SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SUNBEAM CORPORATION
(Name of Subject Company)
SUNBEAM CORPORATION
(Issuer)
ZERO COUPON CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2018
(Title of Class of Securities)
867071 AD4
867071 AA0
867071 AB8
(CUSIP Numbers of Class of Securities)
STEVEN R. ISKO, ESQ.
SUNBEAM CORPORATION
2381 EXECUTIVE CENTER DRIVE
BOCA RATON, FLORIDA 33431
TELEPHONE: (561) 912-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
J. GREGORY MILMOE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
CALCULATION OF FILING FEE
==============================================================================
Transaction Valuation* AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------
$840,070,013 $168,014
==============================================================================
* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING
FEE ONLY. THE AMOUNT ASSUMES THE EXCHANGE OF THE ENTIRE OUTSTANDING
AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF ZERO COUPON CONVERTIBLE
SENIOR SUBORDINATED DEBENTURES DUE 2018 (THE "ZERO DEBENTURES") OF
SUNBEAM CORPORATION ("SUNBEAM") FOR A COMBINATION OF SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF SUNBEAM ("SUNBEAM COMMON
STOCK") AND 11% SENIOR SECURED SUBORDINATED NOTES DUE 2011 OF
SUNBEAM ("SECURED NOTES"). SUNBEAM INTENDS TO ISSUE AN AGGREGATE OF
34,238,000 SHARES OF SUNBEAM COMMON STOCK AND UP TO $348.4 MILLION
AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF SECURED NOTES IN EXCHANGE
FOR THE ENTIRE OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF ZERO
DEBENTURES. BASED ON THE JULY 11, 2000 ACCRETED VALUE OF THE
OUTSTANDING ZERO DEBENTURES, THE TRANSACTION VALUE IS EQUAL TO
$840,070,013. THE AMOUNT OF THE FILING FEE, CALCULATED IN
ACCORDANCE WITH RULE 0-11 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, EQUALS 1/50TH OF ONE PERCENT OF THE TRANSACTION VALUE.
|_| CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE
WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
FILING.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE. FILING PARTY: NOT APPLICABLE.
FORM OR REGISTRATION NO.: NOT APPLICABLE. DATE FILED: NOT APPLICABLE.
|_| CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH
THE STATEMENT RELATES:
|_| THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
|X| ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
|_| GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
|_| AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF A TENDER OFFER: |_|
TENDER OFFER
This Tender Offer Statement on Schedule TO (this "Statement") is
being filed by Sunbeam Corporation ("Sunbeam"), a Delaware corporation,
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in connection with its offer to exchange up
to $2,014 million aggregate principal amount at maturity of Zero Coupon
Convertible Senior Subordinated Debentures due 2018 (the "Zero Debentures")
of Sunbeam, or such lesser principal amount as is properly tendered and not
withdrawn, for 11% Senior Secured Subordinated Notes due 2011 (the "Secured
Notes") of Sunbeam and shares of common stock, par value $.01 per share, of
Sunbeam ("Sunbeam Common Stock") upon the terms and subject to the
conditions set forth in the Offering Circular, dated July 11, 2000 (the
"Offering Circular"), a copy of which is attached hereto as Exhibit (a)(1),
and in the related Letter of Transmittal, a copy of which is attached
hereto as Exhibit (a)(2) (which, as they may be amended or supplemented
from time to time, together constitute the "Offer").
The information in the Offer, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response
to all the items of this Statement, except as otherwise set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offering Circular under the
caption "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The subject company and issuer of the securities subject to
the Offer is Sunbeam Corporation, a Delaware corporation.
(b) The subject class of equity securities is the Zero Coupon
Convertible Senior Subordinated Debentures due 2018 of
Sunbeam Corporation. As of the date of this Statement, there
were outstanding $2,014 million aggregate principal amount
at maturity of the Zero Debentures which, as of such date,
had an accreted value of approximately $840,070,013.
(c) The Zero Debentures are not listed on any national
securities exchange or authorized to be quoted in any
inter-dealer quotation system of any national securities
association. Certain institutions and securities dealers do
provide quotations for and engage in transactions in the
Zero Debentures. However, there is no established trading
market for the Zero Debentures, other than through these
limited or sporadic quotations.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The principal executive offices of the filing person, Sunbeam
Corporation, are located at 2381 Executive Center Drive, Boca Raton,
Florida 33431 and its telephone number is (561) 912-4100.
