
<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT No. 2

                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 27, 1997
                                                         ----------------


                         WINDMERE-DURABLE HOLDINGS, INC.
                         -------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                                     FLORIDA
                 ----------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


         1-10177                                          59-1028301
      -------------                                    ----------------
(COMMISSION FILE NUMBER                        (IRS EMPLOYER IDENTIFICATION NO.)


                         WINDMERE-DURABLE HOLDINGS, INC.
                             5980 MIAMI LAKES DRIVE
                           MIAMI LAKES, FLORIDA          33014
             ------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)








        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 362-2611
                                                           --------------
<PAGE>   2
ITEM 5.           ____________________.

         On January 27, 1997, Salton/Maxim Housewares, Inc. ("Salton/Maxim") and
         New M-Tech Corporation ("NewTech"), each of which is fifty percent
         (50%) owned by Windmere-Durable Holdings, Inc. ("Company"), each
         entered into a Purchase, Distribution and Marketing Agreement with the
         Kmart Corporation ("Kmart") ("Purchase Agreement" and, together,
         "Purchase Agreements"). The Company entered into Guarantees for the
         performance of each of Salton/Maxim and NewTech in connection with the
         Purchase Agreements. In the Purchase Agreements, Salton/Maxim and
         NewTech granted Kmart certain rights to purchase, distribute, market
         and sell certain products in association with the White-Westinghouse(R)
         brand name, which has been licensed to Salton/Maxim and NewTech. The
         Agreements constitute supply contracts with Kmart, pursuant to which
         Salton/Maxim and NewTech will supply Kmart, either through the Company
         or other manufacturers, with small kitchen appliances, personal care
         products, heaters, fans, electric air cleaners and humidifiers, and
         audio, video, and telephone products, all under the
         White-Westinghouse(R) brand name. Kmart will be the exclusive discount
         department store to market these White-Westinghouse products.

         The Company expects that purchases of White-Westinghouse products by
         Kmart will contribute significantly to the sales of Salton/Maxim and
         NewTech.

         The matter discussed in the immediately preceding paragraph relating to
         expected benefits from the Salton/Maxim and NewTech supply contract
         with Kmart is a forward-looking statement that is subject to certain
         risks and uncertainties that could cause actual results to differ
         materially from that set forth in the forward-looking statement. These
         factors include: economic conditions and the retail environment; the
         timely development, introduction and customer acceptance of
         White-Westinghouse(R) products; competitive products and pricing;
         dependence on foreign suppliers and supply and manufacturing
         constraints; cancellation or reduction of orders; and other factors
         detailed elsewhere from time to time in the Company's filings with the
         Securities and Exchange Commission.

         The foregoing description of the Agreements and the Guarantees, and the
         transactions contemplated by such documents, does not purport to be
         complete and is qualified in its entirety by reference to each of such
         documents, copies of which are filed as exhibits hereto. Because the
         Agreements are subject to a Revised Application for Confidential
         Treatment by the Company filed separately with the Commission on the
         date hereof, the Company is providing the Agreements with the portions
         for which confidential treatment is requested blacked out.
<PAGE>   3
EXHIBITS

         10.1**   Purchase, Distribution and Marketing Agreement by and between
                  Salton/Maxim and Kmart Corporation dated January 27, 1997.

         10.2**   Purchase, Distribution and Marketing Agreement by and between
                  NewTech and Kmart Corporation dated January 27, 1997.

         10.3     Guarantee dated January 27, 1997 from Windmere-Durable
                  Holdings, Inc. (on behalf of Salton/Maxim).

         10.4     Guarantee dated January 27, 1997 from Windmere-Durable
                  Holdings, Inc. (on behalf of NewTech).



- -------------------------------
* Indicates that certain information contained in such exhibit has been
  redacted pursuant to a confidential filing request under Rule 24b-2 of the
  Securities Exchange Act of 1934, as amended.
<PAGE>   4
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        WINDMERE-DURABLE HOLDINGS, INC.




Date: July 23, 1997                     By:/s/ Harry D. Schulman
                                           -------------------------------------
                                            Harry D. Schulman
