LETTER OF TRANSMITTAL
SUNBEAM CORPORATION
OFFER TO EXCHANGE
COMMON STOCK AND 11% SENIOR SECURED SUBORDINATED NOTES DUE 2011
PURSUANT TO THE OFFERING CIRCULAR, DATED JULY 11, 2000,
FOR ALL ISSUED AND OUTSTANDING
ZERO COUPON CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2018
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 7, 2000, UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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The Exchange Agent for the Exchange Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Regular or Certified Mail: By Facsimile: By Overnight Courier or Hand:
(Eligible Guarantor Institutions Only)
American Stock Transfer American Stock Transfer
& Trust Company (718) 234-5001 & Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, NY 10005 To Confirm by Telephone New York, NY 10005
Attention: Joe Wolf or for Information Call: Attention: Joe Wolf
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
THOSE LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR ZERO
DEBENTURES.
By signing this Letter of Transmittal, you hereby acknowledge that
you have received and reviewed the Offering Circular, dated July 11, 2000
(the "Offering Circular"), of Sunbeam Corporation ("Sunbeam") and this
Letter of Transmittal. The Offering Circular, together with this Letter of
Transmittal, constitutes Sunbeam's offer to exchange up to 34, 238,000
shares of common stock, par value $.01 per share, of Sunbeam ("Sunbeam
Common Stock") and an aggregate principal amount at maturity of up to
$348,422,000 of Sunbeam's 11% Senior Secured Subordinated Notes due 2011
(the "Secured Notes") for up to all of Sunbeam's issued and outstanding
Zero Coupon Convertible Senior Subordinated Debentures due 2018 (the "Zero
Debentures"). This Exchange Offer is being extended to all holders of the
Zero Debentures.
If you decide to tender your Zero Debentures, and we accept the
Zero Debentures, this will constitute a binding agreement between you and
Sunbeam, subject to the terms and conditions set forth in the Offering
Circular and this Letter of Transmittal. Unless you comply with the
procedures described in the Offering Circular under the caption "The
Exchange Offer - Guaranteed Delivery Procedures," you must do one of the
following on or prior to the expiration of the Exchange Offer to
participate in the Exchange Offer:
o tender your Zero Debentures by sending the certificates for your
Zero Debentures, in proper form for transfer, a properly completed
and duly executed Letter of Transmittal, with any required
signature guarantees, and all other documents required by this
Letter of Transmittal to the Exchange Agent at one of the addresses
listed above; or
o tender your Zero Debentures by using the book-entry transfer
procedures described in the Offering Circular under the caption
"The Exchange Offer - Book-Entry Transfer," and transmitting this
Letter of Transmittal, with any required signature guarantees, or
an Agent's Message (as defined below) instead of this Letter of
Transmittal to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your
Zero Debentures in the Exchange Offer, the Exchange Agent must receive a
confirmation of book-entry transfer (a "Book-Entry Confirmation") of your
Zero Debentures into the Exchange Agent's account at The Depository Trust
Company prior to the expiration of the Exchange Offer. The term "Agent's
Message" means a message, transmitted by The Depository Trust Company and
received by the Exchange Agent and forming a part of the Book-Entry
Confirmation, which states that The Depository Trust Company has received
an express acknowledgment from you that you have received and have agreed
to be bound by the terms of this Letter of Transmittal. If you use this
procedure, we may enforce the Letter of Transmittal against you.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If you are a holder of the Zero Debentures and wish to tender your
Zero Debentures in the Exchange Offer, but (1) the Zero Debentures are not
immediately available, (2) time will not permit your Zero Debentures or
other required documents to reach the Exchange Agent before the expiration
of the Exchange Offer, or (3) the procedure for book-entry transfer cannot
be completed prior to the expiration of the Exchange Offer, you may tender
the Zero Debentures by following the procedures described in the Offering
Circular under the caption "The Exchange Offer - Guaranteed Delivery
Procedures."
Only registered holders of the Zero Debentures - which term, for
purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the owner of the Zero Debentures - are entitled to tender their
Zero Debentures for exchange in the Exchange Offer. If you are a beneficial
owner whose Zero Debentures are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender your
Zero Debentures in the Exchange Offer, you should promptly contact the
person in whose name the Zero Debentures are registered and instruct that
person to tender on your behalf. If you wish to tender in the Exchange
Offer on your own behalf, prior to completing and executing this Letter of
Transmittal and delivering the certificates for your Zero Debentures, you
must either make appropriate arrangements to register ownership of the Zero
Debentures in your name or obtain a properly completed bond power from the
person in whose name the Zero Debentures are registered.
YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A
REGISTERED HOLDER OF ZERO DEBENTURES - WHICH TERM, FOR PURPOSES OF THIS
LETTER OF TRANSMITTAL, INCLUDES ANY PARTICIPANT IN THE DEPOSITORY TRUST
COMPANY'S SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE
OWNER OF THE ZERO DEBENTURES - AND EITHER (1) YOU WISH TO TENDER THE
CERTIFICATES REPRESENTING YOUR ZERO DEBENTURES TO THE EXCHANGE AGENT
TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO TENDER YOUR
ZERO DEBENTURES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
THE DEPOSITORY TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF
TRANSMITTAL TO THE EXCHANGE AGENT INSTEAD OF AN AGENT'S MESSAGE.
In order to properly complete this Letter of Transmittal, you must:
(1) complete the box entitled "Description of Zero Debentures Tendered,"
(2) if appropriate, check and complete the boxes relating to book-entry
transfer and guaranteed delivery and the boxes entitled "Special Issuance
Instructions" and "Special Delivery Instructions," (3) sign this Letter of
Transmittal by completing the box entitled "Sign Here" and (4) complete the
box entitled "Substitute Form W-9." By completing the box entitled
"Description of Zero Debentures Tendered" and signing below, you will have
tendered your Zero Debentures for exchange on the terms and conditions
described in the Offering Circular and this Letter of Transmittal. You
should read the detailed instructions below before completing this Letter
of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF THE ZERO DEBENTURES
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DESCRIPTION OF ZERO DEBENTURES TENDERED
NAME AND ADDRESS
OF REGISTERED HOLDER 1 2 3
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AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
AT MATURITY AMOUNT
CERTIFICATE OF ZERO AT MATURITY
NUMBER(S)* DEBENTURE(S) TENDERED**
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
TOTAL:
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* Need not be completed by holders who tender by book-entry transfer.
** Zero Debentures tendered by this Letter of Transmittal must be in
denominations of $1,000 principal amount at maturity and any
integral multiple thereof. Unless otherwise indicated in column 3,
a holder will be deemed to have tendered ALL of the Zero Debentures
represented by the certificate(s) listed in column 1. See
Instruction 4.
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BOXES BELOW TO BE CHECKED AS APPLICABLE
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|_| CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR ZERO DEBENTURES
IS BEING TENDERED WITH THIS LETTER OF TRANSMITTAL.
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|_| CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR ZERO DEBENTURES
HAS BEEN LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN
OBTAINING A NEW CERTIFICATE(S).
Certificate Number(s) __________________________________
Principal Amount(s) at Maturity Represented___________________________
You must contact the Exchange Agent to obtain instructions for
replacing lost, destroyed or stolen certificate(s) representing
Zero Debentures. (See Instruction 12)
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BOXES BELOW TO BE CHECKED AS APPLICABLE
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6) (SEE INSTRUCTIONS 1, 5 AND 6)
TO BE COMPLETED ONLY IF SECURED NOTES AND SUNBEAM TO BE COMPLETED ONLY IF SECURED NOTES AND SUNBEAM
COMMON STOCK OR ZERO DEBENTURES NOT TENDERED OR COMMON STOCK OR ZERO DEBENTURES NOT TENDERED OR
EXCHANGED ARE TO BE ISSUED IN THE NAME OF SOMEONE EXCHANGED ARE TO BE DELIVERED TO SOMEONE OTHER THAN
OTHER THAN THE REGISTERED HOLDER OF THE ZERO DEBENTURES THE REGISTERED HOLDER OF THE ZERO DEBENTURES
WHOSE NAME(S) APPEAR BELOW WHOSE NAME(S) APPEAR(S) BELOW OR TO THE
REGISTERED HOLDER AT AN ADDRESS OTHER THAN THAT
SHOWN BELOW
|_| Secured Note(s) and Sunbeam Common Stock to: |_| Secured Note(s) and Sunbeam Common Stock to:
|_| Zero Debenture(s) to: |_| Zero Debenture(s) to:
Name ___________________________________________ Name ___________________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address__________________________________________ Address__________________________________________
_________________________________________________ _________________________________________________
(ZIP CODE) (ZIP CODE)
Telephone Number ( ) - Telephone Number ( ) -
