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) March 6, 1995
WINDMERE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 1-10177 59-1028301
(State or Other (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
5980 Miami Lakes Drive, Miami Lakes, Florida 33014
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(305) 362-2611
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On March 6, 1995, Windmere Corporation (the "Registrant")
issued a press release announcing the decision of its Board of
Directors to adopt a Common Stock Purchase Rights Plan.
Reference is made to the press release filed as Exhibit 4.1
hereto. The information set forth in Exhibit 4.1 is hereby
incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
The following is annexed as an Exhibit:
Exhibit
Number Description
4.1 Press release, dated March 6, 1995, announcing the
Registrant's adoption of a Common Stock Purchase Rights
Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
WINDMERE CORPORATION
Date: March 7, 1995 By: /s/ David M. Friedson
David M. Friedson, President
and Chief Executive Officer
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
Number Exhibit Description Page
4.1 Press release, dated March 6,
1995, announcing the Registrant's
adoption of a Common Stock Purchase
Rights Plan
</TABLE>
FOR IMMEDIATE RELEASE
Contact: John A. Heinlein, Treasurer
(305) 362-2611
WINDMERE CORPORATION ADOPTS COMMON STOCK
PURCHASE RIGHTS PLAN
Miami Lakes, Florida (March 6, 1995)--The Board of Directors of
Windmere Corporation (NYSE:WND) has adopted a Common Stock Purchase
Rights Plan. David M. Friedson, President and Chief Executive
Officer, stated that, "The Plan is designed to provide Windmere's
Board with negotiating leverage in dealing with a potential
acquiror, to guard against unfair or coercive takeover tactics and
to prevent an acquiror from gaining control of Windmere without
offering a fair price to all shareholders. The Plan is not
intended to prevent a takeover on terms beneficial to Windmere's
shareholders, but is designed to assure that all of Windmere's
shareholders receive fair treatment in the event of any takeover.
The Rights are not being distributed in response to any specific
effort to acquire control of Windmere and the Board is not aware of
any such effort."
The Plan entails a dividend of one Right for each outstanding share
of Windmere's common stock. Each Right will entitle the holder to
purchase one-quarter (1/4) of one share of common stock at an
exercise price of $25.00 per full share, under certain
circumstances. The Rights will be represented by, and trade with,
the certificates for common stock until exercisable and will not
entitle the holder to any additional voting or other rights until
such time. The Rights will not be exercisable until ten days
following a public announcement that a person or group has acquired
15% of Windmere's common stock or until ten business days after a
person or group begins a tender offer which would result in the
ownership of 15% of Windmere's common stock, which threshold may be
reduced by the Board to 10% under certain circumstances.
In the event that an acquiror becomes a 15% shareholder (10% under
certain circumstances), the Rights "flip in" and become rights to
buy Windmere common stock at a 50% discount, and Rights owned by
the 15% (or 10%) shareholder become void. In the event that
Windmere is merged and its common stock is exchanged or converted
or if 50% or more of Windmere's assets or earning power is sold or
transferred, the Rights "flip over" and entitle the holders to buy
shares of the acquiror's common stock at a 50% discount. A tender
or exchange offer for all outstanding shares of Windmere's common
stock at a price and on terms determined to be fair and otherwise
in the best interests of Windmere and its shareholders by a
majority of Windmere's independent directors will not trigger
either the flip-in or flip-over provisions. After the Rights
become exercisable, but before the acquiring person or group
acquires 50% or more of Windmere's common stock, the Board may
exchange the Rights for Windmere's common stock at an exchange
ratio of 1.56 shares of common stock per Right.
The Rights may be redeemed by Windmere for $.00001 per Right at any
time until 10 days following the first public announcement that a
person or group has acquired beneficial ownership of 15% (10% under
certain circumstances) of Windmere's common stock. The Rights
extend for 10 years and will expire on March 6, 2005. The
distribution of the Rights will be made to shareholders of record
on March 1, 1995.
Windmere Corporation is a leading manufacturer and distributor of
personal care products and other merchandise for the home and
professional salons. Windmere's products include hair dryers,
curling irons, kitchen electric appliances and electric oscillating
fans.
