Garrett are the son and daughter of Belvin
Friedson.
Executive officers serve at the pleasure of the Board of
Directors, except as otherwise provided below. See "Executive
Officers--Certain Agreements."
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit,
Nominating and Compensation Committee. The members of each
committee have been appointed by the Board of Directors to serve
until their respective successors are elected and qualified.
Audit Committee. The Audit Committee reviews the scope and
results of the audit of the financial statements of the Company
and reviews the internal accounting, financial and operating
control procedures of the Company. The Audit Committee is
composed of Messrs. Hirsch, Rosen, Sager and Strauss, each of
whom, in accordance with the rules of the New York Stock
Exchange, is independent of management and free from any
relationship that, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment as a
committee member. The Audit Committee met three times in 1993.
Nominating Committee. The Nominating Committee considers
nominees for membership on the Board of Directors who are
recommended by the Company's shareholders. Any nomination by a
shareholder of a person to serve as a director of the Company may
be made pursuant to notice in writing to the Secretary of the
Company delivered to or mailed and received at the principal
executive offices of the Company not less than 90 days prior to
the meeting at which directors are to be elected; provided,
however, that in the event that less than 100 days' notice or
prior public disclosure of the date of such meeting is given or
made to shareholders, notice by the shareholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which such notice of the date of such
meeting was mailed or such public disclosure was made. Such
shareholder's notice to the Secretary must set forth (a) as to
each person whom the shareholder proposes to nominate for
election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation
or employment of such person, (iii) the class and number of any
shares of the Company or any subsidiary of the Company which are
beneficially owned by such person, (iv) any lawsuits to which
such person is a party, (v) the involvement of such person in or
with any business which may be competitive with the Company and
(vi) any other information relating to such person that is
required to be disclosed in solicitations for proxies for
election of directors or in a Schedule 13-D pursuant to any then
existing rule or regulation promulgated under the Securities
Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and record address of such
shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee as a
director. The Nominating Committee is composed of Mr. David M.
Friedson and Messrs. Glazer, Rosen, Sager and Strauss and did not
meet in 1993, and the functions which in the past have been
performed by such committee were performed by the Company's Board
of Directors.
Compensation Committee. The Compensation Committee
determines the cash and other incentive compensation, if any, to
be paid to the Company's executive officers. The Compensation
Committee is also responsible for the administration and award of
stock options under the Company's 1992 Employee Incentive Stock
Option Plan as well as the award of non-qualified stock options
issued pursuant to individual stock option agreements. The
Compensation Committee is composed of Messrs. Hirsch, Rosen,
Sager and Sabates, each of whom is a "disinterested person"
within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Compensation
Committee met one time in 1993.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation.
PHILOSOPHY. The Compensation Committee's executive
compensation philosophy is to provide competitive levels of
compensation, integrate the compensation of its executive
officers with the achievement of the Company's annual and
long-term performance goals, reward above average corporate
performance, recognize individual initiative and achievement and
assist the Company in attracting and retaining qualified
management. To meet these objectives, the Compensation Committee
attempts to set the compensation of its executive officers at
levels that it believes are competitive with other companies of
the same size in the Company's industry, in light of the
Company's then current and anticipated performance. The
Compensation Committee endorses the position that equity interest
in the Company by management is beneficial in aligning executive
officers' and shareholders' interests in the enhancement of
shareholder value.
COMPONENTS OF EXECUTIVE COMPENSATION. Compensation of the
Company's executive officers consists of both cash payments and
grants of stock options. The annual cash compensation consists
of a base salary and an annual bonus. Long-term incentives are
provided through the grant of qualified stock options under the
Company's 1992 Employee Incentive Stock Option Plan and non-
qualified stock options issued pursuant to individual stock
option agreements.
BASE SALARIES. The Compensation Committee attempts to set
base salaries of its executive officers at levels that it
believes are competitive with other companies of the same size in
the Company's industry. Information about appropriate salary
levels has been determined by reviewing the public disclosure of
the Company's competitors and through the Company's recruiting
activities. Except as described below, salaries are reviewed
annually, and any increases are based on competitive practices as
well as the performance of the Company and the executive officer.
Eight of the Company's executive officers, five of whom
(including the Chief Executive Officer) are named in the
compensation tables following this Report, are parties to
Employment Agreements with the Company. Each of these Employment
Agreements provides for an annual salary increase equal to the
increase in the Consumer Price Index.
