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): May 26, 1999
GENERAL HOUSEWARES CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-7117 41-0919772
(Commission File Number) (I.R.S. Employer Identification No.)
1536 Beech Street 47804
Terre Haute, Indiana
(Address of Principal Executive offices) (Zip Code)
(812) 232-1000
(Registrant's Telephone Number, Including Area Code)
Item 1. Changes in Control of Registrant. - None.
Item 2. Acquisition or Disposition of Assets. - None.
Item 3. Bankruptcy or Receivership. - None.
Item 4. Change in Registrant's Certifying Accountant. - None.
Item 5. Other Events. - None.
Item 6. Resignation of Registrant's Directors.
John A. (Pete) Bricker, Jr. resigned as Director of General Housewares
Corp. on May 26, 1999 citing differences with the Board of Directors. A
copy of Mr. Bricker's letter of resignation is attached to this Form 8-K as
an exhibit.
The Board of Directors of General Housewares Corp. believes that Mr.
Bricker's description of the Board's actions is incomplete and incorrect.
A copy of the Board's views is attached to this Form 8-K as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit No. Exhibit
6.1 Letter of Resignation of John A. (Pete) Bricker, Jr.
6.2 Letter from General Housewares Corp. to John A. (Pete) Bricker,
Jr.
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 thereunto duly authorized.
GENERAL HOUSEWARES CORP.
By: /s/ Mark S. Scales
-------------------------------
Date: May 28, 1999 Name: Mark S. Scales
Title: Vice President Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
6.1 Letter of Resignation of John A. (Pete) Bricker, Jr.
6.2 Letter from General Housewares Corp. to John A. (Pete) Bricker, Jr.
Exhibit 6.1
S A N D E R A
partners
May 26, 1999
VIA FAX TO: 812-232-7016
Mr. Paul A. Saxton
General Housewares Corporation
1536 Beech Street
P.O. Box 4066
Terre Haute, Indiana 47804
Dear Paul:
Since receiving notice from you on April 13, 1999 of a third party's cash
offer to buy General Housewares at a substantial premium to its
then-current market price, I have fundamentally disagreed with management's
and the board's handling of the prospective acquirer's proposal. After
much deliberation on my own and much consultation with my attorneys, I have
concluded that certain actions taken by the board in responding to this
proposal make it impossible for me to fulfill my fiduciary duties to the
Company and its shareholders. I refer specifically to certain of the
resolutions passed by the board during its telephonic meeting on April 21,
1999:
RESOLVED, that only Senior Management be authorized to communicate
with [the board's financial advisor]; and further
RESOLVED, that no director shall communicate with family, friends or
business associates concerning the Proposal, nor shall any director
communicate directly with [the board's financial advisor], other than
in conjunction with Senior Management, concerning the Proposal or any
other matter.
I refer also to the "sense of the Board" recorded in the minutes of the
same meeting:
"After discussion, it was the sense of the Board that further
communication with [the prospective acquirer] be left to the
discretion of Management after consultation with [the board's
financial advisor] and counsel."
Although my most immediate and pressing disagreement with management's and
the board's handling of the prospective acquirer's proposal relates to
these resolutions and the "sense of the Board" cited above, I have also
disagreed with other aspects of the handling of this proposal, which other
aspects include:
o Your immediate and unequivocal opposition to the proposal,
expressed to the directors in writing when you notified us
of receipt of the proposal;
1601 Elm Street Suite 4000 Dallas, Texas 75201
(214) 720-1688 Fax (214) 720-1612
o Your delay (until April 21, nine days after your receipt of
the proposal) in convening a meeting of the board to
consider the proposal;
o Your more optimistic view of the Company's prospects after
receipt of the proposal, as reflected in your substantial
revisions to the financial projections for the current
fiscal year presented to the board less than three weeks
earlier;
o Your initial resistance to the hiring of a financial advisor
to assist the board in considering the proposal;
o The board's failure to form a special committee to consider
the proposal, notwithstanding your expressions of interest
both to me and the board's financial advisor in the
possibility of your personally acquiring part or all of the
Company's business or assets;
o Your making available to the board's financial advisor only
your more optimistic, revised financial projections for the
current fiscal year, and not the less optimistic projections
presented to the board less than three weeks earlier;
o Your opening the board's sole meeting with its financial
advisor (held on May 11, 1999) with a statement of your
unequivocal opposition to the proposal;
o Your insistence, at the end of the board's sole meeting with
its financial advisor, that each director return the roughly
one-hundred-page presentation booklet prepared by the
board's financial advisor and distributed only in the
meeting, though our review of it was only brief, at best;
and
o The board's determination, at the conclusion of its meeting
on May 11, that it was "the sense of the board" to reject
the prospective acquirer's proposal without discussing it
with the prospective acquirer.
The position I now find myself in, in light of these developments, I view
as personally, legally and ethically untenable. While I voted against the
resolutions passed by the board in its meeting on April 21 and cited above,
and explicitly excluded myself from the "sense of the board" to reject the
proposal on May 11, I no longer feel I can sufficiently distance myself
from the board's behavior without resigning. As a consequence, I hereby do
so, effective immediately, today, May 26, 1999.
Pursuant to Securities and Exchange Commission's Form 8-K, including Item 6
thereof, I hereby request that this disagreement and this letter be
publicly disclosed within five business days of this date.
Sincerely,
/ s / John A. (Pete) Bricker, Jr.
John A. (Pete) Bricker, Jr.
Exhibit 6.2
GHC
GENERAL HOUSEWARES CORP.
1536 BEECH STREET, P.O. BOX 4066, TERRE HAUTE, INDIANA 47804
(812) 232-1000
PAUL A. SAXTON
PRESIDENT
CHIEF EXECUTIVE OFFICER
May 28, 1999
Mr. John A. Bricker, Jr.
Sandera Partners
1601 Elm Street
Suite 4000
Dallas, Texas 75201
Dear Pete:
This will acknowledge receipt of your letter of May 26, 1999 announcing
your resignation as a director of General Housewares Corp.
Your letter references your disagreement with the Board's handling of a
third party's non-binding preliminary proposal to explore a possible
business combination. It contains a number of assertions and
characterizations that are incorrect as well as a number of opinions that
you did not express at our recent board meeting.
There is no need at this time to give a detailed response to the various
statements in your letter. On behalf of the Board of Directors, however, a
few basic facts should be set forth for the record.
The Board is composed almost entirely of independent, outside directors. I
am the only member of management on the Board. The Board engaged a
competent and experienced investment banker and law firm to assist the
directors in reviewing the non-binding preliminary proposal and in
fulfilling their fiduciary duties and responsibilities. At its meeting,
the Board had the benefit of presentations by the investment banker and
legal counsel, and had an extended deliberation on the merits of the
proposal and the appropriate response. The Board's decision was the
product of a careful process of obtaining expert advice and having a
thorough discussion of the matter. Your own experience on the Board has
demonstrated to you the diligence, intelligence and integrity of the
independent directors. You are, of course, now free to disagree with the
Board's decision for reasons you elected not to articulate at the Board
meeting. But the record will not permit any conclusion other than that the
Board's decision was an informed, deliberate and careful judgment made in
the best interests of stockholders.
The Board will continue to fulfill its obligations to stockholders and seek
to maximize stockholder value.
On behalf of the Board of Directors,
/ s / Paul A. Saxton
--------------------------------
Paul A. Saxton, Chairman