_________________________________ _________________________________________________
_________________________________________________ _________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.) (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE INSTRUCTION 9) (SEE INSTRUCTION 9)
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|_| CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED ZERO DEBENTURES ARE BEING DELIVERED UNDER A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)______________________________________
Window Ticket Number (if any)________________________________________
Date of Execution of Notice of Guaranteed Delivery___________________
Name of Institution Which Guaranteed Delivery________________________
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution________________________________________
Account Number_______________________________________________________
Transaction Code Number______________________________________________
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BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
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|_| CHECK HERE IF TENDERED ZERO DEBENTURES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE
DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution________________________________________
Account Number_______________________________________________________
Transaction Code Number______________________________________________
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|_| CHECK HERE IF THE ZERO DEBENTURES THAT ARE NOT TENDERED OR NOT
EXCHANGED ARE TO BE RETURNED BY CREDITING THE DEPOSITORY TRUST
COMPANY ACCOUNT NUMBER INDICATED ABOVE.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
as described in the Offering Circular and this Letter of Transmittal, I
hereby tender to Sunbeam Corporation the aggregate principal amount at
maturity of the Zero Debentures described above in the box entitled
"Description of Zero Debentures Tendered" in exchange for 17 shares of
Sunbeam Common Stock and $173.00 principal amount at maturity of Secured
Notes for each $1,000 principal amount at maturity of Zero Debentures
tendered for exchange.
Subject to and effective upon the acceptance for exchange of all or
any portion of the Zero Debentures tendered by this Letter of Transmittal
in accordance with the terms and conditions of the Exchange Offer -
including, if the Exchange Offer is extended or amended, the terms and
conditions of any extension or amendment - I hereby sell, assign and
transfer to, or upon the order of, Sunbeam all right, title and interest in
and to the Zero Debentures tendered by this Letter of Transmittal. I hereby
irrevocably constitute and appoint the Exchange Agent as my agent and
attorney-in-fact - with full knowledge that the Exchange Agent is also
acting as the agent of Sunbeam in connection with the Exchange Offer - with
respect to the tendered Zero Debentures, with full power of substitution,
such power of attorney being deemed to be an irrevocable power coupled with
an interest, subject only to the right of withdrawal described in the
Offering Circular, to (1) deliver certificates for the tendered Zero
Debentures to Sunbeam together with all accompanying evidences of transfer
and authenticity to, or upon the order of, Sunbeam, upon receipt by the
Exchange Agent, as my agent, of the Secured Notes to be issued in exchange
for the tendered Zero Debentures, (2) present certificates for the tendered
Zero Debentures for transfer, and to transfer the tendered Zero Debentures
on the books of Sunbeam, and (3) receive for the account of Sunbeam all
benefits and otherwise exercise all rights of ownership of the tendered
Zero Debentures, all in accordance with the terms and conditions of the
Exchange Offer.
I hereby represent and warrant that I have full power and authority
to tender, sell, assign and transfer the Zero Debentures tendered by this
Letter of Transmittal and that, when the tendered Zero Debentures are
accepted for exchange, Sunbeam will acquire good, marketable and
unencumbered title to the tendered Zero Debentures, free and clear of all
liens, restrictions, charges and encumbrances, and that the tendered Zero
Debentures are not subject to any adverse claims or proxies. I will, upon
request, execute and deliver any additional documents deemed by Sunbeam or
the Exchange Agent to be necessary or desirable to complete the exchange,
sale, assignment and transfer of the Zero Debentures tendered by this
Letter of Transmittal. I have read and I agree to all of the terms of the
Exchange Offer.