BONUSES. Cash bonuses have been a standard and expected
component of compensation at the Company when the Company has
experienced particularly positive financial results.
During 1993, in recognition of the special efforts made by
selected members of senior management in the United States and
Hong Kong in helping to achieve the Company's positive 1993
results, a cash incentive award was made to 30 persons in amounts
not exceeding 2 1/2 months' compensation. On this basis, the
Chief Executive Officer received a cash bonus of $146,538. In
addition, cash bonuses of between one and two months' base
salaries were paid to almost all other persons employed by the
Company's subsidiaries in Hong Kong, in accordance with the
customary practice in Hong Kong.
STOCK OPTIONS. The Compensation Committee grants stock
options to the Company's executive officers pursuant to the
Company's 1992 Incentive Stock Option Plan and individual stock
option agreements. The Compensation Committee has the authority
to determine the individuals to whom stock options are awarded,
the terms at which option grants are made, the duration of the
options and the number of shares subject to each option. The
size of the option grants are generally based on the position
level of the recipient. Through the award of stock options, the
objective of aligning executive officers' long range interests
with those of the shareholders is met by providing the executive
officers with the opportunity to build a meaningful stake in the
Company.
It is the Compensation Committee's intention that, over
time, compensation opportunities from option grants will
constitute a significant portion of each executive officer's
total compensation opportunity. However, there are not automatic
grants to each executive officer every year. Instead, the
Compensation Committee reviews the performance of the Company
overall and of each individual executive officer, as well as past
option grants to each executive officer, and makes decisions
about recipients and grant sizes for the year. The Chief
Executive Officer received a grant of 1,500 options pursuant to
the Company's 1988 Director Option Plan in June 1993.
In December 1993, the Internal Revenue Service issued
proposed regulations concerning compliance with Section 162(m)
("Section 162(m)") of the Internal Revenue Code of 1986, as
amended. In general, Section 162(m) disallows a public company's
deduction for compensation to any one of certain employees
(primarily executive officers) in excess of $1.0 million per
year, unless such compensation is paid in connection with the
attainment of performance goals established by the compensation
committee of the board of directors and approved by the
shareholders of such company. The Compensation Committee is in
the process of evaluating Section 162(m) and its effect upon the
Company, and is deciding whether to comply with its requirements.
Members of the Compensation Committee are Jerald I. Rosen
(Chairman), Adolph Hirsch, Bert Sager and Felix S. Sabates.
Summary Compensation Table. The following table sets forth
the aggregate compensation paid during each of the years ended
December 31, 1993, 1992 and 1991 to the Company's Chief Executive
Officer (the "CEO") and each of the four most highly compensated
executive officers of the Company other than the CEO in 1993.
The CEO and such other executive officers are sometimes referred
to herein as the "Named Executive Officers."
<TABLE>
<CAPTION>
<S> <C> <C>
Annual
Compensation(1)
Name and Fiscal
Principal Position Year Salary Bonus
David M. Friedson 1993 $626,051 $ 146,538
President and Chief 1992 $597,818 $2,961,958
Executive Officer 1991 $597,818 $0
Arnold Thaler 1993 $245,399 $ 54,962
Executive Vice 1992 $210,002 $ 339,304
President-Product 1991 $210,002 $0
Development,
Engineering and
Manufacturing
Barbara Friedson 1993 $236,544 $ 52,876
Garrett 1992 $210,002 $ 244,304
Executive Vice 1991 $210,002 $0
President-Sales
and Marketing
Harry D. Schulman 1993 $178,485 $ 40,380
Executive Vice 1992 $140,010 $ 97,912
President-Finance 1991 $140,010 $0
and Administration
and Chief Financial
Officer
Belvin Friedson 1993 $314,990 $0
Chairman of the Board 1992 $314,990 $0
of Directors 1991 $314,990 $0
(continued)
<S> <C> <C>
Long Term
Compensation
Number of All Other
Name and Options Compensa-
Principal Position Granted(2) tion
David M. Friedson 1,500 $2,231 (3)
President and Chief 1,500 $1,231
Executive Officer 1,500 $ 231
Arnold Thaler -0- $2,231 (4)
Executive Vice -0- $2,008
President-Product 50,000 $1,008
Development,
Engineering and
Manufacturing
Barbara Friedson 1,500 $2,357 (5)
Garrett 1,500 $1,231
Executive Vice 51,500 $ 231
President-Sales
and Marketing
Harry D. Schulman 25,000 $2,609 (6)
Executive Vice -0- $1,357
President-Finance 25,000 $ 359
and Administration
and Chief Financial
Officer
Belvin Friedson 1,500 $4,410 (7)
Chairman of the Board 1,500 $4,410
of Directors 1,500 $4,410
</TABLE>
[FN]
(1) The column for "Other Annual Compensation" has been
omitted because there is no compensation required to be
reported in such column. The aggregate amount of
perquisites and other personal benefits provided to each
Named Executive Officer did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus of
such officer.
