-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aq/SkdIp/C62DewAVtJDczTDO+M8ZTfzh0ZqMbkcZ7oBgxwZu9Tyc+64/XnNBZh6 48ZnFJo7gbI02huIg3jvAA== 0000950144-98-006715.txt : 19980521 0000950144-98-006715.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950144-98-006715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980520 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALTON MAXIM HOUSEWARES INC CENTRAL INDEX KEY: 0000878280 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363777824 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42085 FILM NUMBER: 98628870 BUSINESS ADDRESS: STREET 1: 550 BUSINESS CENTER DR STREET 2: C/O KENSINGTON CENTER CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 7088034600 MAIL ADDRESS: STREET 1: 550 BUSINESS CENTER DRIVE CITY: MT PROSPECT STATE: IL ZIP: 60056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINDMERE DURABLE HOLDINGS INC CENTRAL INDEX KEY: 0000217084 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 591028301 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5980 MIAMI LAKES DR CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3053622611 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: WINDMERE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY INDUSTRIES INC DATE OF NAME CHANGE: 19830815 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY BARBER & BEAUTY SUPPLIES INC DATE OF NAME CHANGE: 19770626 SC 13D/A 1 SALTON MAXIM/WINDMERE DURABLE SC 13D AM.#2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) --------------------- SALTON/MAXIM HOUSEWARES, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 795757103 (CUSIP NUMBER) PAUL BERKOWITZ GREENBERG TRAURIG 1221 BRICKELL AVENUE MIAMI, FLORIDA 33131 (305) 579-0500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) MAY 19, 1998 (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 THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF SS.SS. 240.13D-1(E), 240.13D-1(F) OR 240.13D-1(G), CHECK THE FOLLOWING BOX / / . 2 CUSIP NO. 795757103 (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Windmere-Durable Holdings, Inc. ("Windmere") (59-1028301) --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS WC, BK --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Florida --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 6,535,072* SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 6,535,072* -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,535,072* --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 50% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO --------------------------------------------------------------------- * Does not include 458,500 shares subject to an option granted by issuer to Windmere which was previously described in Item 3 of Windmere's original statement on Schedule 13-D dated July 17, 1996 (26,500 shares were purchased by Windmere pursuant to a partial exercise of such option on October 31, 1997). 3 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in Item 6 is hereby amended by adding thereto the following: On May 19, 1998, Windmere-Durable Holdings, Inc. (the "Company") and Salton-Maxim Housewares, Inc. ("Salton") jointly announced that the Board of Directors of the Company and a Special Committee of the Board of Directors of Salton had approved the Stock Agreement which the two companies had entered into on May 6, 1998. Pursuant to that agreement, under certain terms and conditions, Salton has the right to purchase the Company's approximate 50% equity interest in Salton, and, if Salton fails to exercise or close its right to purchase such interest, the Company has the right to acquire the remaining equity interest which it does not own. The joint press release of the Company and Salton dated May 19, 1998 is incorporated by reference to Exhibit (f) hereto. The foregoing reference to the Stock Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit (e) to Amendment No. 1 to the Company's Schedule 13-D, and to a corrected form of Schedule I to Exhibit A to such agreement, filed herewith as Exhibit (g). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Item 7 is hereby amended and supplemented by adding thereto the following exhibits: (f) Press Release dated May 19, 1998 jointly issued by the Company and Salton. (g) Corrected form of Schedule I to Exhibit A to the Stock Agreement dated as of May 6, 1998 by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). 4 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. Dated: May 20, 1998 WINDMERE-DURABLE HOLDINGS, INC. By: /s/ Harry D. Schulman ------------------------------ Harry D. Schulman Senior Vice President, Finance and Administration 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1* -- Stock Purchase Agreement dated February 27, 1996, as amended, between Windmere and Salton. 