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<PAGE> 1
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): DECEMBER 29, 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 OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 362-2611
--------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On December 29, 1998, Windmere-Durable Holdings, Inc., each
of its subsidiaries party thereto, each of the lenders party
thereto and NationsBank, National Association, as agent for
the lenders party to the Amended and Restated Credit
Agreement dated as of August 7, 1998, entered into Amendment
No. 1 to Amended and Restated Credit Agreement. The Amended
and Restated Credit Agreement has been amended to, among
other things, change the applicable interest rates for loans
made pursuant to the Agreement, to reduce, through December
31, 1999, the maximum amount of Revolving Credit Outstandings
permitted to $110 million from $160 million and to change
certain financial covenants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Amendment No. 1 to Amended and Restated
Credit Agreement by and among
Windmere-Durable Holdings, Inc., each of
its subsidiaries party thereto, each of
the lenders party thereto and
NationsBank, National Association as
agent for the lenders, dated December 28,
1998.
2
<PAGE> 3
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: February 5, 1999 By: /s/ Harry D. Schulman
----------------------------
Harry D. Schulman
3
<PAGE> 4
INDEX TO EXHIBITS
ITEM
NUMBER EXHIBIT
10.1 Amendment No. 1 to Amended and Restated Credit Agreement by and
among Windmere-Durable Holdings, Inc., each of its subsidiaries
party thereto, each of the lenders party thereto and NationsBank,
National Association as agent for the lenders, dated December 28,
1998.
4
<PAGE> 1
EXHIBIT 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Agreement") is made and entered into as of this 29th day of December, 1998 by
and between WINDMERE-DURABLE HOLDINGS, INC., a Florida corporation (the
"Borrower"), EACH OF THE SUBSIDIARIES OF THE BORROWER SIGNATORY HERETO
(collectively, the "Guarantors"), the LENDERS SIGNATORY HERETO (the "Lenders")
and NATIONSBANK, NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States, in its capacity as agent for
the Lenders (the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into an
Amended and Restated Credit Agreement dated as of August 7, 1998 (as amended
hereby and as from time to time further amended, supplemented or replaced, the
"Credit Agreement");
WHEREAS, the Borrower has requested and the Agent and the Lenders have
agreed, subject to the terms and conditions of this Agreement, to amend certain
financial covenants contained in the Credit Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:
1. DEFINITIONS. The term "Credit Agreement" as used herein and in the
Credit Agreement and the other Loan Documents shall mean the Credit Agreement
as hereby amended and as from time to time further amended or modified. Unless
the context otherwise requires, all capitalized terms used herein without
definition shall have the respective meanings provided therefor in the Credit
Agreement.
2. AMENDMENT TO CREDIT AGREEMENT. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" in Section 1.2 of
the Credit Amendment is hereby deleted and the following new
definition is inserted in replacement thereof:
"Applicable Margin" means that percent per annum set forth
below, which shall be based upon the Consolidated Leverage Ratio for
the period of four consecutive fiscal quarters most recently ended as
specified below:
<PAGE> 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Applicable
Margin for
Applicable Eurodollar Applicable Applicable
Margin for Rate Loans Margin for Base Margin for Base
Eurodollar Rate that are Rate Loans that Rate Loans that
Loans that are Segments of are Revolving are Segments of
Revolving Loans Term Loan B Loans or Term Loan B
Consolidated or Segments of and Term Loan Segments of and Term Loan
Tier Leverage Ratio Term Loan A C Term Loan A C
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
I Equal to or less 1.75% 2.75% .75% 1.75%
than 4.00 to 1.00
- ---------------------------------------------------------------------------------------------------------
II Greater than 4.00 2.00% 2.75% 1.00% 1.75%
to 1.00 and less
than or equal to
4.50 to 1.00
- ---------------------------------------------------------------------------------------------------------
III Greater than 4.50 2.25% 3.00% 1.25% 2.00%
to 1.00 and less
than or equal to
5.00 to 1.00
- ---------------------------------------------------------------------------------------------------------
IV Greater than 5.00 2.50% 3.00% 1.50% 2.00%
to 1.00 and less
than or equal to
5.00 to 1.00
- ---------------------------------------------------------------------------------------------------------
V Greater than 6.00 2.75% 3.375 1.50% 2.00%
to 1.00
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The Applicable Margin shall be established at the end of each
fiscal quarter of the Borrower (each, a "Determination Date"). Any
change in the Applicable Margin following each Determination Date shall
be determined based upon the computations set forth in the certificate
furnished to the Agent pursuant to SECTION 9.1(a) and (b) hereof,
subject to review and confirmation of such computations by the Agent,
and shall be effective (the "Effective Date") commencing on the first
Business Day next following the date such certificate is received (or,
if earlier, the date such certificate was required to be delivered)
until the first Business Day following the date on which a new
certificate is delivered or is required to be delivered, whichever
shall first occur; PROVIDED HOWEVER, if the Borrower shall fail to
deliver any such certificate within the time period required by SECTION
9.1 hereof, then the Applicable Margin shall be Tier V until the
appropriate certificate is so delivered; and PROVIDED FURTHER, that
from December 30, 1998 through the Effective Date first occurring after
December 31, 1999, the Applicable Margin shall be set forth in Tier V.