(2) See "Option Grants Table" and "Aggregate Option Exercises
and Year-End Option Value Table" below for additional
information about these options.
(3) The amount indicated consists of life insurance premiums
of $231 paid by the Company on a policy as to which the
Named Executive Officer may designate the beneficiary and
matching contributions made by the Company of $2,000 to
its 401(k) Profit Sharing Plan.
(4) The amount indicated consists of life insurance premiums
of $1,575 paid by the Company on a policy as to which the
Named Executive Officer may designate the beneficiary and
matching contributions made by the Company of $2,000 to
its 401(k) Profit Sharing Plan.
(5) The amount indicated consists of life insurance premiums
of $357 paid by the Company on a policy as to which the
Named Executive Officer may designate the beneficiary and
matching contributions made by the Company of $2,000 to
its 401(k) Profit Sharing Plan.
(6) The amount indicated consists of life insurance premiums
of $609 paid by the Company on a policy as to which the
Named Executive Officer may designate the beneficiary and
matching contributions made by the Company of $2,000 to
its 401(k) Profit Sharing Plan.
(7) The amount indicated represents the amount of life
insurance premiums paid by the Company on a policy as to
which the Named Executive Officer may designate the
beneficiary.
Option Grants Table. The following table sets forth
certain information concerning grants of stock options made
during 1993 to each of the Named Executive Officers. The Company
did not grant any stock appreciation rights in 1993.
<TABLE>
<CAPTION>
Individual Option Grants in 1993
% of Total
Options
Number Granted to Exercise
of Options Employees Price Expiration
Name Granted in 1993 Per Share Date
<S> <C> <C> <C> <C>
David M. Friedson (1) 1,500 3% $8.00 5/31/04
Arnold Thaler -0- - - -
Barbara Friedson
Garrett (1) 1,500 3% $8.00 5/31/04
Harry D. Schulman 25,000 47% $6.00 1/19/99
Belvin Friedson (1) 1,500 3% $8.00 5/31/04
Alternative
Grant Date
Name Value(2)
<S> <C>
David M. Friedson $8,367
Arnold Thaler -
Barbara Friedson $8,367
Garrett
Harry D. Schulman $77,264
Belvin Friedson $8,367
</TABLE>
[FN]
(1) The options were granted pursuant to the Company's 1988
Director Option Plan, on June 1, 1993.
(2) Based on the Black-Scholes option pricing model adapted for
use in valuing executive stock options. The estimated
values under that model are based on certain assumptions as
to variables such as interest rates, stock price volatility
and future dividend yield. The actual value, if any, that
an executive may realize will depend on the excess of the
stock price over the exercise price on the date the option
is exercised, so that there is no assurance that the value
realized by an executive will be at or near the value
estimated by the Black-Scholes model.
Aggregate Option Exercises and Year-End Option Value Table.
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as
of the end of 1993.
<TABLE>
<CAPTION>
Number of
Unexercised
Options at
1993 Fiscal
Shares Year-End
Acquired Value Exercisable (E)
Name on Exercise Realized Unexercisable (U)
<S> <C> <C> <C>
David M. Friedson 19,251 $41,711 41,500 (E)
1,500 (U)
Arnold Thaler 19,600 $54,417 75,000 (E)
32,000 (U)
Barbara Friedson
Garrett 24,500 $77,583 106,000 (E)
33,500 (U)
Harry D. Schulman 3,000 $11,250 35,000 (E)
42,000 (U)
Belvin Friedson - - 45,000 (E)
1,500 (U)
Value of Unexercised
In-the-Money Options
at 1993 Fiscal Year End(1)
Exercisable(E)
Name Unexercisable(U)
<S> <C>
David M. Friedson $153,930(E)
$ 50,375(U)
Arnold Thaler $352,500(E)
$167,500(U)
Barbara Friedson $483,930(E)
Garrett $167,875(U)
Harry D. Schulman $166,875(E)
$158,750(U)
Belvin Friedson $221,430(E)
$ 375(U)
</TABLE>
[FN]
(1) Based on the closing price of the Company's Common Stock on
the New York Stock Exchange on December 31, 1993, which was
$8.25.
