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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 1998
WINDMERE-DURABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 1-10177 59-1028301
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File 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
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CURRENT REPORT ON FORM 8-K
WINDMERE-DURABLE HOLDINGS, INC.
August 3, 1998
ITEM 5. OTHER EVENTS.
On July 28, 1998, Windmere-Durable Holdings, Inc., a Florida
corporation (the "Company"), announced that Salton/Maxim Housewares, Inc.
("Salton") had completed the purchase of the 6,535,072 shares of Salton common
stock owned by the Company in accordance with the stock agreement, dated as of
May 6, 1998 (the "Stock Agreement"), between the Company, Salton and certain
Salton Executive Related Parties (as defined therein).
The foregoing is qualified in its entirety by reference to the Stock
Agreement, the full text of which is incorporated herein by reference as Exhibit
10.1, a corrected form of Schedule I to Exhibit A to the Stock Agreement,
incorporated herein by reference as Exhibit 10.2, the press release, dated May
19, 1998, jointly issued by the Company and Salton, incorporated herein by
reference as Exhibit 99.1, the press release issued by the Company on July 20,
1998, incorporated herein by reference as Exhibit 99.2 in the press release
issued by the Company on July 28, 1998, filed herewith as Exhibit 99.3.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
10.1* Stock Agreement, dated as of May 6, 1998, by and between the
Company, Salton and certain Salton Executive Related Parties
(as defined therein).
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).
99.1** Press Release, dated May 19, 1998, jointly filed by the
Company and Salton.
99.2*** Press Release, dated July 20, 1998, filed by the Company.
99.3 Press Release, dated July 28, 1998, filed by the Company.
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* Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated May 6, 1998.
** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated May 19, 1998.
*** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated July 20, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
WINDMERE-DURABLE HOLDINGS, INC.
Date: August 3, 1998 By: /s/ CINDY R. SOLOVEI
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Cindy R. Solovei, Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1* Stock Agreement, dated as of May 6, 1998, by and between the
Company, Salton and certain Salton Executive Related Parties
(as defined therein).
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).
99.1** Press Release, dated May 19, 1998, jointly filed by the
Company and Salton.
99.2*** Press Release, dated July 20, 1998, filed by the Company.
99.3 Press Release, dated July 28, 1998, filed by the Company.
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* Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated May 6, 1998.
** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated May 19, 1998.
*** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated July 20, 1998.
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[WINDMERE-DURABLE LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Cindy Solovei
Treasurer
(305) 362-2611
WINDMERE-DURABLE HOLDINGS, INC. COMPLETES SALE OF SALTON/MAXIM
STOCK
JULY 28, 1998 3:29 PM EDT
MIAMI LAKES, Fla., July 28/PRNewswire/ -- Windmere-Durable Holdings, Inc. (NYSE:
WND) announced today that Salton/Maxim Housewares, Inc. completed the purchase
of the 6,535,072 shares of Salton stock owned by Windmere-Durable in accordance
with the previously announced agreement between the two companies.
The shares were purchased for $12 per share in cash plus a six and one-half
year, $15 million subordinated promissory note bearing interest at 4% per annum,
payable to Windmere. The note is to be offset by 5% of the total purchase price
paid by Salton for product purchases from Windmere and its affiliates during the
term of the note. The aggregate value of the transaction was equivalent to
$14.27 per share of Salton common stock.
In addition, Salton repurchased for approximately $3.3 million an option owned
by Windmere to purchase 458,000 shares of Salton stock. Windmere-Durable's
after-tax proceeds from the transaction were approximately $50 million following
the repayment of a $10.8 million note due Salton. The Company intends to use the
proceeds to reduce its existing indebtedness.
Furthermore, according to the agreement, the arrangements between Windmere and
Salton/Maxim pertaining the Kmart contract will continue with certain
modifications.
Windmere-Durable Holdings, Inc., is a diversified manufacturer and distributor
of a broad range of household appliances, including personal care products for
the home and professional salons, electric housewares and comfort
conditioning/seasonal products. The Company also markets the Litter Maid(TM)
computerized, infrared, automatic self-cleaning cat litter box.
