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:
[x] Preliminary proxy statement
[ ] 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 14, 1996
________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
(the "Annual Meeting") 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 14, 1996,
at 10:00 a.m. local time, for the following purposes:
1. To elect four members to Class III of the Company's Board
of Directors, to serve until the 1999 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified;
2. To consider and vote upon a proposal to approve an
amendment to the Company's Articles of Incorporation to change the
Company's corporate name to "Windmere-Durable Holdings, Inc.";
3. To consider and vote upon a proposal from Alan R. Hart,
a shareholder of the Company;
4. To ratify the reappointment of Grant Thornton,
independent certified public accountants, as the Company's auditors
for the fiscal year ending December 31, 1996; and
5. 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 22, 1996 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 19, 1996
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.
1996 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 1996 Annual Meeting of Shareholders of the
Company to be held on Tuesday, May 14, 1996, or at any
adjournment(s) thereof (the "Annual Meeting"), pursuant to the
attached 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 19, 1996. Shareholders should
review the information provided herein in conjunction with the
Company's 1995 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 form of 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 is using 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 four members to Class III of the
Company's Board of Directors to serve until the 1999
Annual Meeting of Shareholders or until their successors
are duly elected and qualified;
(2) To consider and vote upon a proposal to approve an
amendment to the Company's Articles of Incorporation to
change the Company's corporate name to "Windmere-Durable
Holdings, Inc.";
(3) To consider and vote upon a proposal from Alan R. Hart,
a shareholder of the Company;
(4) The ratification of the reappointment of Grant Thornton,
independent certified public accountants, as the
Company's auditors for the fiscal year ending December
31, 1996; and
(5) 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 four nominees for director named below; (b) for the
change in Company name to "Windmere-Durable Holdings, Inc.," (c)
against the proposal from Alan R. Hart, a shareholder of the
Company and (d) 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
22, 1996 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 16,428,124
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, 1995, (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.
Common Stock
Beneficially Owned (2)
Name and Address of Beneficial Owner(1) Shares Percent
Belvin Friedson. . . . . . . . . 455,679 (3) 2.8
Jerald I. Rosen. . . . . . . . . 48,000 (4) *
Bert Sager . . . . . . . . . . . 78,000 (5) *
Harold Strauss . . . . . . . . . 39,604 (6) *
Leonard Glazer . . . . . . . . . 24,052 (7) *
David M. Friedson. . . . . . . . 1,005,772 (8) 5.8
Barbara Friedson Garrett . . . . 241,705 (9) 1.5
Lai Kin. . . . . . . . . . . . . 1,748,000 (10) 10.6
Felix S. Sabates . . . . . . . . 36,500 (11) *
Arnold Thaler . . . . . . . . . 107,339 (12) *
Raymond So.. . . . . . . . . . . 46,500 (13) *
Susan J. Ganz. . . . . . . . . . 400 *
Thomas J. Kane . . . . . . . . . 25,000 (14) *
Desmond Lai. . . . . . . . . . . 13,000 (15) *
Ourimbah Investments, Limited. . 1,739,000 (16) 10.6
Heartland Advisors, Inc. . . . . 1,033,500 (17) 6.3
Franklin Resources, Inc. . . . . 1,419,150 (18) 8.6
Rockefeller & Co., Inc.. . . . . 878,700 (19) 5.3
All directors and executive officers
as a group (19 persons). . . . 4,103,573 (3)-(15) 22.9
____________________
* 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. A person is
deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the Record Date
upon the exercise of options.
(3) Includes the ownership of options to purchase 48,000 shares of
Common Stock that are exercisable within 60 days from the
Record Date. Mr. Friedson disclaims the beneficial ownership
of any shares owned by his wife or his children.
(4) Represents the ownership of options to purchase 48,000 shares
of Common Stock that are exercisable within 60 days from the
Record Date. Does not include 15,000 shares owned by the wife
of Jerald I. Rosen, as to which shares Mr. Rosen disclaims
beneficial ownership.
(5) Includes the ownership of options to purchase 48,000 shares of
Common Stock that are exercisable within 60 days from the
Record Date. Does not include 424,633 shares owned by the
wife of Mr. Sager, as to which shares Mr. Sager disclaims
beneficial ownership.