Comparative Performance by the Company. Set forth below is
a five-year graphic comparison of the yearly percentage
change in the Company's cumulative shareholder return on
its Common Stock with the cumulative total return of (i)
the Standard & Poor's 500 Stock Index (the "S&P Index") and
(ii) appropriate similar companies (the "Peer Group Index").
The companies included as part of the Peer Group Index were
selected on the basis of the similarity of such companies
to the Company, considering such factors as products sold,
market capitalization, existence of public market for the
equity securities of such companies and industry within
which such companies operate.
INDEXED TOTAL SHAREHOLDER RETURN
Dec. 1988 = $100 WINDMERE, PEER GROUP AND S&P 500
DECEMBER 31, 1988 - DECEMBER 31, 1993
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year) Windmere Peer Group S&P 500
<S> <C> <C> <C>
1988 $100 $100 $100
1989 $ 58 $123 $132
1990 $ 17 $113 $127
1991 $ 29 $205 $165
1992 $ 37 $164 $178
1993 $ 54 $123 $195
</TABLE>
Peer companies include National Presto Industries
Inc., Royal Appliance Manufacturing Co., Helen of Troy Corp.,
Toastmaster Inc. and Mr. Coffee Inc.; Goody Products Inc., which
was included in the peer group in the Company's 1993 proxy
statement, has been acquired and is thus no longer included in
the peer group.
NOTE: Assumes that $100 was invested on December 31, 1988
in the Company's Common Stock, the S&P 500 and the Peer Group and
that dividends from each are reinvested quarterly. December 1993
figures assume September 1993 shares outstanding for the Peer
Group, given data availability.
SOURCE: Compustat
Compensation Committee Interlocks and Insider
Participation. The Compensation Committee of the Board of
Directors consists of Adolph Hirsch, Jerald I. Rosen, Bert Sager
and Felix S. Sabates. Messrs. Hirsch and Sager are independent
directors of the Company, and are neither officers of the Company
nor affiliated with any principal shareholder of the Company.
Mr. Rosen serves as Secretary of the Company, although he is not
compensated for his services in such capacity. Mr. Sabates is
the sole shareholder and Chief Executive Officer of Top Sales
Company, Inc. ("Top Sales"). Pursuant to an agreement dated
August 15, 1988 between the Company and Top Sales, Top Sales
sells certain products manufactured by the Company. In 1993, the
Company paid Top Sales $575,467 pursuant to this agreement. Each
member of the Compensation Committee is a "disinterested person"
within the meaning of Rule 16b-3 under the Exchange Act.
Director Compensation. Directors of the Company who are
salaried employees of the Company do not receive any additional
compensation for serving as a director or committee member. In
1993, non-employee directors of the Company received $1,000 per
month for the first four months of 1993 and $1,500 per month
during the remainder of 1993 for service on the Board of
Directors and $750 for each Board of Directors' meeting attended
or for each committee meeting attended.
In 1989, the Board of Directors and the shareholders of the
Company adopted the 1988 Director Option Plan (the "Director
Plan") to attract and retain the services of experienced and
knowledgeable directors and to provide an incentive for such
persons to increase their proprietary interest in the Company's
long-term success and progress.
Under the terms of the Director Plan, which is administered
by a committee composed of Burton A. Honig, Joseph Reid, the
Controller of the Company, and John A. Heinlein, the Treasurer of
the Company, options to purchase an aggregate of 375,000 shares
of Common Stock (adjusted for the June 1988 stock split) may be
issued to the directors of the Company. The Director Plan
provided for the granting to each director of the Company on June
1, 1988, or as soon thereafter as reasonably possible,
nonqualified options to purchase shares of Common Stock ("option
shares") in an amount determined in accordance with the following
formula (adjusted to reflect a 3-for-2 stock split effected on
June 10, 1988):
<TABLE>
<CAPTION>
<S> <C> <C>
1,500 X number of completed years of
service on the Company's Board of+ 1,500 = number of
Directors through June 1, 1988 option
shares
</TABLE>
In addition, 1,500 option shares will automatically be
granted to each of the Company's then serving directors on June 1
(or, if June 1 is not a business day, on the next succeeding
business day) of each successive year commencing on June 1, 1989
and ending with the last grant of options under the Director Plan
on June 1, 1997. The option price of each option granted under
the Director Plan may not be less than 100% of the fair market
value of the Common Stock on the date of grant, and no option may
be exercised before the first anniversary of the date upon which
it was granted (the "Vesting Date"). Options granted under the
Director Plan, which remain unexercised, expire upon the earlier
of (i) the date which is ten years from the Vesting Date, (ii)
eight months after the date the optionee ceases to be a director
or (iii) one year after death. In the event of a change in
control of the Company, as defined in the Director Plan, all
options become immediately exercisable with respect to the full
number of option shares.
