SUNBEAM CORPORATION
OFFER TO EXCHANGE COMMON STOCK AND
11% SENIOR SECURED SUBORDINATED NOTES DUE 2011
FOR ALL ISSUED AND OUTSTANDING
ZERO COUPON CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2018
To: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Sunbeam Corporation ("Sunbeam") is offering, subject to the terms and
conditions set forth in the Offering Circular, dated July 11, 2000 (the
"Offering Circular"), relating to the offer (the "Exchange Offer") of
Sunbeam to exchange up to 34,238,000 shares of common stock, par value $.01
per share, of Sunbeam and an aggregate principal amount at maturity of up
to $348,422,000 of Sunbeam's 11% Senior Secured Subordinated Notes due 2011
for up to all of Sunbeam's issued and outstanding Zero Coupon Convertible
Senior Subordinated Debentures due 2018 (the "Zero Debentures").
We are requesting that you contact your clients for whom you hold
Zero Debentures regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Zero Debentures registered in
your name or in the name of your nominee, or who hold Zero Debentures
registered in their own names, we are enclosing the following documents:
1. The Offering Circular;
2. A separate volume containing Sunbeam's 1999 Annual Report on Form
10-K, First Quarter 2000 Quarterly Report on Form 10-Q and 2000 Annual
Meeting Proxy Statement;
3. The Letter of Transmittal for your use and for the information of
your clients;
4. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if (a) certificates for the Zero Debentures are not immediately
available, (b) time will not permit the certificates for the Zero
Debentures or other required documents to reach the Exchange Agent before
the expiration of the Exchange Offer or (c) the procedure for book-entry
transfer cannot be completed prior to the expiration of the Exchange Offer;
5. A form of letter which may be sent to your clients for whose
account you hold Zero Debentures registered in your name or the name of
your nominee, with space provided for obtaining the clients' instructions
with respect to the Exchange Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelopes addressed to American Stock Transfer & Trust
Company, the Exchange Agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2000, UNLESS THE EXCHANGE OFFER
IS EXTENDED (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). ZERO DEBENTURES
TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE
THE EXPIRATION DATE OR AT ANY TIME AFTER SEPTEMBER 5, 2000 IF SUNBEAM HAS
NOT ACCEPTED THE TENDERED ZERO DEBENTURES FOR EXCHANGE BY THAT DATE.
Unless a holder of the Zero Debentures complies with the procedures
described in the Offering Circular under the caption "The Exchange Offer -
Guaranteed Delivery Procedures," the holder must do one of the following on
or prior to the Expiration Date to participate in the Exchange Offer:
o tender the Zero Debentures by sending the certificates for the
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 the
Letter of Transmittal, to American Stock Transfer & Trust Company,
as Exchange Agent, at one of the addresses listed in the Offering
Circular under the caption "The Exchange Offer - Exchange Agent";
or
o tender the Zero Debentures by using the book-entry procedures
described in the Offering Circular under the caption "The Exchange
Offer - Book Entry Transfer" and transmitting a properly completed
and duly executed Letter of Transmittal, with any required
signature guarantees, or an Agent's Message instead of the Letter
of Transmittal, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Zero
Debentures in the Exchange Offer, the Exchange Agent must receive a
confirmation of book-entry transfer (a "Book-Entry Confirmation") of the
Zero Debentures into the Exchange Agent's account at The Depository Trust
Company prior to the Expiration Date. 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 the tendering holder of Zero Debentures that the holder
has received and has agreed to be bound by the Letter of Transmittal.
If a registered holder of Zero Debentures wishes to tender the Zero
Debentures in the Exchange Offer, but (a) the certificates for the Zero
Debentures are not immediately available, (b) time will not permit the
certificates for the Zero Debentures or other required documents to reach
the Exchange Agent before the Expiration Date, or (c) the procedure for
book-entry transfer cannot be completed before the Expiration Date, a
tender of Zero Debentures may be effected by following the Guaranteed
Delivery Procedures described in the Offering Circular under the caption
"The Exchange Offer - Guaranteed Delivery Procedures."
Sunbeam will, upon request, reimburse brokers, dealers, commercial
banks, trust companies and other nominees for reasonable and necessary
costs and expenses incurred by them in forwarding the Offering Circular and
the related documents to the beneficial owners of Zero Debentures held by
them as nominee or in a fiduciary capacity. Sunbeam will pay or cause to be
paid all stock transfer taxes applicable to the exchange of Zero Debentures
in the Exchange Offer, except as set forth in Instruction 13 of the Letter
of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be
directed to American Stock Transfer & Trust Company, the Exchange Agent for
the Exchange Offer, at its address and telephone number set forth on the
front of the Letter of Transmittal or MacKenzie Partners, Inc., the
Information Agent for the Exchange Offer, at the address and telephone
numbers set forth in the Offering Circular.
Very truly yours,
SUNBEAM CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF SUNBEAM OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE OFFERING CIRCULAR OR THE LETTER OF TRANSMITTAL.
Enclosures