EXHIBIT 99
Employee Stock Purchase Plan
Financial Statements
December 31, 1995 and 1994
Price Waterhouse LLP
REPORT OF INDEPENDENT ACCOUNTANTS
February 2, 1996
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, 1995 and 1994, 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,
1995 1994
PLAN ASSETS
Investments in employer's securities
(cost, 1995 - $196,947; 1994 - $159,750) $154,827 $183,016
LIABILITIES AND PLAN EQUITY
Liabilities - -
Plan Equity $154,827 $183,016
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Year
Ended Ended
December 31, December 31,
1995 1994
Dividend income $4,584 $3,213
Administrative expenses (216) (149)
Net dividend income 4,368 3,064
Realized loss on
investments (4,344) (421)
Unrealized appreciation
(depreciation) in
investments (68,425) 23,994
Participant contributions 61,465 68,905
Participant distributions (21,253) (25,626)
-------- --------
Net increase (decrease) in
plan equity (28,189) 69,916
Plan equity at beginning
of period 183,016 113,100
--------- ---------
Plan equity at end of period $154,827 $183,016
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the General Housewares Corp. Employee
Stock Purchase Plan (the 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 of General Housewares Corp. (the Company)
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 the Company's 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 Plan.
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's common stock held in a participant's stock purchase
account shall be used to purchase additional shares of the Company's
common stock.
2. SUMMARY OF ACCOUNTING POLICIES
Quoted market prices are used to value investments.
3. INVESTMENTS
At December 31, 1995 and 1994 investments were comprised of 17,951
and 13,073 shares, respectively, of General Housewares Corp. Common
Stock. The closing market price on December 31, 1995 and 1994 was
$8.625 and $14 per share, respectively. Net unrealized appreciation
(depreciation) of investments was $(68,425) and $23,994 in 1995 and
1994, respectively. Realized gain (loss) for 1995 and 1994 is
calculated as follows:
Year Ended Year Ended
Dec. 31, 1995 Dec. 31, 1994
Cost (using FIFO basis) $27,378 $24,800
Unrealized appreciation
(depreciation) recognized
in prior years (1,781) (1,247)
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25,597 26,047
Sales proceeds 21,253 25,626
------- -------
Realized loss recognized
in current year ($4,344) ($421)
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 the Company's common stock at a discount. A
favorable letter of determination has not been requested or obtained
from the Internal Revenue Service.