In June 1993, an automatic grant of 1,500 shares was made
to each of the Company's directors.
Employment Contracts.
The Company has entered into an employment agreement with
David M. Friedson, dated July 18, 1983, which has been amended
from time to time. Under this agreement, among other things, Mr.
Friedson was employed for a five-year term, commencing July 18,
1983, which term is automatically extended each year for an
additional one-year period unless written notice of an intention
not to extend is given by either party. This Agreement provides
for a minimum annual base salary which, as of December 31, 1993,
was $679,380, which amount is subject to adjustment in subsequent
periods according to changes in the Consumer Price Index, in
addition to other benefits. If, at any time during the term of
the agreement, there shall be a change in control of the Company,
then Mr. Friedson shall have the option of terminating his
employment upon 60 days' notice and, in such event, any
outstanding options held by Mr. Friedson may be exercised and
sold without restrictions imposed by the Company, and the Company
shall pay Mr. Friedson a lump sum equal to three times Mr.
Friedson's then annual salary. Such lump sum payment would be in
lieu of any compensation that would otherwise be due and payable
under this agreement. In consideration for such lump sum
payment, Mr. Friedson has agreed to consult with the Company and
its officers after termination of his employment, if requested to
do so, for a period of four years from the date of such
termination, devoting such time to such services
as Mr. Friedson believes to be reasonable.
The Company has entered into an employment agreement with
Belvin Friedson, dated January 5, 1987, which has been amended
from time to time. Under this agreement, among other things, Mr.
Friedson was retained by the Company to continue to serve as
Chairman of the Board of Directors and to serve as an advisor and
consultant to the Company for a five-year period which is
automatically extended for an additional one-year period unless
four years' written notice not to extend is provided by the
Company or Mr. Friedson (the "Advisory Period"). As of December
31, 1993, Mr. Friedson's annual compensation was $314,990, which
amount is subject to adjustment in subsequent periods according
to any increase in the Consumer Price Index, in addition to other
benefits. During the Advisory Period, Mr. Friedson is restricted
from competing with the Company as set forth in the agreement.
If at any time during the Advisory Period, there shall be a
change in control of the Company, then Mr. Friedson shall have
the option of terminating the Advisory Period upon reasonable
notice, and, upon such termination, the Company shall pay Mr.
Friedson a lump sum equal to the sum of the payments to be made
to Mr. Friedson during the Advisory Period discounted by a factor
of 10% for each year in which such payments are accelerated.
Such payment would be in lieu of any advisory compensation
remaining to be paid under this agreement.
The Company has entered into employment agreements with
Arnold Thaler, Barbara Friedson Garrett and Harry D. Schulman
(collectively, the "Employees"). These agreements, as amended
from time to time, provide, among other things, for the
employment of Mr. Thaler, Ms. Garrett and Mr. Schulman as
Executive Vice Presidents, each for an initial term of three
years, which terms are each automatically extended each year for
an additional one-year period unless written notice of an
intention not to extend is given by either party. Under these
agreements, the Employees are each entitled to a minimum annual
base salary which, as of December 31, 1993, was $250,016 for Mr.
Thaler, $240,006 for Ms. Garrett and $180,024 for Mr. Schulman,
which amounts are subject to adjustment in subsequent periods
according to changes in the Consumer Price Index, in addition to
other benefits. If at any time during the term of these
agreements, there shall be a change in control of the
Company, then each Employee shall have the option of terminating
his or her employment upon 60 days' notice and, in such event,
any outstanding options held by the Employee may be exercised and
sold without restrictions imposed by the Company, and the Company
shall pay such Employee a lump sum equal to three times the
Employee's prevailing annual salary. Such lump sum payment would
be in lieu of any compensation that would otherwise be due
thereafter under these agreements. In consideration for such
lump sum payment, each Employee has agreed to consult with the
Company and its officers after termination of his or her
employment, if requested to do so, for a period of four years
from the date of such termination, devoting only such time to
such services as the Employee believes to be reasonable.
