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.