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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
June 26, 1998
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Date of Report (Date of earliest event reported)
Salton/Maxim Housewares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19557 36-3777824
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
550 Business Center Drive, Mount Prospect, Illinois 60056
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(Address of principal executive offices) (Zip Code)
(708) 803-4600
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On June 26, 1998, Salton/Maxim Housewares, Inc. (the "Registrant")
announced that it has given written notice to Windmere-Durable Holdings, Inc.
("Windmere"), which holds approximately 50% of the Registrant, of its intention
to purchase 6,535,072 shares of the Registrant held by Windmere in accordance
with the previous disclosed agreement between the parties. A copy of the
Registrant's press release, dated June 26, 1998, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
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99.1 Press Release of Salton/Maxim Housewares, Inc., issued
June 26, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALTON/MAXIM HOUSEWARES, INC.
/s/ WILLIAM B. RUE
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William B. Rue
Dated: June 26, 1998 Senior Vice President and
Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Salton/Maxim Housewares, Inc., issued June 26,
1998.
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EXHIBIT 99.1
COMPANY PRESS RELEASE
SALTON/MAXIM HOUSEWARES, INC. ANNOUNCES FORMAL INTENT TO REPURCHASE SHARES
OWNED BY WINDMERE-DURABLE HOLDINGS, INC.
- - RETAINS LEHMAN BROTHERS INC. AND CENTRE PARTNERS MANAGEMENT LLC TO ARRANGE
FINANCING -
MOUNT PROSPECT, III.--(BUSINESS WIRE)--June 26, 1998-- Salton/Maxim Housewares,
Inc. (Nasdaq: SALT - news) today announced that it has given written notice to
Windmere-Durable Holdings, Inc., which holds approximately 50% of Salton, of
its intention to repurchase the 6,535,072 shares of Salton held by Windmere in
accordance with the previously disclosed agreement between the parties.
According to the agreement, originally announced on May 7, 1998, the purchase
price would be $12 per share in cash plus a six and one-half year, $15 million
subordinated promissory note which bears interest at 4% per annum and is offset
by 5% of the total amount paid by Salton for products purchased from Windmere
and its affiliates during the term of the note. In connection with the
repurchase, (i) Windmere would simultaneously pay in full its $10.8 million
promissory note to Salton, and (ii) Salton would repurchase for approximately
$3.3 million an option owned by Windmere to purchase up to 458,500 shares of
Salton stock. If Salton fails to close the repurchase on or prior to October
30, 1998, then Windmere will have the right to acquire shares of Salton which
it does not own in a tender offer and/or merger for $14.27 per share in cash or
in registered shares of Windmere common stock.
Mr. Frank Devine, chairman of the Special Committee of the Board of Directors
of Salton, said, "The Special Committee has determined that the repurchase of
the Salton shares held by Windmere is in the best interests of Salton and its
stockholders (other than Windmere). Salton has received a letter from Lehman
Brothers Inc. to the effect that, as of the date of such letter and based upon
and subject to certain matters stated therein, Lehman Brothers is highly
confident of its ability to arrange a senior secured credit facility for Salton
in the amount of up to $140 million. Salton has also received a letter from
Centre Partners Management LLC to the effect that, as of the date of such
letter and based upon and subject to certain matters stated therein, Centre
Partners is highly confident of its ability to make a $40 million convertible
preferred stock equity investment in Salton through its affiliated entities.
The preferred stock would be non-dividend bearing and would have a conversion
price of $17 per share."
The closing of the repurchase of Windmere's 50% interest is subject to a number
of conditions, including that the closing occur on or prior to October 30,
1998. While Salton is currently negotiating definitive agreements with each
of Lehman Brothers and Centre Partners, there can be no assurance that Salton
will obtain Finds from such entities. If Salton fails to close the repurchase
of Windmere's 50% interest, there can be no assurance that Windmere will
acquire any of the shares of Salton which it does not own.
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Contact:
Salton/Maxim Housewares, Inc.
William Rue
Chief Operating Officer
(847)-803-4600
or
Investor Relations:
Cheryl Schneider/Gordon McCoun
Press: Michael McMullan
Morgen-Walke Associates
(212) 850-5600