(6) Includes the ownership of options to purchase 34,500 shares of
Common Stock that are exercisable within 60 days from the
Record Date.
(7) Includes the ownership of options to purchase 24,000 shares of
Common Stock that are exercisable within 60 days from the
Record Date.
(8) Includes the ownership of options to purchase 769,500 shares
of Common Stock that are exercisable within 60 days from the
Record Date. Mr. Friedson disclaims the beneficial ownership
of any Common Stock owned by his siblings, Belvin Friedson or
his wife.
(9) Includes the ownership of options to purchase 163,500 shares
of Common Stock that are exercisable within 60 days from the
Record Date. Ms. Garrett disclaims the beneficial ownership
of any Common Stock owned by her siblings, Belvin Friedson or
his wife.
(10) Represents options to purchase 9,000 shares of Common Stock
that are exercisable within 60 days from the Record Date and
1,739,000 shares owned by Ourimbah Investments, Limited, of
which Mr. Lai Kin is Managing Director. Mr. Lai Kin disclaims
the ownership of any Common Stock owned by his wife or his
children.
(11) Represents the ownership of options to purchase 1,500 shares
of Common Stock that are exercisable within 60 days from the
Record Date and options to purchase 35,000 shares of Common
Stock that are exercisable within 60 days from the Record Date
and owned by Top Sales Company, Inc.
(12) Includes the ownership of options to purchase 89,000 shares of
Common Stock that are exercisable within 60 days from the
Record Date.
(13) Includes the ownership of options to purchase 25,000 shares of
Common Stock that are exercisable within 60 days from the
Record Date.
(14) Represents options to purchase 25,000 shares of Common Stock
that are exercisable within 60 days from the Record Date.
(15) Represents options to purchase 13,000 shares of Common Stock
that are exercisable within 60 days from the Record Date. Mr.
Lai disclaims the beneficial ownership of the shares of Common
Stock held by his siblings, his wife or Mr. or Mrs. Lai Kin.
(16) The address of Ourimbah Investments, Limited is 1F, Efficiency
House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.
(17) The address of Heartland Advisors, Inc. is 790 North Milwaukee
Street, Milwaukee, Wisconsin 53202.
(18) The address of Franklin Resources, Inc. is 777 Mariners Island
Boulevard, San Mateo, California 94404.
(19) The address of Rockefeller & Co., Inc. is 30 Rockefeller
Plaza, New York, New York 10112.
EXECUTIVE OFFICERS
In February 1996, the Company implemented a new corporate and
management structure which is designed to streamline current
operations and facilitate the development of new businesses. Under
this plan, the Company has integrated its sales, marketing,
manufacturing and product development processes. The Company now
serves as a holding company and all business units are being
combined under a new subsidiary of the Company, with a restructured
executive management team. Certain executive officers of the
Company have assumed new and/or additional roles and have new
titles as part of such restructuring as reflected below.
The following table sets forth information with respect to the
executive officers of the Company:
Name Age Office
Belvin Friedson 71 Chairman Emeritus of the Board of
Directors
David M. Friedson 40 Chairman of the Board, President and
Chief Executive Officer
Arnold Thaler 57 Senior Vice President
Barbara Friedson
Garrett 43 Senior Vice President
Harry D. Schulman 44 Senior Vice President
Burton A. Honig 58 Vice President - Finance
Robert W. Gorman 52 Vice President - Professional
Products
David W. O'Neill 49 President, Windmere Consumer
Products, Inc.
Jerald I. Rosen 68 Secretary
Lai Kin 65 Chairman of Durable
Raymond So 46 Senior Vice President and Managing
Director of Durable
Robert J. Weaver 47 Vice President - Sales and Marketing
- Consumer Products
BELVIN FRIEDSON founded the Company and is currently Chairman
Emeritus of the Board of Directors and a consultant to the Company.
Mr. Friedson was Chairman of the Board from 1963 to January 1996.
From 1963 to January 1987, Mr. Friedson also served as Chief
Executive Officer of the Company and from 1963 to January 1985, he
served as President of the Company.