Pursuant to General Instruction C to Schedule TO promulgated by the
United States Securities and Exchange Commission (the "SEC"), the following
persons are the directors and/or executive officers of Sunbeam:
Jerry W. Levin Chairman and Chief Executive Officer
Bobby G. Jenkins Executive Vice President and Chief Financial Officer
Paul E. Shapiro Executive Vice President and Chief Administrative Officer
Steven R. Isko Senior Vice President and General Counsel
Ronald H. Dunbar Senior Vice President Human Relations
Barbara L. Allen Corporate Secretary
Philip E. Beekman Director
Charles M. Elson Director
Howard Gittis Director
John H. Klein Director
David J. Pecker Director
James D. Robinson III Director
Faith Whittlesey Director
The address of each director and/or executive officer listed above
is c/o Sunbeam Corporation, 2381 Executive Center Drive, Boca Raton,
Florida 33431, and each such person's telephone number is (561) 912-4100.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Offering
Circular captioned "The Exchange Offer" and "Description of
the Secured Notes" is incorporated herein by reference.
(b) None of the securities are to be purchased from any officer,
director, or affiliate of Sunbeam.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS, AND AGREEMENTS.
(a) The information set forth in the section of the Offering
Circular captioned "The Exchange Offer- Agreements Relating
to Sunbeam Securities" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the section of the Offering
Circular captioned "Summary Term Sheet - Why is Sunbeam
Making the Exchange Offer?" is incorporated herein by
reference.
(b) The securities acquired pursuant to the Offer will be retired.
(c)(3) The information set forth in the sections of the Offering
Circular captioned "Summary Term Sheet - Why is Sunbeam
Making the Exchange Offer?" and "Capitalization" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds and other consideration required by
Sunbeam to consummate the Offer and to pay related expenses is
approximately $6.5 million in cash, 34,238,000 shares of Sunbeam Common
Stock and $300.2 million aggregate principal amount at issuance of Secured
Notes ($348.4 million aggregate principal amount at maturity).
Sunbeam expects to obtain the cash required to consummate the
exchange offer through working capital and/or borrowings under its senior
credit agreement. Sunbeam has made no decision with respect to the
repayment or refinancing of indebtedness incurred or to be incurred under
the senior credit agreement and may repay such indebtedness out of its
internally generated funds or from proceeds of a subsequent financing. Any
decisions with respect to such repayment or refinancing will be made based
on a review from time to time of the advisability of particular
transactions, as well as on prevailing interest rates and financial and
economic conditions.
The stock portion of the consideration issuable pursuant to the
Offer consists of newly issued shares of Sunbeam Common Stock. The debt
portion of the consideration issuable pursuant to the Offer consists of
newly issued Secured Notes, to be issued pursuant to an indenture by and
between Sunbeam and The Bank of New York, as trustee. The shares of Sunbeam
Common Stock and Secured Notes to be issued pursuant to the Offer will be
issued in reliance on the exemption from registration provided by Section
3(a)(9) of the Securities Act of 1933, as amended.
In addition to the foregoing, the information set forth in the
section of the Offering Circular captioned "The Exchange Offer - Expenses"
is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) None of the persons named in response to Item 1003 of
Regulation M-A, nor any associates or majority- owned
subsidiaries of such persons, beneficially owns any of the
subject securities.
(b) None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Offering
Circular captioned "The Exchange Offer - Solicitation" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The following financial statements and financial information
are incorporated herein by reference:
(1) The audited consolidated financial statements of
Sunbeam Corporation set forth in Sunbeam's Annual
report on Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No.
0001-000052);
(2) The unaudited condensed consolidated financial
statements of Sunbeam Corporation set forth in
Sunbeam's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000; and
(3) The information set forth in the section of the
Offering Circular captioned "Ratio of Earnings to
Fixed Charges."
Copies of the financial statements incorporated herein by
reference pursuant to clauses (1) and (2) of this paragraph
10(a) can be obtained as provided in the section of the
Offering Circular captioned "Where You Can Find More
Information."
