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 - October 9, 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.
The Court approved the Company's Second Amended Disclosure Statement (the
"Sunbeam Disclosure Statement") and the Subsidiary Debtors' Second Amended
Disclosure Statement (the "Subsidiary Debtors' Disclosure Statement" and
together with the Sunbeam Disclosure Statement, 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 Company's Third Amended Plan of Reorganization (the
"Sunbeam Plan") and the Subsidiary Debtors' Third Amended Plan of Reorganization
(the "Subsidiary Debtors' Plan" and together with the Sunbeam Plan, the
"Plans"). 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 Debtors' Plan and the Subsidiary
Debtors' 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 October 10, 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.
Certain statements in this report, including the Plans and 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:
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;
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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 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: October 10, 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 October 10, 2002
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