DAVID M. FRIEDSON has served as Chairman of the Board of the
Company since April 1996, Chief Executive Officer of the Company
since January 1987 and as President of the Company since January 1985.
From June 1976 to January 1985, Mr. Friedson held various other
management positions with the Company.
ARNOLD THALER has served as a Senior Vice President of the
Company since February 1996 and 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.
BARBARA FRIEDSON GARRETT has served as Senior Vice President
of the Company since February, 1996 and has served as 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.
HARRY D. SCHULMAN has served as Senior Vice President of the
Company since February 1996 and 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.
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.
LAI KIN has been Chairman of Durable Electrical Metal Factory,
Ltd. ("Durable"), a 100%-owned subsidiary of the Company, since
1995. From 1973 to 1995, Mr. Lai was Managing Director of Durable.
In addition, Mr. Lai Kin has been Managing Director of Ourimbah
Investment, Limited ("Ourimbah"), a holding and investment company,
since 1989.
RAYMOND SO has served as a Senior Vice President of the
Company since February 1996 and has been Managing Director of
Durable since February 1996. Prior to his current positions and
beginning in 1986, Mr. So held various senior executive management
positions with Durable.
ROBERT J. WEAVER has served as Vice President-Sales and
Marketing-Consumer Products since September 1995. Prior to his
service with the Company, Mr. Weaver served as National Accounts
Manager for Helen of Troy Corp. from February 1993 to September
1995, and served as a Regional General Manager for Hamilton-
Beach/Proctor-Silex Corp. from September 1987 to February 1993.
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, and Desmond Lai is the son of Lai Kin.
Executive officers serve at the pleasure of the Board of
Directors, except as otherwise provided below. See "Executive
Officers--Certain Agreements."
ELECTION OF DIRECTORS
The Board of Directors of the Company is presently composed of
four Class I directors, five 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, four directors, David
M. Friedson, Jerald I. Rosen, Bert Sager and Desmond Lai are to be
nominated for election to Class III of the Board of Directors, to
serve until the 1999 Annual Meeting of Shareholders or until their
respective successors are duly elected and qualified.
Other than Mr. Lai, 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 Board of Directors of the Company has appointed Arnold
Thaler as a Director in Class II of the Board of Directors and
Susan J. Ganz and Thomas J. Kane as Directors in Class I of the
Board of Directors to fill vacancies in such classes, in accordance
with the Company's By-laws. Such persons will serve as members of
the Board until the expiration of the respective terms of the
directors of the classes on which they are serving or until their
respective successors are duly elected and qualified. Effective
March 1996 and December 1995, respectively, Belvin Friedson and R.
Erwin Fischer resigned from the Board of Directors of the Company.
David M. Friedson, Barbara Friedson Garrett, Lai Kin, Raymond
So, Arnold Thaler and Jerald I. Rosen, each of whom is an executive
officer of the Company, are also directors of the Company.
Reference is made to the description of the business experience of
such individuals set forth above under "Executive Officers," which
is incorporated herein by reference.
The following table sets forth certain information regarding
each director and nominee for director:
[CAPTION]
<TABLE>
<S><C> <C> <C>
POSITION WITH DIRECTOR
NAME AGE THE COMPANY SINCE
NOMINEES FOR ELECTION TO CLASS III OF THE BOARD
CLASS III DIRECTORS
David M. Friedson 40 Chairman of the 1982
Board, President
and Chief
Executive Officer
Jerald I. Rosen 68 Director and
Secretary 1963
Bert Sager 70 Director 1963
Desmond Lai 31 Nominee for N/A
Director and
Director of
Durable
CONTINUING MEMBERS OF THE BOARD
CLASS I DIRECTORS
Barbara Friedson
Garrett 43 Director and 1984
Senior Vice
President
Felix S. Sabates 54 Director 1991
Susan J. Ganz 36 Director N/A
Thomas J. Kane 54 Director N/A
CLASS II DIRECTORS
Leonard Glazer 73 Director 1979
Harold Strauss 73 Director 1972
Lai Kin 66 Director and
Chairman of
Durable 1989
Raymond So 46 Director and 1995
Senior Vice
President
Arnold Thaler 57 Director and N/A
Senior Vice
President
</TABLE>
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.