The name(s) and address(es) of the registered holder(s) - which
term, for purposes of this Letter of Transmittal, includes any participant
in The Depository Trust Company's system whose name appears on a security
position listing as the holder of the Zero Debentures - of the Zero
Debentures tendered by this Letter of Transmittal are printed above as they
appear on the certificate(s) representing the Zero Debentures. The
certificate number(s) and the Zero Debentures that I wish to tender are
indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled
"Special Issuance Instructions" above, I hereby direct that the Secured
Notes and Sunbeam Common Stock be issued in the name(s) of the undersigned
or, in the case of a book-entry transfer of Zero Debentures, that the
Secured Notes and Sunbeam Common Stock be credited to the account indicated
above maintained with The Depository Trust Company. Similarly, unless I
have otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the Secured Notes and Sunbeam Common
Stock be delivered to the address shown below my signature.
If I have (1) tendered any Zero Debentures that are not exchanged
in the Exchange Offer for any reason or (2) submitted certificates for more
Zero Debentures than I wish to tender, unless I have otherwise indicated by
completing the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions," I hereby direct that certificates for any Zero
Debentures that are not tendered or not exchanged should be issued in the
name of the undersigned, if applicable, and delivered to the address shown
below my signature or, in the case of a book-entry transfer of Zero
Debentures, that Zero Debentures that are not tendered or not exchanged be
credited to the account indicated above maintained with The Depository
Trust Company, in each case, at Sunbeam's expense, promptly following the
expiration or termination of the Exchange Offer.
I understand that if I decide to tender Zero Debentures, and
Sunbeam accepts the Zero Debentures for exchange, this will constitute a
binding agreement between me and Sunbeam, subject to the terms and
conditions set forth in the Offering Circular and this Letter of
Transmittal.
I also recognize that, under certain circumstances described in the
Offering Circular under the caption "The Exchange Offer - Conditions to the
Exchange Offer," Sunbeam may not be required to accept for exchange any
Zero Debentures tendered by this Letter of Transmittal.
By tendering Debentures and executing this Letter of Transmittal,
or delivering an Agent's Message instead of this Letter of Transmittal, I
hereby release and waive any and all claims or causes of action of any kind
whatsoever, whether known or unknown, that, directly or indirectly, arise
out of, are based upon or are in any manner connected with my or my
successors' and assigns' ownership or acquisition of the Zero Debentures,
including any related transaction, event, circumstance, action, failure to
act or occurrence of any sort or type, whether known or unknown, including
without limitation any approval or acceptance given or denied, which
occurred, existed, was taken, permitted or begun prior to the date of such
release, in each case, that I, my successors and my assigns have or may
have had against (i) Sunbeam, its subsidiaries, its affiliates and its
stockholders, and (ii) the directors, officers, employees, attorneys,
accountants, advisors, agents and representatives, in each case whether
current or former, of Sunbeam, its subsidiaries, its affiliates and its
stockholders, whether those claims arise under federal or state securities
laws or otherwise.
Sunbeam will not issue fractional shares of Sunbeam Common Stock in
the Exchange Offer. Instead of receiving a fractional share of Sunbeam
Common Stock, each Zero Debenture holder who would otherwise be entitled to
a fractional share will receive a number of whole shares determined by
rounding up or down to the nearest whole number. Similarly, Secured Notes
to be issued in the Exchange Offer will be issued only in denominations of
$1,000 principal amount at maturity and integral multiples thereof. Any
tendering Zero Debenture holder who otherwise would be entitled to receive
a Secured Note with a principal amount at maturity that is less than $1,000
or that is not an integral multiple of $1,000, will instead receive, at
Sunbeam's election, cash (without interest) or shares of Sunbeam common
stock (rounded up or down to the nearest whole number of shares), in each
case, having a value equal to the principal amount at issuance of such
"fractional" Secured Note. In the event that Sunbeam elects to issue shares
of Sunbeam Common Stock in satisfaction of fractional Secured Notes, the
number of shares you receive will be based on the average closing price of
the Sunbeam Common Stock, as reported on the New York Stock Exchange, Inc.
Composite Transactions Tape, for the ten trading days immediately preceding
the date of issuance.
All authority conferred in or agreed to be conferred in this Letter
of Transmittal will survive my death or incapacity, and any obligation of
mine under this Letter of Transmittal will be binding upon my heirs,
executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns. Except as stated
in the Offering Circular, this tender is irrevocable.
SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s) -
which term, for purposes of this Letter of Transmittal, includes any
participant in The Depository Trust Company's system whose name appears on
a security position listing as the holder of the Zero Debentures - exactly
as the name(s) of the registered holder(s) appear(s) on the certificate(s)
for the Zero Debentures tendered or on the register of holders maintained
by Sunbeam, or (2) by any person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted with this Letter of
Transmittal - including any opinions of counsel, certifications and other
information as may be required by Sunbeam for the Zero Debentures to comply
with the restrictions on transfer, if any, applicable to the Zero
Debentures. If the signature below is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
another acting in a similar fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.
______________________________________________________________________________
SIGNATURE(S) OF ZERO DEBENTURE HOLDER(S)
DATED: ________________________________________________________________, 2000
NAME(S)_______________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT)
CAPACITY______________________________________________________________________
ADDRESS_______________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
TAX IDENTIFICATION OR
SOCIAL SECURITY NO.___________________________________________________________
(SEE INSTRUCTION 9)
AREA CODE AND TELEPHONE NO.___________________________________________________
______________________________________________________________________________
SIGNATURE(S) GUARANTEED
(SEE INSTRUCTION 2, IF REQUIRED)
ELIGIBLE GUARANTOR INSTITUTION________________________________________________
OFFICIAL SIGNATURE____________________________________________________________
DATED:__________________________________________________________________, 1999
PAYOR'S NAME: THE BANK OF NEW YORK
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR
FORM W-9 TAXPAYER IDENTIFICATION NUMBER TIN_______________________
("TIN") IN THE BOX AT RIGHT AND (SOCIAL SECURITY NUMBER
CERTIFY THAT IT IS CORRECT BY OR EMPLOYER IDENTIFICATION
SIGNING AND DATING BELOW. NUMBER)
DEPARTMENT OF THE TREASURY PART 2 - CHECK THE BOX IF YOU ARE NOT
INTERNAL REVENUE SERVICE SUBJECT TO BACKUP WITHHOLDING UNDER THE
PROVISIONS OF SECTION 340(A)(1)(C) OF
THE INTERNAL REVENUE CODE BECAUSE
EITHER (1) YOU ARE EXEMPT FROM BACKUP
WITHHOLDING, (2) YOU HAVE NOT BEEN
NOTIFIED THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING AS A RESULT OF
FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS OR (3) THE INTERNAL REVENUE
SERVICE HAS NOTIFIED YOU THAT YOU ARE
NO LONGER SUBJECT TO BACKUP
WITHHOLDING. |_|
PAYOR'S REQUEST FOR TAXPAYER CERTIFICATION - UNDER THE PART 3
IDENTIFICATION NUMBER PENALTIES OF PERJURY, __
I CERTIFY THAT THE INFORMATION AWAITING TIN /_/
PROVIDED ON THIS FORM IS TRUE,
CORRECT AND COMPLETE.
SIGNATURE_____________________
DATE_____________________,1999
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the exchange, 31% of all reportable payments made to me thereafter
will be withheld until I provide a number.
____________________________________________ ___________________________
Signature Date
CERTIFICATE INSTRUCTIONS: You must not check the box in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, then you may check the box in Part 2
above.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS.
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP
WITHHOLDING.
PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES;
GUARANTEED DELIVERY PROCEDURES. You must complete this Letter of
Transmittal if you are a holder of Zero Debentures - which term, for
purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Zero Debentures - and either (1) you wish to
tender the certificates representing your Zero Debentures to the Exchange
Agent together with this Letter of Transmittal or (2) you wish to tender
your Zero Debentures by book-entry transfer to the Exchange Agent's account
at The Depository Trust Company and you elect to submit this Letter of
Transmittal to the Exchange Agent instead of an Agent's Message. In order
to constitute a valid tender of your Zero Debentures, unless you comply
with the procedures for Guaranteed Delivery described below, the Exchange
Agent must receive the following documents at one of the addresses listed
above on or prior to the expiration of the Exchange Offer: (1) certificates
for the Zero Debentures, in proper form for transfer, or Book-Entry
Confirmation of transfer of the Zero Debentures into the Exchange Agent's
account at The Depository Trust Company, (2) a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, or,
in the case of a Book-Entry Confirmation, an Agent's Message instead of
this Letter of Transmittal, and (3) all other documents required by this
Letter of Transmittal. Zero Debentures tendered in the Exchange Offer must
be in denominations of $1,000 principal amount at maturity and any integral
multiple thereof.
