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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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) July 28, 1998
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.)
Windmere-Durable Holdings, Inc.
5980 Miami Lakes Drive
Miami Lakes, Florida 33014
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (305) 362-2611
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CURRENT REPORT ON FORM 8-K/A
WINDMERE-DURABLE HOLDINGS, INC.
August 14, 1998
ITEM 2. Acquisition or Disposition of Assets.
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, and the press release
issued by the Company on July 28, 1998, incorporated herein by reference as
Exhibit 99.3.
2
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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.
The unaudited pro forma financial information of the Company for the
indicated periods is attached hereto as Attachment 7(b) and is incorporated
herein by this reference.
(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.
- ---------------
* 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.
**** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated July 28, 1998.
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amended Current Report to be signed on its
behalf by the undersigned thereunto duly authorized.
WINDMERE-DURABLE HOLDINGS, INC.
Date: August 14, 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.
- ---------------
* 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.
**** Incorporated herein by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, dated July 28, 1998.
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Attachment 7(b)
WINSMERE-DURABLE HOLDINGS, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma financial information gives effect to the
Company's sale of its Salton/Maxim Housewares, Inc. ("Salton Maxim") shares. On
July 29, 1998, the Company sold 6,535,072 shares of Salton Maxim stock
(representing an approximate 50% interest in that company) back to Salton Maxim.
For purposes of the following presentation, the pro forma information presented
herein also includes the Company's recent purchase of the Black & Decker
Household Products Group ("HPG") and is derived from the Company's Prospectus
Supplement dated July 22, 1998 to Prospectus dated June 29, 1998 as filed under
Rule 424(b)(5).
In accordance with Rule 11-02(5) of Regulation S-X, the accompanying unaudited
pro forma income statements do not include the gain on the sale of the stock of
approximately $43,900,000 and related tax expense of approximately $14,900,000
that the Company will include in its income statement for the period ending
September 30, 1998.
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WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1998
($ in Thousands)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HPG SUBTOTAL SALTON AS ADJUSTED
---------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C>
CASH AND CASH EQUIVALENTS $ 2,491 $16,791 $ 19,282 $ 44,860 (1) $ 64,142
ACCOUNTS RECEIVABLE, NET 38,506 65,492 103,998 6,203 (2) 110,201
NOTES RECEIVABLE -- -- -- 15,000 (3) 15,000
RECEIVABLE FROM AFFILIATES 17,303 -- 17,303 (6,203)(2) 11,100
INVENTORY 99,769 61,037 160,806 160,806
PREPAID EXPENSES 7,032 5,236 12,268 12,268
FUTURE TAX BENEFITS 3,950 -- 3,950 3,950
REFUNDABLE INCOME TAXES 1,274 -- 1,274 1,274
------- ------- ------- ------- -------
TOTAL CURRENT ASSETS 170,325 148,556 318,881 59,860 378,741
INVESTMENT IN JOINT VENTURES 43,699 -- 43,699 (28,378)(1) 15,321
NOTES RECEIVABLE FROM AFFILIATE 7,872 -- 7,872 7,872
PROPERTY, PLANT, AND EQUIP 38,009 48,720 86,729 86,729
OTHER ASSETS 13,766 16,515 30,281 30,281
INTANGIBLE ASSETS -- 219,991 219,991 219,991
------- ------- ------- ------- -------
TOTAL ASSETS $273,671 $433,782 $707,453 $ 31,482 $738,935
======= ======= ======= ======= =======
NOTES AND ACCEP. PAYABLE $ 45,451 $(39,000) $ 6,451 $(10,848)(4) $ (4,397)
CURRENT PORTION OF L-T DEBT 3,365 (814) 2,551 2,551
ACCOUNTS PAYABLE AND ACCRUED EXP 16,110 75,574 91,684 24,328 (5) 116,012
DEFERRED INCOME, CURRENT PORTION 165 165 165
------- ------- ------- ------- -------
TOTAL CURRENT LIABILITIES 65,091 35,760 100,851 7,328 114,331
LONG TERM DEBT 15,866 293,981 309,847 (26,000)(1) 283,847
