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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 20, 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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(Former Name or Former Address, if Changed Since Last Report)
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CURRENT REPORT ON FORM 8-K
WINDMERE-DURABLE HOLDINGS, INC.
JULY 20, 1998
ITEM 5. OTHER EVENTS.
On July 20, 1998, Windmere-Durable Holdings, Inc., a Florida
corporation (the Company"), announced that Salton/Maxim Housewares, Inc.
("Salton") has given the Company notice of its intent to close, on July 27,
1998, on 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, and the press release issued by the Company on July
20, 1998, filed herewith as Exhibit 99.2.
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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.
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.
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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.
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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: July 21, 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.
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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.
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[WINDMERE-DURABLE LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Cindy Solovei
Treasurer
(305) 362-2611
WINDMERE-DURABLE HOLDINGS, INC, RECEIVES NOTICE ON SALTON/MAXIM'S
STOCK PURCHASE TO CLOSE JULY 27, 1998
MIAMI LAKES, Fla., (July 20,1998) - Windmere-Durable Holdings, Inc. (NYSE:WND)
announced today that Salton/Maxim Housewares, Inc. has given the Company
notice of its intent to close on July 27, 1998, on the purchase of the
6,535,072 shares of Salton stock owned by Windmere-Durable, in accordance with
the agreement between the two companies announced on May 7, 1998.
There can be no assurance that the transaction, which is expected to generate
for Windmere-Durable net cash proceeds of approximately $50 million after
repayment of a $10.8 million note due Salton, will close. The Company intends
to use the proceeds, when and if received, to reduce its existing indebtedness.
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.
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.