If you are a holder of the Zero Debentures and wish to tender your
Zero Debentures, but (1) the certificates for Zero Debentures are not
immediately available, (2) time will not permit your certificates for Zero
Debentures or other required documents to reach the Exchange Agent before
the expiration of the Exchange Offer, or (3) the procedure for book-entry
transfer cannot be completed prior to the expiration of the Exchange Offer,
you may effect a tender if: (1) the tender is made through an Eligible
Guarantor Institution (as defined below); (2) prior to the expiration of
the Exchange Offer, the Exchange Agent receives from an Eligible Guarantor
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form we have provided, setting forth your
name and address and the amount of Zero Debentures you are tendering and
stating that the tender is being made by Notice of Guaranteed Delivery; and
(3) the Exchange Agent receives within three New York Stock Exchange, Inc.
("NYSE") trading days after the date of execution of the Notice of
Guaranteed Delivery: (a) the certificates for all physically tendered Zero
Debentures, in proper form for transfer, or a Book-Entry Confirmation of
transfer of the Zero Debentures into the Exchange Agent's account at The
Depository Trust Company, as the case may be, (b) a properly completed and
duly executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a Book-Entry Confirmation, an Agent's
Message instead of the Letter of Transmittal, and (c) all other documents
required by the Letter of Transmittal. The Notice of Guaranteed Delivery
may be sent by overnight courier, hand delivery, registered or certified
mail or facsimile transmission and must include a guarantee by an Eligible
Guarantor Institution in the form set forth in the Notice.
THE METHOD OF DELIVERY OF CERTIFICATES FOR ZERO DEBENTURES, LETTERS
OF TRANSMITTAL, AGENT'S MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT
YOUR ELECTION. IF YOU DELIVER YOUR DEBENTURES BY MAIL, WE RECOMMEND
REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL
CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. PLEASE
SEND CERTIFICATES FOR ZERO DEBENTURES, LETTERS OF TRANSMITTAL, AGENT'S
MESSAGES OR OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT AT ONE OF THE
ADDRESSES LISTED ABOVE. PLEASE DO NOT SEND THESE DOCUMENTS TO SUNBEAM.
Sunbeam will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of this Letter of Transmittal
or delivery of an Agent's Message instead of the Letter of Transmittal,
waives any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter
of Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered
holder - which term, for purposes of this Letter of
Transmittal, includes any participant in The Depository
Trust Company's system whose name appears on a security
position listing as the owner of the Zero Debentures - of
Zero Debentures tendered with this Letter of Transmittal,
unless such holder(s) has completed either the box entitled
"Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above, or
(b) the Zero Debentures are tendered for the account of a firm
that is an Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must
guarantee the signature(s) on this Letter of Transmittal. See Instruction
5.
An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) means:
o Banks (as defined in Section 3(a) of the Federal Deposit
Insurance Act);
o Brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers and
government securities brokers (as defined in the Exchange
Act);
o Credit unions (as defined in Section 19B(1)(A) of the
Federal Reserve Act);
o National securities exchanges, registered securities
associations and clearing agencies (as these terms are
defined in the Exchange Act); and
o Savings associations (as defined in Section 3(b) of the
Federal Deposit Insurance Act).
