EXHIBIT 99
Employee Stock Purchase Plan
Financial Statements
December 31, 1994 and 1993
Price Waterhouse LLP
REPORT OF INDEPENDENT ACCOUNTANTS
February 15, 1995
To the Participants and Administrative Committee of General Housewares Corp.
Employee Stock Purchase Plan
In our opinion, the accompanying statements of financial condition and of income
and changes in plan equity present fairly, in all material respects, the
financial condition of General Housewares Corp. Employee Stock Purchase Plan at
December 31, 1994 and 1993, and the changes in its financial condition for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Price Waterhouse LLP
STATEMENT OF FINANCIAL CONDITION
December 31,
1994 1993
PLAN ASSETS
Investments in employer's securities
(cost, 1994 - $159,750; 1993 - $113,973) $ 183,016 $ 113,100
LIABILITIES AND PLAN EQUITY
Liabilities - -
Plan Equity $ 183,016 $ 113,100
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Year
Ended Ended
December 31, December 31,
1994 1993
Dividend income $ 3,213 $ 1,532
Administrative expenses (149) (72)
Net dividend income 3,064 1,460
Unrealized appreciation (depreciation)
in investments 23,573 (5,297)
Participant contributions 68,905 90,758
Participant distributions (25,626) (26,600)
Net increase in plan equity 69,916 60,321
Plan equity at beginning of period 113,100 52,779
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Plan equity at end of period $ 183,016 $ 113,100
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the General Housewares Corp. (Company)
Employee Stock Purchase Plan (Plan) provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
ELIGIBILITY
All full time employees who have completed three months of service
will be eligible to participate and be a participant in the Plan at
the beginning of the next calendar quarter subsequent to their
completion of three months of service.
STOCK PURCHASES
First Chicago Trust Company of New York, the Custodian for the
Plan, will purchase common stock either (1) in the open market, (2)
from an employee desiring to dispose of his/her shares pursuant to
the Plan or (3) from the Company. The Company will pay all
brokerage fees on all purchases of common stock under the Plan.
The price at which shares of common stock will be purchased will be
the lesser of:
(a) 90% of the market value of the common stock on the
first business day of the applicable calendar quarter, or
(b) 90% of the market value of the common stock on the last
business day of such calendar quarter.
The number of shares of common stock that will generally be
purchased in each calendar quarter will be equal to the amount of
payroll deductions made during such quarter plus any accumulated
dividends divided by the purchase price of the common stock.
Dividend reinvestments are subject to a 5% administration fee paid
by the Plan.
WITHDRAWALS
An employee may withdraw part or all of his/her account balance at
any time by giving written notice to the Company. The Company will
refund part or all of the balance in the employee's account.
PARTICIPANT ACCOUNTS
A stock purchase account shall be maintained by the Custodian in
the name of each participant. Authorized payroll deductions shall
be held by the Company and credited to the participant's stock
purchase account at the end of each calendar quarter. Interest will
not accrue or be paid on available funds or any other cash held in
a participant's stock purchase account. All dividends paid on
Company stock held in a participant's stock purchase account shall
be used to purchase additional Company stock.
2. SUMMARY OF ACCOUNTING POLICIES
Quoted market prices are used to value investments.
3. INVESTMENTS
At December 31, 1994 and 1993 investments were comprised of 13,073
and 8,700 shares, respectively, of General Housewares Corp. Common
Stock. The closing market price on December 31, 1994 and 1993 was
$14/share and $13/share, respectively. Net unrealized appreciation
(depreciation) of investments was $23,573 and ($5,297) in 1994 and
1993, respectively.
4. FEDERAL INCOME TAXES
The Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue
Code. As a result, participants are not subject to any tax at the
time of the purchase of stock at a discount. A favorable letter of
determination has not been requested or obtained from the Internal
Revenue Service.