(b) The information set forth in the section of the Offering
Circular captioned "Unaudited Pro Forma Condensed
Consolidated Financial Statements" is incorporated herein by
reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) None.
(2) Sunbeam is required to qualify under the Trust
Indenture Act of 1939, as amended, the indenture
pursuant to which the Secured Notes will be issued.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(b) Other Material Information. None.
ITEM 12. EXHIBITS.
(a)(1) Offering Circular dated July 11, 2000.*
(a)(2) Letter of Transmittal.*
(a)(3) Letter to Clients.*
(a)(4) Letter to Broker-Dealers.*
(a)(5) Notice of Guaranteed Delivery.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(b) None
(d)(1) Indenture to be entered into by and between Sunbeam and
The Bank of New York, as Trustee, with respect
to the 11% Senior Secured Subordinated Notes due 2011.*
(d)(2) Intercreditor Agreement to be entered into by and among
First Union National Bank, The Bank of New York and Sunbeam.*
(d)(3) Junior Pledge and Security Agreement to be entered into by
and between Sunbeam and The Bank of New York, as Trustee for
the holders of the Secured Notes.*
(d)(4) Registration Rights Agreement to be entered into by Sunbeam
and the Holders referred to therein.*
(d)(5) Certificate of Designation, Preferences and Rights of Series A
Participating Preferred Stock of Sunbeam.*
(d)(6) Indenture, dated as of March 25, 1998, by and between Sunbeam
and the Bank of New York, as Trustee, with respect to the Zero
Coupon Convertible Senior Subordinated Debentures due 2018.(2)
(d)(7) Registration Rights Agreement, dated as of March 29, 1998, by
and between Sunbeam and Coleman (Parent) Holdings, Inc.(3)
(d)(8) Settlement Agreement, dated as of August 12, 1998, by and
between Sunbeam and Coleman (Parent) Holdings, Inc.(4)
(d)(9) Amendment to Registration Rights Agreement, dated as of
August 12, 1998, by and between Sunbeam and Coleman (Parent)
Holding, Inc.(7)
(d)(10) Employment Agreement, dated as of February 20, 1998, by and
between Sunbeam and Albert J. Dunlap.(1)
(d)(11) Employment Agreement, dated as of February 20, 1998, by and
between Sunbeam and Russell A. Kersh.(1)
(d)(12) Employment Agreement, dated as of February 20, 1998, by and
between Sunbeam and David C. Fannin.(1)
(d)(13) Employment Agreement, dated as of June 15, 1998, by and
between Sunbeam and Jerry W. Levin.(5)
(d)(14) Employment Agreement, dated as of June 15, 1998, by and
between Sunbeam and Paul Shapiro.(5)
(d)(15) Employment Agreement, dated as of June 15, 1998,
by and between Sunbeam and Bobby Jenkins.(5)
(d)(16) Agreement, dated as of August 20, 1998, by and between Sunbeam
and David Fannin.(5)
(d)(17) Employment Agreement, dated as of January 3,
2000, by and between Sunbeam and Jerry W. Levin.(11)
(d)(18) Employment Agreement, dated as of January 3, 2000, by and
between Sunbeam and Paul E. Shapiro.(11)
(d)(19) Employment Agreement, dated as of January 3, 2000, by and
between Sunbeam and Bobby G. Jenkins.(11)
(d)(20) Sunbeam Executive Benefit Replacement Plan.(1)
(d)(21) Amended and Restated Sunbeam Corporation Stock Option
Plan.(7)
(d)(22) Performance Based Compensation Plan.(1)
(d)(23) Sunbeam Corporation Management Incentive Compensation
Plan.(7)
(d)(24) Sunbeam Corporation Stock Option Repricing Plan.(7)
(d)(25) Credit Agreement, dated as of March 30, 1998, among Sunbeam,
the Subsidiary Borrower referred to therein, the Lenders party
thereto, Morgan Stanley Senior Funding, Inc., Bank of America
National Trust and Savings Association and First Union National
Bank.(2)
(d)(26) First Amendment to Credit Agreement, dated as of May 8, 1998,
among Sunbeam, the Subsidiary Borrower referred to therein, the
Lenders party thereto, Morgan Stanley Senior Funding, Inc.,
Bank America National Trust and Savings Association and First
Union National Bank.(2)
(d)(27) Second Amendment to Credit Agreement, dated as of June 30, 1998,
among Sunbeam, the Subsidiary Borrower referred to therein,
the Lenders party thereto, Morgan Stanley Senior Funding, Inc.,