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Zero Debentures Tendered" is inadequate, the certificate
number(s) and/or the principal amount at maturity of Zero Debentures and
any other required information should be listed on a separate signed
schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Zero
Debentures will be accepted only in denominations of $1,000 principal
amount at maturity and integral multiples thereof. If you are tendering
less than all of the Zero Debentures evidenced by any certificate you are
submitting, please fill in the principal amount at maturity of Zero
Debentures which are to be tendered in column 3 ("Principal Amount at
Maturity of Zero Debentures Tendered") of the box entitled "Description of
Zero Debentures Tendered." In that case, unless you have otherwise
indicated by completing the boxes entitled "Special Issuance Instructions"
or "Special Delivery Instructions", new certificate(s) for the remainder of
the Zero Debentures that were evidenced by your old certificate(s) will be
sent to the registered holder of the Zero Debentures, promptly after the
expiration of the Exchange Offer. All Zero Debentures represented by
certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided in this Letter of Transmittal, tenders
of Zero Debentures may be withdrawn (i) at any time on or prior to the
expiration of the Exchange Offer or (ii) from and after September 5, 2000
if we have not accepted the tendered Zero Debentures for exchange by that
date. For a withdrawal pursuant to clause (i) to be effective, a written
notice of withdrawal must be received by the Exchange Agent prior to the
expiration of the Exchange Offer at one of the addresses listed above. Any
notice of withdrawal must specify the name of the person who tendered the
Zero Debentures to be withdrawn, identify the Zero Debentures to be
withdrawn, including the principal amount at maturity of the Zero
Debentures, and, where certificates for Zero Debentures have been
transmitted, specify the name in which the Zero Debentures are registered,
if different from that of the withdrawing holder. If certificates for Zero
Debentures have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of the certificates, the withdrawing
holder must also submit the serial numbers of the particular certificates
to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Guarantor Institution unless the holder is an
Eligible Guarantor Institution. If Zero Debentures have been tendered using
the procedure for book-entry transfer described in the Offering Circular
under the caption "The Exchange Offer - Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at The
Depository Trust Company to be credited with the withdrawn Zero Debentures
and otherwise comply with the procedures of the book-entry transfer
facility. All questions as to the validity, form and eligibility -
including time of receipt - of these notices will be determined by Sunbeam.
Any such determination will be final and binding. Any Zero Debentures so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Zero Debentures which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non- acceptance of tender or termination of
the Exchange Offer. In the case of Zero Debentures tendered using the
procedure for book-entry transfer described in the Offering Circular under
the caption "The Exchange Offer - Book-Entry Transfer," the Zero Debentures
will be credited to the tendering holder's account with The Depository
Trust Company. Properly withdrawn Zero Debentures may be retendered at any
time on or prior to the expiration of the Exchange Offer by following one
of the procedures described in the Offering Circular under the caption "The
Exchange Offer - Procedures for Tendering Zero Debentures."
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Zero Debentures tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever.
If any of the Zero Debentures tendered hereby are registered in the
name of two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any tendered Zero Debentures are registered in different name(s)
on several certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registered
holders.
When this Letter of Transmittal is signed by the registered
holder(s) of the Zero Debentures listed and transmitted by this Letter of
Transmittal, no endorsement(s) of certificate(s) or separate bond power(s)
are required unless Secured Notes and/or shares of Sunbeam Common Stock are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on the certificate(s) or bond power(s) must be guaranteed by
an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Zero
Debentures signs the Letter of Transmittal, certificates for the Zero
Debentures must be endorsed or accompanied by appropriate bond powers,
signed exactly as the name or names of the registered holder(s) that
appears on the certificates for the Zero Debentures and also must be
accompanied by any opinions of counsel, certifications and other
information as Sunbeam may require in accordance with the restrictions on
transfer, if any, applicable to the Zero Debentures. Signatures on
certificates or bond powers must be guaranteed by an Eligible Guarantor
Institution.
If you are a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or act in a similar fiduciary
or representative capacity, and wish to sign this Letter of Transmittal or
any certificates for Zero Debentures or bond powers, you must indicate your
status when signing. If you are acting in any of these capacities, you must
submit proper evidence satisfactory to us of your authority to so act
unless we waive this requirement.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Secured Notes
and/or shares of Sunbeam Common Stock are to be issued in the name of a
person other than the signer of this Letter of Transmittal, or if Secured
Notes and/or shares of Sunbeam Common Stock are to be delivered to someone
other than the signer of this Letter of Transmittal or to an address other
than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Zero Debentures not exchanged will be
returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained with The Depository Trust Company. See
Instruction 4.
7. IRREGULARITIES. All questions as to the validity, form,
eligibility - including time of receipt - and acceptance of Zero Debentures
tendered for exchange will be determined by Sunbeam in its sole discretion.
Our determination will be final and binding. We reserve the absolute right
to reject any and all tenders of Zero Debentures improperly tendered or to
not accept any Zero Debentures, the acceptance of which might be unlawful
as determined by us or our counsel. We also reserve the absolute right to
waive any defects or irregularities or conditions of the Exchange Offer as
to any Zero Debentures either before or after the expiration of the
Exchange Offer - including the right to waive the ineligibility of any
holder who seeks to tender Zero Debentures in the Exchange Offer. Our
interpretation of the terms and conditions of the Exchange Offer as to any
particular Zero Debentures either before or after the expiration of the
Exchange Offer - including the terms and conditions of the Letter of
Transmittal and the accompanying instructions - will be final and binding.
