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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 EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): MARCH 11, 1998
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WINDMERE-DURABLE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
1-10177 59-1028301
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(Commission File Number) (IRS Employer Identification No.)
5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 362-2611
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
See the press release attached hereto as Exhibit 99.1 for information
regarding the execution by Windmere-Durable Holdings, Inc. of a definitive
agreement to acquire certain assets and assume certain liabilities of the
household products group of The Black & Decker Corporation (excluding cleaning
and lighting products) in North America, Central America and South America
(excluding Brazil, Uruguay and Paraguay) for a purchase price of $315 million.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
WINDMERE-DURABLE HOLDINGS, INC.
Dated: May 12, 1998 By: /s/ Harry D. Schulman
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Harry D. Schulman, Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Harry D. Schulman
Senior Vice President and
Chief Financial Officer
(305) 362-2611
WINDMERE-DURABLE HOLDINGS, INC. ACQUIRES THE BLACK & DECKER
CORPORATION'S HOUSEHOLD PRODUCTS GROUP
MIAMI LAKES, FLA. (May 11, 1998). Windmere-Durable Holdings, Inc.
(NYSE: WND), a diversified manufacturer and distributor of a broad range of
consumer products, including personal care products for the home and
professional salons, kitchen electric appliances and consumer electronics, today
announced that it has signed a definitive agreement to acquire The Black &
Decker Corporation's Household Products Group, which will include the Cooking,
Garment Care, Food Preparation and Beverage categories.
Pursuant to the terms of the acquisition agreement, Windmere will
purchase the assets of The Black & Decker Household Products Group for $315
million in cash. In connection with the transaction, Windmere and Black & Decker
have established a long-term licensing arrangement which will allow Windmere to
continue to market products under the Black & Decker brand name in the Cooking,
Garment Care, Food Preparation and Beverage categories in North and Latin
America, excluding Brazil, for a minimum of six and one-half years on a
royalty-free basis, with potential renewal periods upon mutual agreement.
Black & Decker's Household Products Group is a leading manufacturer and
marketer of small household appliances in North and Latin America. Sales in
North and Latin America, excluding Brazil, for 1997 were approximately $400
million. The Black & Decker Household Products Group holds leading market share
positions in Cooking and Garment Care categories with brands such as "Toast `R
Oven(TM)" and "Quick `N Easy(R)," and is in the top 5 in Food Preparation and
Beverages categories with the "Spacemaker(R)" and "Expresso Mio" brands. Black &
Decker's Household Products Group has a reputation for innovative and quality
products and excellent marketing skills.
Windmere expects to retain The Black & Decker Household Products Group
management team which will continue to be based in Connecticut subsequent to the
acquisition.
Windmere Chairman, President & CEO David M. Friedson said, "Windmere's
acquisition of Black & Decker's Household Products Group will revolutionize the
household products industry - uniting Black & Decker's leading brand name and
reputation for innovation and quality with Windmere's unparalleled manufacturing
capabilities. We intend to leverage the two companies' manufacturing operations
in Asia, Mexico, and the United States to create
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substantial synergies. The complementary strengths of the businesses are
tremendous and will create significant value for our shareholders. We look
forward to working with the management team of Black & Decker's Household
Products Group and expect to provide them with a platform to continue the
success and quality of the business they have created through product innovation
and creativity."
The combined company will be uniquely positioned to capitalize on
growth opportunities within the personal care and kitchen appliance categories.
Immediate growth opportunities will result from the combination of innovative
product development, marketing capabilities and manufacturing infrastructure.
Company strategies will be developed to enhance growth in existing categories,
as well as expand into new products, sub-brands, and markets. Management expects
synergies to be significant. It is expected that Windmere will begin to realize
synergies within the first six months, with the majority being realized within
three years following the acquisition.
Upon completion of the transaction, Windmere's 1998 net sales are
estimated at $750 million on an annualized basis. Windmere expects the Black &
Decker Household Products Group acquisition to be accretive to earnings in 1999.
The transaction is expected to close within sixty days, pending certain
regulatory approvals.
NationsBanc Montgomery Securities LLC ("NMS") is acting as financial
advisor to Windmere in connection with this acquisition. NationsBank will
finance the transaction with a combination of debt and equity securities.
Certain matters discussed in this news release are forward-looking statements
that are subject to certain risks and uncertainties that could cause actual
results to differ materially from those set forth in the forward-looking
statements. These factors include economic conditions and the retail
environment; the Company's dependence on the timely development, introduction
and customer acceptance of products; competitive products and pricing; reliance
on key customers; dependence on foreign suppliers and supply and manufacturing
constraints; cancellation or reduction of orders; and other risks and
uncertainties detailed from time to time in the Company's Securities and
Exchange Commission filings.