DEFERRED INCOME/OTHER LIABILITIES 1,031 6,317 7,348 15,000 (3) 22,348
COMMON STOCK 1,872 304 2,176 2,176
PAID IN CAPITAL 40,668 97,420 138,088 138,088
TRANSLATION ADJUSTMENT (1,080) (1,080) (1,080)
RETAINED EARNINGS 150,223 150,223 29,002 (6) 179,225
------- ------- ------- ------- -------
TOTAL STOCKHOLDERS EQUITY 191,683 97,724 289,407 324,561 318,409
------- ------- ------- ------- -------
TOTAL LIAB AND STOCK. EQUITY $273,671 $433,782 $707,453 $ 31,482 $738,935
======= ======= ======= ====== =======
</TABLE>
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WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 1998
($'s In Thousands Except EPS data)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HPG SUBTOTAL SALTON ADJUSTMENT
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 55,394 $ 61,755 $117,149 $ $117,149
COST OF GOODS SOLD 42,511 43,538 86,049 86,049
------- -------- ------- ------ ------------
GROSS PROFIT 12,883 18,217 31,100 31,100
SG&A 11,706 20,332 32,038 32,038
RESTRUCTURING CHARGE -- 15,500 15,500
------- -------- ------- ------ ------------
OPERATING PROFIT 1,177 (17,615) (16,438) (16,438)
INTEREST EXPENSE 1,045 5,998 7,043 (217)(7) 6,290
(536)(10)
INTEREST INCOME 680 680 150 (8) 1,097
267 (9)
OTHER INCOME -- 121 121 121
------- -------- ------- ------ ------------
EARNINGS BEFORE JV 812 (23,492) (22,680) 1,170 (21,510)
JV INCOME 445 445 (1,027)(11) (582)
INCOME TAXES (BENEFIT) 121 (8,739) (8,618) 445 (12) (8,173)
------- -------- ------- ------ ------------
NET EARNINGS (LOSS) $ 1,136 $ (14,753) $(13,617) $ (302) $(13,919)
======== ======== ======= ====== ===========
EPS - DILUTED $ 0.06 $ (0.59) $ (0.60)
======== ======== ===========
WEIGHTED AVG SHARES 20,194 3,041 23,235 23,235
======== ======== ======== ===========
</TABLE>
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WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
($'s In Thousands Except EPS data)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HPG SUBTOTAL SALTON ADJUSTMENT
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $261,885 $402,928 $664,813 $ $664,813
COST OF GOODS SOLD 197,507 288,293 485,800 485,800
------- -------- -------- ------ --------
GROSS PROFIT 64,378 114,635 179,013 179,013
SG&A 50,349 96,023 146,372 146,372
------- -------- -------- ------ --------
OPERATING PROFIT 14,029 18,612 32,641 32,641
INTEREST EXPENSE 3,351 23,992 27,343 (868)(7) 24,331
(2,144)(10)
INTEREST INCOME 2,727 2,727 600 (8) 4,395
1,068 (9)
OTHER EXPENSE -- 579 579 579
------- -------- -------- ------ --------
EARNINGS BEFORE JV 13,405 (5,959) 7,446 4,680 12,126
JV INCOME 7,353 7,353 (4,331)(11) 3,022
INCOME TAXES (BENEFIT) 923 1,906 2,829 1,778 (12) 4,607
------- -------- -------- ------ --------
NET EARNINGS(LOSS) 19,835 $ (7,865) $ 11,970 $(1,429) $ 10,541
======= ======== ======== ====== ========
EPS - DILUTED $ 1.00 $ 0.52 $ .46
======= ======== ========
WEIGHTED SHARES 19,776 3,041 22,817 22,817
======= ======== ======== ========
</TABLE>
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WINDMERE-DURABLE HOLDINGS, INC.
FOOTNOTES TO PROFORMA FINANCIAL INFORMATION
BALANCE SHEET
1) REPRESENTS THE PROCEEDS OF THE SALE AND RESULTANT INCREASE IN CASH, PAYOFF OF
LONG-TERM DEBT, ACCRUED INCOME TAXES, AND ELIMINATION OF SALTON INVESTMENT
2) REPRESENTS A RECLASSIFICATION OF AMOUNT DUE FROM SALTON FROM A/R AFFILIATES
TO A/R TRADE
3) REPRESENTS THE ADDITIONAL PURCHASE PRICE REPRESENTED BY A NOTE RECEIVABLE
RECEIVED FROM SALTON. AS THIS AMOUNT WILL BE OFFSET BY FUTURE PURCHASES, THE
CORRESPONDING CREDIT WAS TO DEFERRED REVENUE RATHER THAN GAIN ON SALE
4) REPRESENTS THE PAYMENT OF THE SALTON NOTE PAYABLE
5) REPRESENTS THE INCOME TAXES AND OTHER ACCRUED EXPENSES
6) REPRESENTS THE GAIN ON SALE OF STOCK, NET OF TAX
INCOME STATEMENT
7) REPRESENTS THE ELIMINATION OF THE INTEREST EXPENSE ON THE SALTON NOTE PAYABLE
8) RERESENTS THE INTEREST INCOME ON THE $15 MILLION NOTE RECEIVABLE FROM SALTON
AT 4%
9) REPRESENTS THE INTEREST INCOME ON THE NET CASH PROCEEDS
10) REPRESENTS THE REDUCTION OF INTEREST EXPENSE ON THE PORTION OF THE BANK DEBT
REPAID
11) REPRESENTS THE ELIMINATION OF THE COMPANY'S SHARE OF THE EARNINGS OF SALTON
MAXIM
12) REPRESENTS THE TAX EFFECT OF THE PRO FORMA ADJUSTMENTS EXCLUDING THE GAIN ON
SALE OF INVESTMENT
