UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
General Housewares Corp.
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(Name of Issuer)
Common Stock, par value $.331/3 per share
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(Title of Class of Securities)
370073108
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(CUSIP Number)
Walter Absil, President
Walter Absil Investments Inc.
875 McCaffrey
St. Laurent, Quebec, Canada H4T 1N3
(514) 341-4152
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1, 1994
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 370073108 Page 2 of 7 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Absil Investments Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Other (OO)
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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
Canada
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7 SOLE VOTING POWER
340,000
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 340,000
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10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.39%
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14 TYPE OF REPORTING PERSON *
Corporation (CO)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------- -------------------
CUSIP NO. 370073108 Page 3 of 7 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Absil
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Other (OO)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
Individual (IN)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
Issuer: General Housewares Corp. (the "Company")
1536 Beech Street
Terre Haute, IN 47804
Security: Common Stock, par value $.331/3 per share ("Common Stock")
Item 2. Identity and Background.
(a) Name:
This Schedule 13D is being filed by Walter Absil Investments
Inc. ("WAI") and Walter Absil, who is the owner of a
majority of the outstanding common stock of WAI.
(b) Business Address:
875 McCaffrey
St. Laurent, Quebec, Canada H4T 1N3
(c) Present Principal Employment and Employer:
Walter Absil is the President of Walter Absil Investments Inc.
(d) Criminal Proceedings in Last Five Years:
None
(e) Civil Securities Proceedings in Last Five Years:
None
(f) Citizenship:
WAI is a corporation incorporated and organized under the
Canada Business Corporations Act; Walter Absil is a Canadian
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Page 4 of 7
<PAGE>
On October 1, 1994, the Company purchased the assets of Walter Absil
Company Limited ("WAC") and Olfa Products Corp. ("Olfa"). WAC and Olfa were the
exclusive distributor of precision cutting tools and accessories manufactured by
Olfa Corporation of Osaka, Japan. The assets acquired included accounts
receivable, inventories and equipment. The purchase price was $13,576,000, and
consisted of a cash payment of $6,843,000, subordinated promissory notes in the
principal amount of $2,233,000 bearing interest at 6% per annum and 400,000
restricted shares of Common Stock (valued at $4,500,000). The common stock
issued in connection with this acquisition is restricted as to both sale and
voting rights. All such restrictions will expire no later than September 30,
1999. See the Company's Report on Form 8-K filed with the Commission on October
4, 1994 for further description of the acquisitions.
WAC owns directly 200,000 shares of the Company's common stock. WAI owns
seventy percent (70%) of the issued and outstanding stock of WAC. On February
28, 1995, Olfa was dissolved and its shares of the Company were distributed to
its stockholders, including WAI, which received 140,000 shares of the Company's
common stock.
Walter Absil owns a majority of the outstanding common stock of WAI.
Item 4. Purpose of Transaction.
WAI received 140,000 of the 340,000 shares of Common Stock reported herein
in connection with the dissolution of Olfa; in addition, WAI is deemed to be the
beneficial owner of 200,000 shares of Common Stock owned directly by WAC which
were received as consideration for the sale by WAC of its assets to the Company,
all as described more fully in the response to Item 3 above. Neither Mr. Absil
nor WAI currently has any plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (ii) the merger, reorganization,
liquidation or other extraordinary corporate transaction involving the Company
or any of its subsidiaries; (iii) the sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (iv) changes in the Company's
Board of Directors or management; (v) material changes in the present
capitalization or dividend policy of the Company; (vi) material changes in the
Company's business or corporate structure; (vii) changes in the Company's
charter or by-laws which may have the effect of impeding the acquisition of in
control of the Company; (viii) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system; or (ix) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer.
(a) WAI is deemed to have beneficial ownership of 340,000 shares
of Common Stock (8.39% of all currently outstanding shares of
Common Stock).
Page 5 of 7
<PAGE>
(b) WAI has sole voting power with respect to, and the sole power
to direct the disposition of, 340,000 shares of Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
1. Asset Purchase Agreements (filed as an Exhibit to the
Company's Report on Form 8-K dated October 4, 1994).
2. Stock Restriction, Standstill and Securities Registration
Agreement (filed as an Exhibit to the Company's Report on Form
8-K dated October 4, 1994).
3. Joint Filing Agreement.
* * *
Page 6 of 7
<PAGE>
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.
WALTER ABSIL INVESTMENTS INC.
/s/ Walter Absil
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By: Walter Absil
Its: President
/s/ Walter Absil
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Walter Absil
Date: February 26, 1997
Page 7 of 7
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT is entered into as of the 24th day of February,
1997 by and between Walter Absil and Walter Absil Investments Inc. (together,
the "Reporting Persons").
WHEREAS, the Reporting Persons may be required to file a statement, and
amendments thereto, containing information required by Schedule 13D, pursuant to
Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-1 promulgated
thereunder in connection with the acquisition of shares of common stock of
General Housewares Corp., a Delaware corporation; and
WHEREAS, pursuant to paragraph (f) of Rule 13d-1 the undersigned desire to
meet any Schedule 13D filing obligation under Rule 13d-1 by a single joint
filing.
NOW THEREFORE, in consideration of the foregoing, the undersigned hereby
agree as follows:
1. The undersigned agree that any statement on Schedule 13D to which this
Agreement is attached and any amendments to such statement shall be filed on
behalf of each one of them.
2. This Agreement may be executed in counterparts each of which shall be
deemed to be an original and all of which together shall be deemed to be one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
WALTER ABSIL INVESTMENTS INC.
/s/ Walter Absil
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By: Walter Absil
Title: President
/s/ Walter Absil
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Walter Absil