FELIX S. SABATES has been Chief Executive Officer of Top Sales
Company, Inc., an independent sales representative, since January
1965.
SUSAN J. GANZ has served as President and Chief Executive
Officer of each of Lion Brothers Co., Inc., a manufacturer of
embroidered emblems and material, and Chesapeake Cap Company, Inc.,
a manufacturer of hats, for more than the last five years.
THOMAS J. KANE has served as President of T.J.K. Sales, Inc.,
an independent sales representative, since he founded such company
in 1978.
DESMOND LAI has served as a Director of Durable since March
1993 and has held various other senior management positions with
Durable for more than the last five years.
The Board of Directors held seven meetings during 1995. All
of the Company's directors other than Mr. Raymond So 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.
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. 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 1995.
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 1995, 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. 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 did not meet in 1995, and the functions
which in the past have been performed by such committee were
performed by the Company's Board of Directors. Members of the
Company's Board of Directors did not vote with respect to matters
affecting their individual compensation.
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, four 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. Cash bonuses
of between one and three months' base salaries were paid to almost
all 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.
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 1995.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Compensation
Committee considered a number of factors in determining the
compensation to be paid to the Company's Chief Executive Officer,
including levels generally paid to executives in the Company's
industry, the Company's performance to date, the Chief Executive
Officer's contribution to the Company's development and the
Company's short- and long-term prospects.
Members of the Compensation Committee are Jerald I. Rosen
(Chairman), 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, 1995, 1994 and 1993 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 during 1995.
The CEO and such other executive officers are sometimes referred to
herein as the "Named Executive Officers."
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C>
Long
Annual Term
Compen- Compen-
sation sation
(1) Number All
Name and of Other
Principal Fiscal Options Compen-
Position Year Salary Bonus Granted(2) sation
David M. 1995 $745,028 $ 0 1,500 $2,357(3)
Friedson 1994 $689,572 $161,000 376,500 $2,357
Chairman, 1993 $626,051 $146,538 1,500 $2,231
President
and Chief
Executive
Officer
Arnold Thaler 1995 $273,634 $ 0 -0- $3,575(4)
Senior Vice 1994 $253,773 $ 60,162 100,000 $3,575
President 1993 $245,399 $ 54,962 -0- $2,231
Barbara 1995 $263,816 $ 0 1,500 $2,357(5)
Friedson 1994 $243,607 $ 58,125 101,500 $2,357
Garrett 1993 $236,544 $ 52,876 1,500 $2,357
Senior Vice
President
Lai Kin 1995 $359,444 $ 0 1,500 $ 0
Chairman of 1994 $355,304 $ 0 1,500 $ 0
Durable 1993 $326,520 $ 0 1,500 $ 0
Belvin 1995 $370,910 $ 0 1,500 $7,896(6)
Friedson 1994 $314,990 $ 0 1,500 $7,896
Chairman 1993 $314,990 $ 0 1,500 $4,410
Emeritus
and
Consultant
</TABLE>
_________________________
(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
$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.
(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 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 1995 to
each of the Named Executive Officers. The Company did not grant
any stock appreciation rights in 1995.
[CAPTION]
<TABLE>
<S> <C> <C> <C>
Individual Option Grants in 1995
% of Total
Options
Number of Granted to Exercise
Options Employees Price
Name Granted in 1995 Per Share
David M. Friedson 1,500(1) 1.4% $8.5625
Arnold Thaler -- -- --
Barbara Friedson
Garrett 1,500(1) 1.4% $8.5625
Lai Kin 1,500(1) 1.4% $8.5625
Belvin Friedson 1,500(1) 1.4% $8.5625
(continued)
<S> <C> <C>
Alternative
Expiration Grant Date
Name Date Value(2)
David M. Friedson 5/31/06 $4,734
Arnold Thaler -- --
Barbara Friedson Garrett 5/31/06 $4,734
Lai Kin 5/31/06 $4,734
Belvin Friedson 5/31/06 $4,734
</TABLE>
_________________________
(1) The options were granted pursuant to the Company's 1988
Director Option Plan on June 1, 1995.
(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 yields. 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 1995.
