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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - September 6, 2002
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(Date of Earliest Event Reported)
SUNBEAM CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 1-000052
Delaware 25-1638266
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(State of Incorporation) (I.R.S. Employer
Identification No.)
2381 Executive Center Drive, Boca Raton, FL 33431
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (212) 912-4100
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ITEM 9. REGULATION FD DISCLOSURE.
As previously disclosed, on February 6, 2001, Sunbeam
Corporation (the "Company") and its domestic subsidiaries (the "Subsidiary
Debtors" and together with the Company, the "Debtors") filed voluntary petitions
under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code")
in the United States Bankruptcy Court for the Southern District of New York (the
"Court"). The Chapter 11 case number for the Company is 01-40291 (AJG). The
Subsidiary Debtors' cases are being jointly administered separately from the
case for the Company. The case numbers for the Subsidiary Debtors are 01-40252
(AJG) through 01-40290 (AJG).
The Debtors remain in possession of their assets and
properties, and continue to operate their businesses and manage their properties
as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.
On September 6, 2002, the Company filed its Third Amended
Plan of Reorganization (the "Sunbeam Plan") and the related Second Amended
Disclosure Statement (the "Sunbeam Disclosure Statement") with the Court. The
Subsidiary Debtors also filed their Third Amended Joint Plan of Reorganization
(the "Subsidiary Plan" and together with the Sunbeam Plan, the "Plans") and the
related Second Amended Disclosure Statement (the "Subsidiary Disclosure
Statement" and together with the Sunbeam Disclosure Statement, the "Disclosure
Statements") with the Court. The Debtors have moved the Court to approve the
Disclosure Statements as containing adequate information as such term is defined
in Section 1125 of the Bankruptcy Code and to permit the solicitation of votes
from creditors on whether to accept the Plans. The Disclosure Statements must be
approved by the Court before they can be sent to creditors for their
consideration. A copy of the Sunbeam Plan and the Sunbeam Disclosure Statement
are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by
reference herein. A copy of the Subsidiary Plan and the Subsidiary Disclosure
Statement are attached hereto as Exhibits 99.3 and 99.4, respectively, and
incorporated by reference herein. A copy of the press release issued by the
Company on September 9, 2002 is attached hereto as Exhibit 99.5 and incorporated
by reference herein. This Current Report (including the Exhibits hereto) will
not be deemed an admission as to the materiality of any information required to
be disclosed solely to satisfy the requirements of Regulation FD.
The Plans and the Disclosure Statements filed as exhibits
hereto may contain certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company assumes no
obligations to update or revise any such forward-looking statements. Such
statements could be subject to risk and uncertainty that exist in the operations
of the Company and the business environment that could render actual outcomes
and results materially different from those predicted. These risks and
uncertainties include, without limitation and in no particular order, the
following factors as well as risks and uncertainties disclosed in the Company's
filings with the Securities and Exchange Commission:
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1. inability to confirm and implement the Plan;
2. inability to satisfy the conditions precedent to the effective date
after confirmation of the Plan;
3. inability to confirm and consummate the Subsidiary Debtors' Plan;
4. the possibility of a slowdown in economic growth or retail sales of the
United States and/or other countries or a recession in the United
States or other countries resulting in a decrease in consumer demands
for the Company's products;
5. exposure to economic and legal uncertainty in foreign countries,
including the possibility of changes in foreign laws and regulations,
currency fluctuations, governmental instability and adverse changes in
monetary and/or tax policies;
6. the Company's ability to successfully introduce new products and to
provide on-time delivery and a satisfactory level of customer service;
7. actions by competitors in existing and/or future lines of businesses
including business combinations, new product offerings and promotional
activities;
8. the concentrated nature of the Company's customer base and the trend by
retailers of increasing the scope of private label or retailer-specific
brands, particularly in appliances;
9. ability of the Company to obtain raw materials and components and the
ability of the Company to contain raw material and component costs;
10. the Company's dependence upon third-party suppliers, vendors and
service providers;
11. the ability of the Company to manufacture, source and deliver high
quality products in a timely matter;
12. weather conditions, including the absence of severe storms such as
hurricanes, which can have an unfavorable impact upon sales of
Powermate generators and certain of the Company's other products;
13. the Company's reliance on the performance of its senior management team
and the ability of the Company to find qualified replacements in the
event the services provided by senior management were no longer
available;
14. the adverse publicity or news coverage relating to the Company and its
Chapter 11 case;
15. inability to maintain sufficient liquidity to finance the Company's
operations and to meet customary covenants under the Company's working
capital facility and financing programs following consummation of the
Plan;
16. inability of the Company to maintain or replace foreign working capital
lines of credit; and
17. inability of the Company to implement its business plan, including
confirmation and consummation of the Subsidiary Debtors' Plan.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 9, 2002
SUNBEAM CORPORATION
By: /s/ Steven R. Isko
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Name: Steven R. Isko
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Sunbeam Corporation's Second Amended Disclosure Statement
99.2 Sunbeam Corporation's Third Amended Plan of Reorganization
99.3 Subsidiary Debtors' Second Amended Disclosure Statement
99.4 Subsidiary Debtors' Third Amended Plan of Reorganization
99.5 Press release of the Company issued on September 9, 2002
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