CERTAIN TRANSACTIONS
The Company has agreed to use its best efforts to recommend
to its shareholders and directors that Lai Kin, the Managing
Director of Durable, an 80% owned subsidiary of the Company
("Durable"), and of Ourimbah, be appointed as, and remain a
member of, the Company's Board of Directors for such time as Mr.
Lai continues to be an indirect shareholder of the Company and
continues to be employed by Durable and/or any other affiliate of
the Company. Upon Mr. Lai's resignation or termination as
Managing Director of Durable, the Company has agreed to employ
Mr. Lai as a consultant to the Company and Durable and any of
their affiliates at a salary equal to 60% of Mr. Lai's annual
base salary from Durable in the fiscal year immediately preceding
his resignation or termination from Durable. Pursuant to this
agreement, Mr. Lai will be employed as a consultant for a
three-year period which is automatically extended by one year on
the first day of the second year of each three-year period unless
two years' prior written notice is given to terminate
the agreement, in which event the term of the agreement will be
automatically extended for one additional year beyond the
expiration of the then current three year period. During 1993,
Durable's sales of products to the Company were approximately
$72.8 million.
As of January 2, 1989, the Company, PPC Industries 1980
Limited, a subsidiary of the Company ("PPC"), and Ourimbah
entered into an agreement, which terminates on December 31, 1995,
which agreement provides, among other things, that Ourimbah has
the right and option to sell all, but not less than all, of the
ordinary voting shares of Durable owned by Ourimbah to PPC if:
(1) Ourimbah receives notice from PPC that a change in the
beneficial ownership of at least 18% of the Company's outstanding
Common Stock is imminent, (2) such change in ownership could, in
the opinion of a majority of the members of the Board of
Directors of PPC, result in a diminution of the compensation,
responsibilities or position of any member of the Company's
management such that a member of the Company's management could
not in good faith continue to fulfill responsibilities for which
he or she is employed, and (3) such change in ownership would not
be the result of any bulk transfer of the shares of Common Stock
owned by any member of the Company's management. In such case,
PPC is obligated to purchase all of the ordinary voting shares of
Durable owned by Ourimbah at a price equal to the greater of:
(1) the same multiple of earnings per share of Durable as the
highest multiple of earnings per share paid for control of the
Company, or (ii) the same multiple of net asset value per share
of Durable as the highest multiple of price per net asset value
per share paid for control of the Company, provided that,
subsequent to the exercise of the option by Ourimbah, the
Company and PPC would then own at least 95% of the outstanding
ordinary voting shares of Durable.
Reference is made to "Executive Compensation - Compensation
Committee Interlocks and Insider Participation" for a discussion
of the relationship between Felix Sabates, Top Sales and the
Company.
RATIFICATION OF THE REAPPOINTMENT
OF THE COMPANY'S AUDITOR
The Board of Directors recommends that the appointment of
Grant Thornton, independent certified public accountants, as the
Company's auditors for the fiscal year ending December 31, 1994,
be ratified by the Company's shareholders. Grant Thornton has
audited the books and records of the Company since 1976.
Although the appointment of Grant Thornton as independent
auditors of the Company does not require ratification, the Board
of Directors considers it appropriate to obtain such
ratification. Accordingly, the vote of shareholders on this
matter is advisory in nature and has no binding effect upon the
Board of Directors' appointment of Grant Thornton. A
representative of Grant Thornton is expected to be present at the
Annual Meeting to make a statement, if he desires to do so, and
to respond to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of
Directors of the Company knows of no other business to be
presented at the Company's 1994 Annual Meeting of Shareholders.
If any other business should properly come before the Company's
1994 Annual Meeting of Shareholders, the persons named in the
accompanying proxy will vote thereon as in their discretion they
may deem appropriate, unless they are directed by a proxy to do
otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and
Exchange Commission, proposals of shareholders intended to be
presented at the Company's 1995 Annual Meeting of Shareholders
must be received in writing by the Company's Secretary at the
Company's principal executive offices not later than December 5,
1994 in order to be included in the Company's Proxy Statement and
form of Proxy relating to that Annual Meeting.
Jerald I. Rosen, Secretary
Miami Lakes, Florida
April 11, 1994