[CAPTION]
<TABLE>
<S> <C> <C>
Shares
Acquired Value
Name on Exercise Realized
David M. Friedson -- --
Arnold Thaler -- --
Barbara Friedson Garrett -- --
Lai Kin -- --
Belvin Friedson -- --
(continued)
<S> <C> <C>
Number of Value of
Unexercised Unexercised
Options at In-the-Money
1995 Fiscal Options at
Year-End 1995 Fiscal
Exercisable (E) Year-End(1)
Name Unexercisable (U) Exercisable (E)
David M. Friedson 419,500 (E) $ 204,118 (E)
1,500 (U) $ 0 (U)
Arnold Thaler 89,000 (E) $ 164,875 (E)
60,000 (U) $ 7,500 (U)
Barbara Friedson Garrett 163,500 (E) $ 430,868 (E)
61,500 (U) $ 7,500 (U)
Lai Kin 9,000 (E) $ 19,680 (E)
1,500 (U) $ 0 (U)
Belvin Friedson 48,000 (E) $ 170,805 (E)
1,500 (U) $ 0 (U)
</TABLE>
______________________
(1) Based on the closing price of the Company's Common Stock on
the New York Stock Exchange on December 31, 1995, which was
$7.13.
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
Windmere Corporation, Peer Group and S&P 500
December 31, 1990-December 31,1995
Dec. 1990= $100
Measurement Period
(Fiscal Year) Windmere Peer Group S&P 500
1990 $100 $100 $100
1991 $174 $196 $130
1992 $220 $160 $140
1993 $325 $134 $154
1994 $329 $121 $156
1995 $310 $131 $215
* Peer companies include National Presto Industries Inc., Royal
Appliance Manufacturing Co., Helen of Troy Corp., Toastmaster
Inc. and Rival Co.
NOTE: Assumes that $100 was invested on December 31, 1990 in
Windmere's Common Stock, the S&P 500 and the Peer Group
and that dividends of each are reinvested quarterly.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The Compensation Committee of the Board of Directors consists of
Jerald I. Rosen, Bert Sager and Felix S. Sabates. Mr. Rosen serves
as Secretary of the Company, although he is not compensated for his
services in such capacity. Mr. Sager is an independent director of
the Company, and is neither an officer of the Company nor
affiliated with any principal shareholder of the Company. 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 1995, the Company
paid Top Sales $556,400 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
1995, non-employee directors of the Company received $1,500 per
month for service on the Board of Directors and $750 for each Board
of Directors' meeting attended and 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 another officer of the Company,
options to purchase an aggregate of 375,000 shares of Common Stock
may be issued to the directors of the Company. The Director Plan
provides 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:
[CAPTION]
<TABLE>
<S> <C>
number of completed years of service on
1,500 X the Company's Board + 1,500 = number of option shares
of Directors through June 1,
1988
</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 1995, an automatic grant of 1,500 shares was made to
each of the Company's directors.
EMPLOYMENT CONTRACTS.
The Company 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, 1995, was $748,800, 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 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 is
retained by the Company to serve as an advisor and consultant to
the Company for perpetual one-year periods unless four years'
written notice not to extend is provided by the Company or Mr.
Friedson (the "Advisory Period"). As of December 31, 1995, Mr.
Friedson's annual compensation was $379,080, 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 entered into employment agreements with Arnold
Thaler and Barbara Friedson Garrett (collectively, the
"Employees"). These agreements, as amended from time to time,
provide, among other things, for the employment of Mr. Thaler and
Ms. Garrett 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, 1995, was $274,976 for Mr.
Thaler and $265,200 for Ms. Garrett, 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 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.
