SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): October 21, 1999
GENERAL HOUSEWARES CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-07117 41-0919772
(State of Incorporation) (Commission File No.) (I.R.S. employer
identification no.)
P.O. Box 4066
1536 Beech Street
Terre Haute, Indiana 47804
(Address of principal executive offices, including zip)
(812) 232-1000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On October 21, 1999, the stockholders of General Housewares Corp. (the
"Company") adopted the Agreement and Plan of Merger, dated as of August 2,
1999, as amended (the "Agreement"), by and among CCPC Acquisition Corp.,
GHC Acquisition Corp. ("GHC Acquisition") and the Company. Pursuant to the
terms of the Agreement, GHC Acquisition was merged with and into the
Company, and the Company was the surviving corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
99.1 Press Release, dated October 21, 1999.
SIGNATURE
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.
By:/s/ Raymond. J. Kulla
------------------------------------
Name: Raymond J. Kulla
Title: Vice President and
General Counsel
Date: October 21, 1999
EXHIBIT INDEX
Exhibit Description
99.1 Press Release, dated October 21, 1999.
Exhibit 99.1
CCPC Holding Company Completes Acquisition of General Housewares
ELMIRA, N.Y., and TERRE HAUTE, Ind.-Oct. 21, 1999-CCPC Holding
Company, Inc. (a subsidiary of CCPC Acquisition Corp.) and General
Housewares Corp. (NYSE: GHW) today announced that CCPC Holding has
successfully completed the previously announced acquisition of General
Housewares.
At a Special Meeting of Stockholders this morning, the holders of more than
83 percent of the common stock of General Housewares approved an Agreement
and Plan of Merger, dated August 2, 1999, as amended, providing for the
acquisition of all of the outstanding common stock of General Housewares
for $28.75 per share in cash.
The merger became effective this afternoon and, as a result of the merger,
each share of common stock of General Housewares has been converted into
the right to receive $28.75 in cash. Former holders of General Housewares
common stock will be mailed a letter of transmittal with instructions about
how to obtain this cash payment.
Since September 16, 1999, Corning Consumer Products Company has also
managed the housewares businesses of EKCO Group, Inc., acquired by CCPC
Acquisition in a separate transaction.
"With this transaction we begin to realize our vision of becoming a
powerhouse in the kitchen housewares category," said Peter F. Campanella,
President and Chief Executive Officer of Corning Consumer Products Company
(also a subsidiary of CCPC Holding), which will manage the General
Housewares business. "With the framework in place, our goal now is to
seamlessly integrate General Housewares, EKCO and CCPC into a singularly
focused organization, using our new size and scope in order to deliver more
value to our retail partners and a continuous stream of innovative, quality
products to consumers."
Paul A. Saxton, who has served as Chairman, President and Chief Executive
Officer of General Housewares, said, "This is a terrific transaction for
General Housewares' shareholders. Our shareholders have overwhelmingly
endorsed the $28.75 cash consideration for their shares. The great majority
of our employees will be working for a larger company, with more
opportunity for career advancement. And our customers and consumers will
benefit from the marketing of General Housewares' products alongside the
well-known Corning Consumer brands.
"I want to take this opportunity to thank, in a public forum, our customers
for their loyalty, our shareholders for their patience, our employees for
their efforts, and our Board of Directors for their dedicated service," Mr.
Saxton continued. "They have all made the company what it is today."
General Housewares Corp. is a leading manufacturer, marketer and
distributor of products for the housewares and craft/hardware markets.
Among its key brands are Chicago Cutlery(R), OXO(R) kitchen tools, Olfa
precision cutting tools, Grilla Gear(R) outdoor accessories and OLO(R)
rolling scissors. Annual sales were $97 million in 1998.
Corning Consumer Products Company, headquartered in Elmira, N.Y., markets
houseware products under the Corningware(R), Corelle(R), Revere(R),
Pyrex(R) and Visions(R) brand names. The company posted sales of $533
million in 1998.
EKCO Group key brands include EKCO(R), Baker's Secret(R) and Farberware
bakeware and EKCO(R) kitchenware.
CONTACT: Media Contact:
David T. Lanzillo
Corning Consumer Products
607/377-8259
[email protected]
or
Financial Contacts:
Anthony P. Deasey
Corning Consumer Products
607/377-8005
or
Raymond J. Kulla
General Housewares
812/232-1000 Ext. 5289