(b) Section 3.1 of the Credit Agreement is hereby amended by
adding a new clause (d) at the end thereof which shall read as follows:
2
<PAGE> 3
(d) LIMITATION ON REVOLVING CREDIT OUTSTANDINGS. In addition
to the limitation on Revolving Credit Outstandings set forth elsewhere
in this Agreement, the Borrower agrees that from the Closing Date
through December 31, 1999 it shall not permit the amount of Revolving
Credit Outstandings on any date to exceed $110,000,000; provided that
this limitation on Revolving Credit Outstandings shall remain in place
on and after December 31, 1999 if and for so long as any Event of
Default has occurred and is continuing. If at any time there shall be
Revolving Credit Outstandings in excess of $110,000,000, the Borrower
shall immediately make such payments and prepayments as shall be
necessary to comply with the restriction contained in this section.
(c) Section 10.22(b) of the Credit Agreement is hereby deleted and the
following new subsection (b) is inserted in replacement thereof:
(b) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit
Consolidated Fixed Charge Coverage Ratio to be less than the ratio
indicated below at any time during the period indicated:
Closing Date through
March 31, 1999 .80 to 1.00
April 1, 1999 through
June 30, 1999 .60 to 1.00
July 1, 1999 through
September 30, 1999 .75 to 1.00
October 1, 1999 through
September 30, 2000 1.10 to 1.00
October 1, 2000
and thereafter 1.50 to 1.00
(d) Section 10.22(c) of the Credit Agreement is hereby deleted and the
following new subsection (c) is inserted in replacement thereof:
(c) CONSOLIDATED INTEREST COVERAGE RATIO. Permit Consolidated
Interest Coverage Ratio to be less than the ratio indicated below at
any time during the period indicated:
Closing Date through
March 31, 1999 1.80 to 1.00
3
<PAGE> 4
April 1, 1999 through
June 30, 1999 1.60 to 1.00
July 1, 1999 through
September 30, 1999 1.70 to 1.00
October 1, 1999 through
September 30, 2000 2.25 to 1.00
October 1, 2000
and thereafter 3.00 to 1.00
(c) Section 10.22(d) of the Credit Agreement is hereby deleted and the
following new subsection (d) is inserted in replacement thereof:
(d) CONSOLIDATED LEVERAGE RATIO. Permit Consolidated Leverage
Ratio to be greater than the ratio indicated below at any time during
the period indicated:
April 1, 1999 through
September 30, 1999 6.25 to 1.00
October 1, 1999 through
March 31, 2000 5.00 to 1.00
April 1, 2000 through
September 30, 2000 4.50 to 1.00
October 1, 2000 through
June 30, 2001 3.00 to 1.00
July 1, 2001 through
September 30, 2001 3.50 to 1.00
October 1, 2001
and thereafter 3.00 to 1.00
(f) Section 10.22(e) of the Credit Agreement is hereby deleted and the
following new subsection (e) is inserted in replacement thereof:
4
<PAGE> 5
(e) CONSOLIDATED EBITDA. Permit Consolidated EBITDA to be less
than the amount indicated below at the date indicated:
Fourth fiscal quarter end 1998 $36,000,000
First fiscal quarter end 1999 $39,000,000
3. AMENDMENT FEE. The Borrower agrees to pay to the Agent for the
benefit of the Lenders signatory hereto on the effective date of this Agreement
and amendment fee (the "Amendment Fee") equal to .20% of the aggregate
Commitments of the Lenders signatory hereto, which fee shall be earned as of
such date and shall be allocated among the Lenders based upon their respective
Commitment.
4. BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents, warrants and certifies that:
(a) The representations and warranties made by it in Article
VIII of the Credit Agreement (other than Section 8.6(b) to the extent
certain material adverse changes in the condition of the Borrower and
its Subsidiaries have been disclosed to the Agent and the Lenders) are
true on and as of the date hereof before and after giving effect to
this Agreement except that the financial statements referred to in
Section 8.6(c) shall be those most recently furnished to each Lender
pursuant to Section 9.1(a) and (b) of the Credit Agreement;
(b) The Borrower and each Guarantor has the power and
authority to execute and perform this Agreement and has taken all
action required for the lawful execution, delivery and performance
thereof.
(c) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its
Subsidiaries since the date of the most recent financial reports of
the Borrower delivered under Section 9.1 of the Credit Agreement;
(d) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constituted a
Default or an Event of Default on the part of the Borrower under the
Credit Agreement or the Notes either immediately or with the lapse of
time or the giving of notice, or both.
5. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. None of the terms or conditions of
this Agreement may be changed, modified, waived or canceled orally or
otherwise, except by writing, signed by all the parties hereto, specifying such
change,
5
<PAGE> 6
modification, waiver or cancellation of such terms or conditions, or of any
proceeding or succeeding breach thereof.
6. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.
8. ENFORCEABILITY. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWER:
WINDMERE-DURABLE HOLDINGS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
AGENT:
NATIONSBANK, NATIONAL
ASSOCIATION, as Agent for the Lenders
By: /s/ Andrew M. Airheart
---------------------------
Name: Andrew M. Airheart
Title: Senior Vice President
LENDERS:
NATIONSBANK, NATIONAL
ASSOCIATION
By: /s/ Andrew M. Airheart
---------------------------
Name: Andrew M. Airheart
Title: Senior Vice President
ABN AMRO BANK N.V.
By: /s/ Deborah Day Ovozco
---------------------------
Name: Deborah Day Ovozco
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Robert Lozano
---------------------------
Name: Robert Lozano
Title: Vice President
7
<PAGE> 8
BANKATLANTIC
By: /s/ Ana C. Bolduc
---------------------------
Name: Ana C. Bolduc
Title: Senior Vice President
BANK LEUMI LE-ISRAEL
By: /s/ Joseph F. Realini
---------------------------
Name: Joseph F. Realini
Title: Vice President
SCOTIABANC INC.
By: /s/ Frank F. Sandler
---------------------------
Name: Frank F. Sandler
Title: Relationship Manager
PARIBAS
By: /s/
---------------------------
Name:
Title:
By: /s/
---------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Gregory Roll
---------------------------
Name: Gregory Roll
Title: Vice President
8
<PAGE> 9
BHF-BANK ATKIENGESELLSCHAFT
By: /s/
---------------------------
Name:
Title:
CREDITANSTALT CORPORATE FINANCE,
INC.
By: /s/
---------------------------
Name:
Title:
By: /s/
---------------------------
Name:
Title:
ERSTE BANK NEW YORK
By: /s/ John S. Runnion
---------------------------
Name: John S. Runnion
Title: First Vice President
By: /s/ Arcinee Hovanessian
---------------------------
Name: Arcinee Hovanessian
Title: Vice President
FLEET BANK, N.A.