In April 1994, in connection with the purchase by the Company
of 20% of the outstanding shares of capital stock of Durable, which
resulted in Durable becoming a wholly-owned subsidiary of the
Company, the Company agreed, upon a Change of Control of the
Company (as defined in said agreement), to make an additional
payment to Ourimbah in respect of shares of Durable being purchased
under such agreement equal to the greater of (i) the same multiple
of earnings per share paid for the shares of Common Stock of the
Company received in connection with such Change of Control or (ii)
the same multiple of net asset value per share paid for the shares
of Common Stock of the Company received in connection with such
Change of Control. In addition, the Company agreed to use its best
efforts to recommend to the shareholders and directors of the
Company that two individuals to be nominated by Mr. Lai and deemed
suitable by the Company be appointed as members of the Company's
Board of Directors. The Company further agreed that the
composition of Durable's Board of Directors shall initially remain
equally divided between each of the present designees of Ourimbah
and persons selected by the Company. Accordingly, for so long as
such designees of Ourimbah who are present members of the Board of
Directors of Durable (the "Durable Board"): (i) remains a
shareholder of Ourimbah, and (ii) Ourimbah remains a shareholder of
the Company, the Company shall vote its shares of Durable to
appoint such designees of Ourimbah to the Durable Board. When any
member of the Durable Board who has been designated by Ourimbah
ceases to be a shareholder of Ourimbah, such designee shall no
longer be entitled to serve on the Durable Board, and the Company
shall have the right to designate a replacement member to the
Durable Board in its sole discretion.
During 1995, the Company made a series of personal loans
bearing interest at prevailing market rates to David M. Friedson,
the Company's Chairman of the Board, President and Chief Executive
Officer. As of March 29, 1996, the balance of such loans was
$851,498.
In 1986, the Company made a non-interest bearing loan of
$78,000 to Mr. Lai, a Director of the Company. Such loan was
outstanding as of the date of this Proxy Statement.
In December 1991, the Company loaned $300,000 to Lion Redcliff
Import and Export, Ltd., a company owned 50% by the Company and 50%
by Lion Brothers Co., Inc., of which Ms. Susan J. Ganz, a Director
of the Company, is President and Chief Executive Officer. At
present, such obligation bears a prime rate of interest. The
principal amount is payable in 30 monthly installments of $10,000
commencing May 1996.
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.
PROPOSAL TO APPROVE CHANGE OF CORPORATE NAME
The Board of Directors of the Company has unanimously adopted
a resolution setting forth an amendment to Article I of the
Company's Articles of Incorporation. If approved by the
shareholders, the amendment will be effective when filed with the
Department of State of Florida and will amend Article I of the
Company's Articles of Incorporation to read as follows:
"The name of the corporation shall be Windmere-Durable Holdings,
Inc."
Since the founding of the Company in 1963, the Company's name
has changed two times as its business has evolved. This proposed
name change reflects the next phase of growth in the Company's
development.
In February 1996, the Company implemented a new corporate and
management structure which is designed to streamline current
operations and facilitate the development of new businesses. Under
this plan, the Company has integrated its sales, marketing,
manufacturing and product development processes. The Company now
serves as a holding company and all business units will be operated
as subsidiaries of the Company which now operates with a restructured
executive management team.
The Board of Directors of the Company believes it would be in
the best interests of the Company to adopt a name that reflects the
above-described corporate reorganization. Specifically, the Board
of Directors believes the Company should adopt the name "Windmere-
Durable Holdings, Inc."
If the proposed amendment is approved by the shareholders at
the Annual Meeting, the trading symbols for the Common Stock on the
New York Stock Exchange will not be changed. Stock certificates
representing the Company's Common Stock issued prior to the
effective date of the change in corporate name to "Windmere-Durable
Holdings, Inc." will continue to represent the same number of
shares, remain authentic and will not be required to be returned to
the Company or its transfer agent for reissuance. New stock
certificates issued upon transfer of shares of Common Stock after
the name change will bear the name "WINDMERE-DURABLE HOLDINGS,
INC." Delivery of existing stock certificates will continue to be
accepted in a sale transaction made by a shareholder after the
corporate name is changed.
The Company's cost of effecting the name change will not be
material. The public announcement of the change of the corporate
name will consist principally of announcements placed in the
business and financial press. The Company does not plan to conduct
a full-scale corporate advertising campaign regarding the name
change.
The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented at the Annual Meeting
and entitled to vote, voting together, will be required for
approval of the change of the Company's corporate name to
"Windmere-Durable Holdings, Inc."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE
THE COMPANY'S CORPORATE NAME TO "WINDMERE-DURABLE HOLDINGS, INC."
