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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 19, 1998
WINDMERE-DURABLE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-10177 59-1028301
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
WINDMERE-DURABLE HOLDINGS, INC.
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
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ITEM 5. On May 19, 1998, Windmere-Durable Holdings, Inc. (the
"Company") and Salton-Maxim Housewares, Inc. ("Salton")
jointly announced that the Board of Directors of the Company
and a Special Committee of the Board of Directors of Salton
had approved the Stock Agreement which the two companies had
entered into on May 6, 1998. Pursuant to that agreement,
under certain terms and conditions, Salton has the right to
purchase the Company's approximate 50% equity interest in
Salton, and, if Salton fails to exercise or close its right
to purchase such interest, the Company has the right to
acquire the remaining equity interest which it does not own.
The joint press release of the Company and Salton dated May
19, 1998 is incorporated by reference to Exhibit 99.2 hereto.
The foregoing reference to the Stock Agreement is qualified in
its entirety by reference to the full text of such agreement,
a copy of which was filed as Exhibit 10.1 to the Company's
May 6, 1998 Form 8-K, and to a corrected form of Schedule I
to Exhibit A to such agreement, filed herewith as Exhibit
10.2.
EXHIBITS:
10.2 Corrected form of Schedule I to Exhibit A to the Stock Agreement dated
as of May 6, 1998 by and between the Company, Salton and certain
Salton Executive Related Parties (as defined therein).
99.2 Press Release dated May 19, 1998 jointly issued by the Company and
Salton.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WINDMERE-DURABLE HOLDINGS, INC.
Date: May 20, 1998 By: /s/ Harry D. Schulman
---------------------------------
Harry D. Schulman
Senior Vice President, Finance and
Administration
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EXHIBIT 10.2
SCHEDULE I
PRINCIPAL BALANCE
CANCELATION IN THE EVENT OF
No. PRIOR TO CANCELATION
------- ---------------- ------------------
1 11/1/98 168,708.35
2 12/1/98 337,979.05
3 1/1/99 507,814.00
4 2/1/99 678,215.06
5 3/1/99 849,184.12
6 4/1/99 1,020,723.08
7 5/1/99 1,192,833.84
8 6/1/99 1,365,518.30
9 7/1/99 1,538,778.37
10 8/1/99 1,712,615.98
11 9/1/99 1,887,033.05
12 10/1/99 2,062,031.50
13 11/1/99 2,237,613.29
14 12/1/99 2,413,780.35
15 1/1/00 2,590,534.63
16 2/1/00 2,767,878.09
17 3/1/00 2,945,812.70
18 4/1/00 3,124,340.42
19 5/1/00 3,303,463.23
20 6/1/00 3,483,183.12
21 7/1/00 3,663,502.08
22 8/1/00 3,844,422.10
23 9/1/00 4,025,945.19
24 10/1/00 4,208,073.35
25 11/1/00 4,390,808.61
26 12/1/00 4,574,152.98
27 1/1/01 4,758,108.51
28 2/1/01 4,942,677.22
29 3/1/01 5,127,861.15
30 4/1/01 5,313,662.37
31 5/1/01 5,500,082.93
32 6/1/01 5,687,124.88
33 7/1/01 5,874,790.31
34 8/1/01 6,063,081.29
35 9/1/01 6,251,999.91
36 10/1/01 6,441,548.26
37 11/1/01 6,631,728.43
38 12/1/01 6,822,542.54
39 1/1/02 7,013,992.69
40 2/1/02 7,206,081.02
41 3/1/02 7,398,809.63
42 4/1/02 7,592,180.68
43 5/1/02 7,786,196.29
44 6/1/02 7,980,858.63
45 7/1/02 8,176,169.84
46 8/1/02 8,372,132.08
47 9/1/02 8,568,747.54
48 10/1/02 8,766,018.37
49 11/1/02 8,963,946.78
50 12/1/02 9,162,534.95
51 1/1/03 9,361,785.08
52 2/1/03 9,561,699.38
53 3/1/03 9,762,280.06
54 4/1/03 9,963,529.34
55 5/1/03 10,165,449.46
56 6/1/03 10,368,042.62
57 7/1/03 10,571,311.11
58 8/1/03 10,775,257.16
59 9/1/03 10,979,883.03
60 10/1/03 11,185,190.99
61 11/1/03 11,391,183.31
62 12/1/03 11,597.862.27
63 1/1/04 11,805,230.15
64 2/1/04 12,013,289.27
65 3/1/04 12,222,041.91
66 4/1/04 12,431,490.40
67 5/1/04 12,641,637.05
68 6/1/04 12,852,484.18
69 7/1/04 13,064,034.14
70 8/1/04 15,000,000.00
71 9/1/04 15,000,000.00
72 10/1/04 15,000,000.00
73 11/1/04 15,000,000.00
74 12/1/04 15,000,000.00
75 1/1/05 15,000,000.00
76 2/1/05 15,000,000.00
77 3/1/05 15,000,000.00
78 4/1/05 15,000,000.00
Assumes note is issued 10/1/1998. If the
note is issued before or after such date
then the schedule of reductions due to
Kmart cancelation will have to be adjusted
to reflect a different number of monthly
periods prior to July 1, 2004.
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EXHIBIT 99.2
PREVIOUSLY ANNOUNCED STOCK AGREEMENT
APPROVED BY WINDMERE-DURABLE HOLDINGS' BOARD
AND SALTON/MAXIM HOUSEWARES' SPECIAL COMMITTEE
MOUNT PROSPECT, IL - May 19, 1998 - Salton/Maxim Housewares, Inc.
(Nasdaq:SALT - news) and Windmere-Durable Holdings, Inc. (NYSE: WND-news),
which holds approximately 50% of Salton, today announced that their previously
disclosed agreement granting Salton the right to purchase the 6,535,072 shares
of Salton held by Windmere has been approved by both a Special Committee of the
Board of Directors of Salton and the Board of Directors of Windmere. Subject to
the terms and conditions of the stock agreement, Salton has the right to
purchase the shares of Salton owned by Windmere for $12 per share in cash plus a
six and one-half year, $15 million subordinated promissory note which bears
interest at 4% per annum and is offset by 5% of the total amount paid by Salton
for products purchased from Windmere and its affiliates during the term of the
note. If Salton fails to exercise this right on or prior to June 30, 1998 or to
close the purchase on or prior to October 30, 1998, then Windmere will have the
right to acquire all of the shares of Salton which it does not own in a tender
offer and/or merger for $14.27 per share in cash or in registered shares of
Windmere common stock.
Mr. Frank Devine, chairman of the Special Committee of the Board of
Directors of Salton, said "The Special Committee has determined that the
transactions contemplated by the stock agreement are in the best interests of
Salton and its stockholders (other than Windmere). We have asked management to
continue exploring potential sources of financing for the purchase of Windmere's
50% interest in Salton."
In the event that Salton exercises its right to purchase Windmere's 50%
interest, it will have to issue debt and/or equity securities and use new or
existing credit lines to fund the cash portion of the purchase price. While
Salton is exploring additional and new sources of funds, there can be no
assurance that Salton will be able to obtain such funds. If Salton fails to
exercise or close its right to purchase Windmere's 50% interest, there can be no
assurance that Windmere will acquire any of the shares of Salton which it does
not own.
