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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 27, 2002
(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 Subsidiary Debtors' cases are being jointly administered
separately from the case for the Company.
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 27, 2002, the Company filed with the Court unaudited
financial information for the second quarter and six months ended June 30, 2002
(the "Financial Information"), a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference. 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 Company cautions investors and potential investors not to place
undue reliance upon the information contained in the Financial Information and
that such Financial Information were not prepared for the purpose of providing
the basis for an investment decision relating to any of the securities of any of
the Debtors, or any other affiliate of the Company. The Financial Information
was not audited and may be subject to future adjustment and reconciliation.
There can be no assurance that, from the perspective of an investor or potential
investor in the Company's securities, the Financial Information is complete.
Certain statements in this report, including the Financial
Information filed as an exhibit 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:
1. inability to confirm and implement the Company's Third Amended Plan of
Reorganization;
2. inability to satisfy the conditions precedent to the effective date
after confirmation of the Company's Third Amended Plan of
Reorganization;
3. inability to confirm and consummate the Subsidiary Debtors' Third
Amended Plan of Reorganization;
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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
Company's Third Amended Plan of Reorganization;
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' Third Amended
Plan of Reorganization.
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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 27, 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 and Subsidiaries: (1) Condensed
Consolidated Statements Of Operations (Unaudited); (2)
Condensed Consolidated Balance Sheets (Unaudited); and (3)
Condensed Consolidated Statements Of Cash Flows (Unaudited)
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