SHAREHOLDER PROPOSAL
Mr. Allen R. Hart, 2501 Marlboro Road, Cleveland Heights, Ohio
44118, has informed the Company that he plans to present the
following proposal at the Annual Meeting:
The shareholders of the Company request that the
board of directors immediately appoint an independent
committee of non-employee directors to engage the
services of a nationally recognized investment banking
firm to explore all methods by which the Company may
enhance shareholder value, including but not limited to
a business combination (whether by merger, consolidation
or sale of all substantial Company's assets) in which the
Company would be acquired by a third party.
Mr. Hart's statement in support of the resolution is as follows:
"During the past 6 years the performance of the
Company's common stock has been poor. A review of the
Company's 1994 Annual Report to Shareholders and Proxy
Statement dated April 13, 1995, indicate that over the
last 6 years, the performance of the Company's common
stock has averaged approximately 18% less than the
Company's self-identified peer group (National Presto,
Royal Appliance, Helen of Troy, Toastmaster and Rival
Company), and 36% less than the S&P 500 index. Moreover,
as of December 5, 1995, the closing sale price of the
Company's common stock was approximately 62% of the
Company's per share book value (as calculated from the
information set forth in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995).
The common stock of the Company's primary competitors
generally trade at one and a half times book value and
the S&P 500 index as a whole is trading at nearly 3.6
times book value. In addition, since 1989, the Company
has earned a lower return on equity and has had a lower
net profit margin than its industry competitors.
Although in the short term, external factors could
adversely impact financial performance and, thereby,
stock price performance, the Company's poor performance
has existed since 1989. The only logical conclusion from
this long-term situation is that the Company's existing
management is incapable of successfully managing the
Company's existing businesses.
Over the last 6 years, management of the Company has
had more that enough time and opportunity to take
whatever steps were necessary to enhance shareholder
value. It has been unable to do so and the results have
been continued poor financial and stock price
performance. Therefore, the value of the Company can
only be enhanced if the shareholder resolution set forth
above is implemented, the result of which should be to
enable all Company shareholders to realize appropriate
value from the ownership of the Company."
STATEMENT OF THE BOARD AGAINST THE PROPOSAL
The Board of Directors of the Company reviews on a regular
basis strategic alternatives and opportunities available to it,
remains committed to maximizing value for stockholders and will
pursue whichever course of action that will, in the Board's
judgment, best achieve that objective. As a result, adoption of
the proposal submitted by Mr. Hart (the "Proposal") is not
necessary. The Board also believes that shareholder value will not
be enhanced by adoption of the Proposal, but rather, that it could
seriously prejudice shareholders' financial interests.
The Board regularly seeks to enhance shareholder value through
internal growth, acquisitions of businesses which are complimentary
to the Company's business and other strategic agreements and
alliances. During the past three months, the Company has entered
into agreements for two significant transactions designed to
achieve corporate growth and increased profitability. In February
1996, the Company entered into an agreement to acquire fifty
percent (50%) of the common stock of Salton/Maxim Housewares, Inc.
("Salton/Maxim"), a public company engaged in the business of
designing and marketing small kitchen appliances, clocks and
personal and beauty care appliances. The closing of this
transaction is subject to the satisfaction of certain conditions.
Salton/Maxim had net sales of approximately $77 million during its
fiscal year ended July 1, 1995, and net sales of approximately
$59.6 million for the 26 weeks ended December 31, 1995. In March
1996, the Company acquired an exclusive worldwide license to an
automated, computer-controlled infrared cat litter raking and
cleaning system which is currently being marketed under the name
"Litter-MaidR." The Board of Directors believes that both of these
transactions afford the Company with significant opportunities for
continued growth and enhanced profitability. Finally, in February
1996, as described in this Proxy Statement, the Company implemented
a new corporate and management structure which is designed to
streamline current operations and facilitate the development of new
business. Under this plan, the Company will integrate its sales,
manufacturing and product development processes. All business
units will be combined under a new holding company, with a
restructured management team.
The Board believes that the intent of the Proposal is to force
the Board to sell the Company to a third party as soon as possible.