Unless waived, any defects or irregularities in connection with tenders of
Zero Debentures for exchange must be cured within a reasonable period of
time, as determined by us. Neither we, the Exchange Agent nor any other
person has any duty to give notification of any defect or irregularity with
respect to any tender of Zero Debentures for exchange, nor will we have any
liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent
at the addresses and telephone number listed on the front of this Letter of
Transmittal or from MacKenzie Partners, Inc., the Information Agent for the
Exchange Offer, at the address and telephone numbers set forth in the
Offering Circular. Additional copies of the Offering Circular, this Letter
of Transmittal or the Notice of Guaranteed Delivery may be obtained from
the Exchange Agent, the Information Agent or from your broker, dealer,
commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal
income tax law, a holder whose tendered Zero Debentures are accepted for
exchange is required to provide the Exchange Agent with the holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9
above. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service may subject the holder or other payee to a $50
penalty. In addition, cash payments, if any, to such holders or other
payees with respect to Zero Debentures exchanged in the Exchange Offer may
be subject to 31% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the holder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number above in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent. The Exchange
Agent will retain all amounts withheld during the 60-day period following
the date of the Substitute Form W-9. If the holder furnishes the Exchange
Agent with its TIN within 60 days after the date of the Substitute Form
W-9, the amounts retained during the 60-day period will be remitted to the
holder and no further amounts will be retained or withheld from payments
made to the holder thereafter. If, however, the holder has not provided the
Exchange Agent with its TIN within the 60-day period, amounts withheld will
be remitted to the IRS as backup withholding. In addition, 31% of all
payments made thereafter will be withheld and remitted to the IRS until a
correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
holder of the Zero Debentures or of the last transferee appearing on the
transfers attached to, or endorsed on, the Zero Debentures. If the Zero
Debentures are registered in more than one name or are not in the name of
the actual holder, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
Certain holders - including, among others, corporations, financial
institutions and certain foreign persons - may not be subject to these
backup withholding and reporting requirements. These holders should
nevertheless complete the Substitute Form W-9 above, and check the box in
Part 2 of the Substitute Form W-9, to avoid possible erroneous backup
withholding. A foreign person may qualify as an exempt recipient by
submitting a properly completed IRS Form W-8, signed under penalties of
perjury, attesting to that holder's exempt status. Please consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which holders are exempt
from backup withholding.
Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
10. WAIVER OF CONDITIONS. Sunbeam's obligation to complete the
Exchange Offer is subject to the conditions described in the Offering
Circular under the caption "The Exchange Offer - Conditions to the Exchange
Offer." These conditions are for our benefit only and we may assert them
regardless of the circumstances giving rise to any condition. We may also
waive any condition in whole or in part at any time in our sole discretion.
Our failure at any time to exercise any of the foregoing rights will not
constitute a waiver of that right and each right is an ongoing right that
we may assert at any time.
11. NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering holders of Zero
Debentures, by execution of this Letter of Transmittal, waive any right to
receive notice of the acceptance of Zero Debentures for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Zero Debentures have been lost, destroyed or stolen, the
holder should check the box above regarding lost, destroyed or stolen
certificates and promptly notify the Exchange Agent. The holder will then
be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificate(s) have been followed.
13. TRANSFER TAXES. You will not be obligated to pay any transfer
taxes in connection with the tender of Zero Debentures in the Exchange
Offer unless you instruct us to register Secured Notes and/or shares of
Sunbeam Common Stock in the name of, or request that Zero Debentures not
tendered or not accepted in the Exchange Offer be returned to, a person
other than the registered tendering holder. In those cases, you will be
responsible for the payment of any applicable transfer tax. If satisfactory
evidence of payment of these taxes or an exemption from payment is not
submitted with this Letter of Transmittal, no certificates for Secured
Notes or Sunbeam Common Stock will be issued until such evidence is
received by the Exchange Agent.
IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY
PROCEDURES DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF
THIS LETTER OF TRANSMITTAL), OR, IN THE CASE OF ZERO DEBENTURES TENDERED BY
BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST
COMPANY, AN AGENT'S MESSAGE INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO THE EXPIRATION OF THE EXCHANGE OFFER.