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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): JUNE 26, 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 had the right to purchase
the Company's approximate 50% equity interest in Salton, and,
if Salton failed to exercise or fails to close its right to
purchase such interest, the Company has the right to acquire
the remaining equity interest which it does not own. On June
26, 1998, the Company announced that it has received notice
from Salton of Salton's intent to repurchase the 6,535,072
shares of Salton owned by the Company. The press release of
the Company dated June 26, 1998 is incorporated by reference
to Exhibit 99.3 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 as Exhibit 10.2 to the Company's May 19, 1998 Form 8-K.
EXHIBITS:
99.3 Press Release dated June 26, 1998 issued by the Company.
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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: June 29, 1998 By: /s/ Harry D. Schulman
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Harry D. Schulman
Senior Vice President, Finance and
Administration
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Exhibit 99.3
WINDMERE-DURABLE RECEIVES NOTICE OF SALTON/MAXIM'S INTENT TO
REPURCHASE STOCK
June 26, 1998 4:24 PM EDT
MIAMI LAKES, Fla., June 26/PRNewswire/--Windmere-Durable Holdings, Inc.
(NYSE:WND), the 50% stockholder of Salton/Maxim Housewares, today confirmed
that the Company has received written notice from Salton of Salton's
intentions to repurchase the 6,535,072 shares of its stock owned by
Windmere-Durable.
According to the notice, the intended transaction will be in accordance with
the agreement between the two companies that was originally announced on May 7,
1998. As stated in the agreement, the purchase price would be $12 per share in
cash as well as a six and one-half year, $15 million subordinated promissory
note bearing interest at 4% per annum. The note would be offset by 5% of the
total purchase price paid by Salton for product purchases from Windmere-Durable
and its affiliates during the term of the note. The aggregate value of the
transaction would be equivalent to $14.27 per share of Salton common stock. If
Salton fails to close the purchase on or prior to October 30, 1998,
Windmere-Durable would have the right to acquire shares of Salton it does not
own in a tender offer and/or merger for $14.27 per share in cash or in
registered shares of Windmere-Durable common stock.
Additional conditions apply should Salton acquire the Company's 50% interest,
including: (i) Windmere-Durable will simultaneously pay in full its $10.8
million promissory note to Salton; (ii) Salton will repurchase for
approximately $3.3 million an option owned by Windmere-Durable to purchase up
to 458,500 shares of Salton stock; and (iii) various contractual and other
arrangements, including those relating to the Kmart agreement, which will
continue subject to certain modifications.
The closing of Salton's purchase of Windmere-Durable's 50% interest is subject
to a number of conditions, including that the closing must occur on or prior to
October 30, 1998. While Salton is currently negotiating agreements to obtain
the necessary financing, there can be no assurance that Salton will obtain such
financing. If Salton fails to close the repurchase of Windmere-Durable's 50%
interest, there can be no assurance that the Company will acquire any of the
shares of Salton that it already does not own.
Windmere-Durable Holdings, Inc., is a diversified manufacturer and distributor
of a broad range of consumer products, including personal care products for the
home and professional salons, and electric housewares (kitchen and garment
care). The Company also markets the Litter Maid(TM) computerized, infrared,
automatic self-cleaning cat litter box. SOURCE Windmere-Durable Holdings, Inc.