In the Board's opinion, Allen Hart, the proponent of the Proposal,
has consistently evidenced his desire to obtain a short-term profit
from the sale of his shares of the Company's common stock, without
regard to the long-term interests of the Company or the other
shareholders. For example, Mr. Hart has communicated his
dissatisfaction with the Company's stock performance directly with
members of the media, including THE WALL STREET JOURNAL, which had
the effect of injuring the Company's competitive position and
causing concern by the Company's customers and employees due to a
perception that the Company would be sold. Moreover, Mr. Hart has
failed to note in the Proposal certain of the Company's
accomplishments over the past five years. For example, as
indicated in the performance graph set forth on page 13 of this
Proxy Statement, during the period from December 31, 1990 through
December 31, 1995, the Company's common stock performed better than
both the S&P 500 index and the Company's peer group. During this
period, the Company's debt-to-equity percentage decreased from
52.9% to 2.2%, its current ratio increased from 4.8:1 to 7.5:1, the
Company's book value per share increased from $7.25 to
$9.87 and the Company's Stockholders' equity increased from
$110.7 million to $164.9 million. The Board believes all of these
accomplishments have resulted in enhanced shareholder value, and
welcomes viable suggestions from all of the Company's shareholders
to further enhance shareholder value. However, it is the Board,
and not any particular shareholder, with whom the ultimate
responsibility rests to determine the development and execution of
the Company's short-term and long-term business strategy, including
the period for the achievement of corporate goals, and to conduct
the Company's business and affairs. The Board of Directors,
therefore, views the Proposal as a tactic intended to pressure the
Board into abandoning its fiduciary duties by placing the Company
"in play" now without evaluating other strategic alternatives that
could yield better results in the long-term.
The Board also believes that adoption of the Proposal would
not increase shareholder value and could seriously prejudice
shareholders' financial interests. Although the Proposal only
requests certain action by the Board and does not obligate the
Board to take any action, the Board believes that an announcement
that the Proposal has been adopted and that the Company's
shareholders wish the Company to be sold could severely damage the
Company's long-term relationships with its principal customers, and
could have an adverse impact on the Company's ability to
effectively compete in the short-and-long-term, resulting in a
possible decline in revenues and a corresponding decline in
shareholder value.
The Board of Directors also views the Proposal as constituting
an unjustified attempt to exert a controlling influence over the
management and policies of the Company in order to meet Mr. Hart's
short-term investment objectives.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE
PROPOSAL.
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, 1996, 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 1996 Annual Meeting of Shareholders. If any other
business should properly come before the Company's 1996 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 1997 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 20, 1996 in
order to be included in the Company's Proxy Statement and form of
Proxy relating to that Annual Meeting.
By Order of the Board of Directors
Jerald I. Rosen, Secretary
Miami Lakes, Florida
April 19, 1996
[X] Please mark your
votes as in this
example
Nominees: David M. Friedson
Jerald I. Rosen
Bert Sager
Desmond Lai
1. Election of Directors FOR [ ] WITHHELD [ ]
For, except vote withheld from the following nominee(s)
_____________________________________
2. Change of the Company's name to Windmere-Durable Holdings,
Inc.
3. To consider and vote upon a proposal from Alan R. Hart, a
shareholder of the Company.
4. Recertification of the appointment of auditors
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The undersigned hereby acknowledges receipt of a
Notice of Annual Meeting of Shareholders of
Windmere Corporation called for May 9, 1995 and a
Proxy Statement for the Annual Meeting prior to
the approving of this proxy.
This Proxy when properly executed will be voted as
specified above. If no direction is made, this
Proxy will be voted "FOR" Proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.
SIGNATURE(S)_________________________________ DATE________________
NOTE: Please sign exactly as your name(s) appear(s) on this
Proxy. Joint Owners should each sign. When signing in a
representative capability, please give title.
WINDMERE CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Burton A. Honig and Joann
Ledbetter and each of them, each with full power of substitution,
proxies to vote at the Annual Meeting of Shareholders of Windmere
Corporation (the "Company") to be held at Don Shula's Hotel, Main
Street, Miami Lakes, Florida 33014, on May 14, 1996 at 10:00 a.m.,
local time, and at any adjournments thereof, hereby revoking any
proxies heretofore given, to vote all shares of common stock of the
Company held or owned by the undersigned as directed below, and in
their discretion upon such other matters as may come before the
meeting.
(TO BE SIGNED ON REVERSE SIDE)