Bank America National Trust and Savings Association and First
Union National Bank.(5)
(d)(28) Third Amendment to Credit Agreement, dated as of October 19,
1998, among Sunbeam, the Subsidiary Borrower referred to
therein, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., Bank America National Trust and Savings
Association and First Union National Bank.(5)
(d)(29) Fourth Amendment to Credit Agreement, dated as of April 10,
1999, among Sunbeam, the Subsidiary Borrower referred to
therein, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., Bank America National Trust and Savings
Association and First Union National Bank.(7)
(d)(30) Fifth Amendment to Credit Agreement, Third Waiver and
Agreement, dated April 15, 1999, among Sunbeam, the Subsidiary
Borrower referred to therein, the Lenders party thereto, Morgan
Stanley Senior Funding, Inc., Bank America National Trust and
Savings Association and First Union National Bank.(6)
(d)(31) Sixth Amendment to Credit Agreement, dated as of May 25, 1999,
among Sunbeam, the Subsidiary Borrower referred to therein, the
Lenders party thereto, Morgan Stanley Senior Funding, Inc., Bank
America National Trust and Savings Association and First
Union National Bank.(9)
(d)(32) Seventh Amendment to Credit Agreement, dated as of October 25,
1999, among Sunbeam, the Subsidiary Borrower referred to
therein, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., Bank America National Trust and Savings
Association and First Union National Bank.(8)
(d)(33) Eighth Amendment to Credit Agreement, dated as of November 16,
1999, among Sunbeam, the Subsidiary Borrower referred to
therein, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., Bank America National Trust and Savings
Association and First Union National Bank.(8)
(d)(34 Ninth Amendment to Credit Agreement, dated as of November 30,
1999, among Sunbeam, the Subsidiary Borrower referred to
therein, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., Bank America National Trust and Savings
Association and First Union National Bank.(10)
(d)(35) Tenth Amendment to Credit Agreement, dated as of April 10, 2000,
among Sunbeam, the Subsidiary Borrower referred to therein, the
Lenders party thereto, Morgan Stanley Senior Funding, Inc.,
Bank America National Trust and Savings Association and First
Union National Bank.(11)
(d)(36) Eleventh Amendment to Credit Agreement and Twelfth Waiver,
dated as of July 6, 2000, among Sunbeam, the Subsidiary
Borrower referred to therein, the Lenders party thereto,
Morgan Stanley Senior Funding, Inc., Bank America National
Trust and Savings Association and First Union National
Bank.*
(g) None
(h) None
- -------------------
* Filed herewith.
(1) Incorporated by reference to Sunbeam's Annual Report on Form 10-K
for the fiscal year ended December 28, 1997.
(2) Incorporated by reference to Sunbeam's Report on Quarterly Form
10-Q/A for the fiscal quarter ended March 30, 1998.
(3) Incorporated by reference to Sunbeam's Current Report on Form 8-K
filed April 13, 1998.
(4) Incorporated by reference to Sunbeam's Current Report on Form 8-K
filed August 14, 1998.
(5) Incorporated by reference to Sunbeam's Annual Report on Form 10-K/A
for the fiscal year ending December 28, 1997 (filed November 12,
1998).
(6) Incorporated by reference to the Annual Report on Form 10-K of The
Coleman Company, Inc. for the fiscal year ended December 31, 1998
(filed April 15, 1999).
(7) Incorporated by reference to Sunbeam's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1998.
(8) Incorporated by reference to Sunbeam's Current Report on Form 8-K
filed November 19, 1999.
(9) Incorporated by reference to Sunbeam's Registration Statement on
Form S-1 (Commission File No. 333-71819) (filed February 4, 1999).
(10) Incorporated by reference to Sunbeam's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999.
(11) Incorporated by reference to Sunbeam's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SUNBEAM CORPORATION
/s/ Steven R. Isko
---------------------------
Steven R. Isko
Senior Vice President and
General Counsel
July 11, 2000