<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
---------------------
SALTON/MAXIM HOUSEWARES, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
795757103
(CUSIP NUMBER)
PAUL BERKOWITZ
GREENBERG TRAURIG
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
MAY 19, 1998
(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SS.SS. 240.13D-1(E), 240.13D-1(F) OR 240.13D-1(G), CHECK THE
FOLLOWING BOX / / .
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CUSIP NO. 795757103
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Windmere-Durable Holdings, Inc. ("Windmere") (59-1028301)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC, BK
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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(7) SOLE VOTING POWER
NUMBER OF 6,535,072*
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 6,535,072*
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,535,072*
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ X ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 50%
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(14) TYPE OF REPORTING PERSON
CO
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* Does not include 458,500 shares subject to an option granted by
issuer to Windmere which was previously described in Item 3 of
Windmere's original statement on Schedule 13-D dated July 17, 1996
(26,500 shares were purchased by Windmere pursuant to a partial
exercise of such option on October 31, 1997).
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 is hereby amended by adding
thereto the following:
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 (f) 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 (e) to Amendment No. 1 to the Company's Schedule 13-D, and to
a corrected form of Schedule I to Exhibit A to such agreement, filed herewith
as Exhibit (g).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Item 7 is hereby amended and supplemented by adding thereto the
following exhibits:
(f) Press Release dated May 19, 1998 jointly issued by the Company
and Salton.
(g) 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).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 20, 1998
WINDMERE-DURABLE HOLDINGS, INC.
By: /s/ Harry D. Schulman
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Harry D. Schulman
Senior Vice President, Finance and
Administration
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1* -- Stock Purchase Agreement dated February 27, 1996, as amended,
between Windmere and Salton.
2.2* -- Stockholder Agreement dated July 11, 1996 between Windmere and
Salton.
2.3* -- Registration Rights Agreement dated July 11, 1996 between
Windmere and Salton.
2.4* -- Press Release dated May 6, 1998 jointly issued by Windmere and
Salton.
2.5* -- Stock Agreement dated as of May 6, 1998 by and between Salton,
Windmere and certain Salton Executive Related Parties (as
defined therein), together with Exhibits thereto.
2.6 -- Press Release dated May 19, 1998 jointly issued by the
Company and Salton.
2.7 -- 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).
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* Previously filed
<PAGE> 1
EXHIBIT 2.6
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.
<PAGE> 1
EXHIBIT 2.7
SCHEDULE I
PRINCIPAL BALANCE
CANCELATION IN THE EVENT OF
No. PRIOR TO CANCELATION
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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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