2.2* -- Stockholder Agreement dated July 11, 1996 between Windmere and Salton. 2.3* -- Registration Rights Agreement dated July 11, 1996 between Windmere and Salton. 2.4* -- Press Release dated May 6, 1998 jointly issued by Windmere and Salton. 2.5* -- Stock Agreement dated as of May 6, 1998 by and between Salton, Windmere and certain Salton Executive Related Parties (as defined therein), together with Exhibits thereto. 2.6 -- Press Release dated May 19, 1998 jointly issued by the Company and Salton. 2.7 -- Corrected form of Schedule I to Exhibit A to the Stock Agreement dated as of May 6, 1998 by and between the Company, Salton and certain Salton Executive Related Parties (as defined therein). - ------------------- * Previously filed EX-2.6 2 PRESS RELEASE 5/19/98 1 EXHIBIT 2.6 PREVIOUSLY ANNOUNCED STOCK AGREEMENT APPROVED BY WINDMERE-DURABLE HOLDINGS' BOARD AND SALTON/MAXIM HOUSEWARES' SPECIAL COMMITTEE MOUNT PROSPECT, IL - May 19, 1998 - Salton/Maxim Housewares, Inc. (Nasdaq:SALT - news) and Windmere-Durable Holdings, Inc. (NYSE: WND-news), which holds approximately 50% of Salton, today announced that their previously disclosed agreement granting Salton the right to purchase the 6,535,072 shares of Salton held by Windmere has been approved by both a Special Committee of the Board of Directors of Salton and the Board of Directors of Windmere. Subject to the terms and conditions of the stock agreement, Salton has the right to purchase the shares of Salton owned by Windmere for $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. If Salton fails to exercise this right on or prior to June 30, 1998 or to close the purchase on or prior to October 30, 1998, then Windmere will have the right to acquire all of the 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 transactions contemplated by the stock agreement are in the best interests of Salton and its stockholders (other than Windmere). We have asked management to continue exploring potential sources of financing for the purchase of Windmere's 50% interest in Salton." In the event that Salton exercises its right to purchase Windmere's 50% interest, it will have to issue debt and/or equity securities and use new or existing credit lines to fund the cash portion of the purchase price. While Salton is exploring additional and new sources of funds, there can be no assurance that Salton will be able to obtain such funds. If Salton fails to exercise or close its right to purchase Windmere's 50% interest, there can be no assurance that Windmere will acquire any of the shares of Salton which it does not own. EX-2.7 3 CORRECTED FORM OF SCHEDULE I TO EXHIBIT A 1 EXHIBIT 2.7 SCHEDULE I PRINCIPAL BALANCE CANCELATION IN THE EVENT OF No. PRIOR TO CANCELATION ------- ---------------- ------------------ 1 11/1/98 168,708.35 2 12/1/98 337,979.05 3 1/1/99 507,814.00 4 2/1/99 678,215.06 5 3/1/99 849,184.12 6 4/1/99 1,020,723.08 7 5/1/99 1,192,833.84 8 6/1/99 1,365,518.30 9 7/1/99 1,538,778.37 10 8/1/99 1,712,615.98 11 9/1/99 1,887,033.05 12 10/1/99 2,062,031.50 13 11/1/99 2,237,613.29 14 12/1/99 2,413,780.35 15 1/1/00 2,590,534.63 16 2/1/00 2,767,878.09 17 3/1/00 2,945,812.70 18 4/1/00 3,124,340.42 19 5/1/00 3,303,463.23 20 6/1/00 3,483,183.12 21 7/1/00 3,663,502.08 22 8/1/00 3,844,422.10 23 9/1/00 4,025,945.19 24 10/1/00 4,208,073.35 25 11/1/00 4,390,808.61 26 12/1/00 4,574,152.98 27 1/1/01 4,758,108.51 28 2/1/01 4,942,677.22 29 3/1/01 5,127,861.15 30 4/1/01 5,313,662.37 31 5/1/01 5,500,082.93 32 6/1/01 5,687,124.88 33 7/1/01 5,874,790.31 34 8/1/01 6,063,081.29 35 9/1/01 6,251,999.91 36 10/1/01 6,441,548.26 37 11/1/01 6,631,728.43 38 12/1/01 6,822,542.54 39 1/1/02 7,013,992.69 40 2/1/02 7,206,081.02 41 3/1/02 7,398,809.63 42 4/1/02 7,592,180.68 43 5/1/02 7,786,196.29 44 6/1/02 7,980,858.63 45 7/1/02 8,176,169.84 46 8/1/02 8,372,132.08 47 9/1/02 8,568,747.54 48 10/1/02 8,766,018.37 49 11/1/02 8,963,946.78 50 12/1/02 9,162,534.95 51 1/1/03 9,361,785.08 52 2/1/03 9,561,699.38 53 3/1/03 9,762,280.06 54 4/1/03 9,963,529.34 55 5/1/03 10,165,449.46 56 6/1/03 10,368,042.62 57 7/1/03 10,571,311.11 58 8/1/03 10,775,257.16 59 9/1/03 10,979,883.03 60 10/1/03 11,185,190.99 61 11/1/03 11,391,183.31 62 12/1/03 11,597.862.27 63 1/1/04 11,805,230.15 64 2/1/04 12,013,289.27 65 3/1/04 12,222,041.91 66 4/1/04 12,431,490.40 67 5/1/04 12,641,637.05 68 6/1/04 12,852,484.18 69 7/1/04 13,064,034.14 70 8/1/04 15,000,000.00 71 9/1/04 15,000,000.00 72 10/1/04 15,000,000.00 73 11/1/04 15,000,000.00 74 12/1/04 15,000,000.00 75 1/1/05 15,000,000.00 76 2/1/05 15,000,000.00 77 3/1/05 15,000,000.00 78 4/1/05 15,000,000.00 Assumes note is issued 10/1/1998. If the note is issued before or after such date then the schedule of reductions due to Kmart cancelation will have to be adjusted to reflect a different number of monthly periods prior to July 1, 2004. -7- -----END PRIVACY-ENHANCED MESSAGE-----