By: /s/ Thomas J. Levy
---------------------------
Name: Thomas J. Levy
Title: Vice President
IMPERIAL BANK, A CALIFORNIA
BANKING CORPORATION
By: /s/ Jamie Harney
---------------------------
Name: Jamie Harney
Title: Vice President
9
<PAGE> 10
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By: /s/ Akihiko Haruyama
---------------------------
Name: Akihiko Haruyama
Title: Head of Southeast Region
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Toshihiro Hayashi
---------------------------
Name: Toshihiro Hayashi
Title: Senior Vice President
NATIONAL BANK OF CANADA
By: /s/ Michael Bloomenfeld
---------------------------
Name: Michael Bloomenfeld
Title: Vice President & Manager
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Stanley Kaminski
---------------------------
Name: Stanley Kaminski
Title: Vice President
SUMMIT BANK
By: /s/
---------------------------
Name:
Title:
10
<PAGE> 11
USTRUST
By: /s/ Thomas F. Macina
---------------------------
Name: Thomas F. Macina
Title: Vice President
ALLIANCE INVESTMENT OPPORTUNITIES
FUND, L.L.C.
By: ALLIANCE INVESTMENTS
OPPORTUNITIES MANAGEMENT,
L.L.C., as Managing Member
By: ALLIANCE CAPITAL
MANAGEMENT L.P., as
Managing Member
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION,
as General Partner
By: /s/ Sheryl A. Rothman
---------------------------
Name: Sheryl A. Rothman
Title: Vice President
ALLIANCE CAPITAL MANAGEMENT L.P., as
Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.C.
By: /s/ Sheryl A. Rothman
---------------------------
Name: Sheryl A. Rothman
Title: Vice President
11
<PAGE> 12
BALANCED HIGH-YIELD FUND I LTD
By: BHF-BANK AKTIENGESELLSCHAFT,
acting through its New York
Branch, as attorney-in-fact
By: /s/ Steven Alexander
---------------------------
Name: Steven Alexander
Title: Assistant Treasurer
By: /s/ Peter Leibon
---------------------------
Name: Peter Leibon
Title: Assistant Treasurer
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Steven Alexander
---------------------------
Name: Steven Alexander
Title: Assistant Treasurer
By: /s/ Peter Leibon
---------------------------
Name: Peter Leibon
Title: Assistant Treasurer
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: INDOSUEZ CAPITAL as
Portfolio Advisor
By: /s/ Francoise Berthelot
---------------------------
Name: Francoise Berthelot
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATION FINANCE, INC.,
f.k.a. Creditanstalt Corporate
Finance, Inc.
By: /s/ Scott Kray
---------------------------
Name: Scott Kray
Title: Vice President
By: /s/ Gary Andresen
---------------------------
Name: Gary Andresen
Title: Associate
12
<PAGE> 13
NATIONSBANC MONTGOMERY SECURITIES
LLC
By: /s/
---------------------------
Name:
Title:
ARES LEVERAGED INVESTMENT FUND
L.P.
By: ARES Management, L.P.
By: /s/ Michelle Hsu
---------------------------
Name: Michelle Hsu
Title: Vice President
ARES LEVERAGED INVESTMENT FUND II,
L.P.
By: ARES Management II, L.P.
By: /s/ Michelle Hsu
---------------------------
Name: Michelle Hsu
Title: Vice President
13
<PAGE> 14
THE UNDERSIGNED GUARANTORS HEREBY ACKNOWLEDGE AND CONSENT TO THIS AMENDMENT OF
THE CREDIT AGREEMENT AND REAFFIRM THEIR OBLIGATIONS UNDER THE FACILITY GUARANTY
THIS ___TH DAY OF DECEMBER, 1998.
WINDMERE CORPORATION
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary/Treasurer
WINDMERE HOLDINGS CORPORATION
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
WINDMERE HOLDINGS CORPORATION II
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
WINDMERE FAN PRODUCTS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
JERDON PRODUCTS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
14
<PAGE> 15
CONSUMER PRODUCTS AMERICAS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
EDI MASTERS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Assistant Vice President
WINDMERE INNOVATIVE PET
PRODUCTS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
BAY BOOKS & TAPES, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
FORTUNE PRODUCTS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
HOUSEHOLD PRODUCTS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary and Treasurer
15
<PAGE> 16
HP DELAWARE, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
HP AMERICAS, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
HPG LLC
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Treasurer
HP INTELLECTUAL CORP.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary and Treasurer
WD DELAWARE, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
WD DELAWARE II, INC.
By: /s/ Cindy Solovei
---------------------------
Name: Cindy Solovei
Title: Secretary
16
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