SUNBEAM CORPORATION
NOTICE OF GUARANTEED DELIVERY
PURSUANT TO THE OFFERING CIRCULAR DATED JULY 11, 2000
This Notice of Guaranteed Delivery relates to the offer (the
"Exchange Offer") of Sunbeam Corporation ("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"). You must use this
Notice of Guaranteed Delivery, or one substantially equivalent to this
form, to accept the Exchange Offer if you are a registered holder of Zero
Debentures and wish to tender your Zero Debentures, but (1) the
certificates for the Zero Debentures are not immediately available, (2)
time will not permit your certificates for the Zero Debentures or other
required documents to reach American Stock Transfer & Trust Company, as
exchange agent (the "Exchange Agent"), before 5:00 p.m., New York City
time, on August 7, 2000 (or any such later date and time to which the
Exchange Offer may be extended (the "Expiration Date") or (3) the procedure
for book-entry transfer cannot be completed before the Expiration Date, you
may effect a tender of your Zero Debentures if (a) the tender is made
through an Eligible Guarantor Institution (as defined in the Offering
Circular under the caption "The Exchange Offer - Procedures for Tendering
Zero Debentures"); (b) prior to the Expiration Date, the Exchange Agent
receives from an Eligible Guarantor Institution a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in this form,
setting forth your name and address, and the principal amount at maturity
of Zero Debentures you are tendering and stating that the tender is being
made by Notice of Guaranteed Delivery (these documents may be sent by
overnight courier, registered or certified mail or facsimile transmission);
(c) you guarantee that within three New York Stock Exchange, Inc. ("NYSE")
trading days after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Zero Debentures, in
proper form for transfer, or a Book- Entry Confirmation (as defined in the
Offering Circular under the caption "The Exchange Offer - Procedures for
Tendering Zero Debentures") of transfer of the Zero Debentures into the
Exchange Agent's account at The Depository Trust Company (including the
Agent's Message (as defined in the Offering Circular under the caption "The
Exchange Offer - Procedures for Tendering Zero Debentures") that forms a
part of the Book-Entry Confirmation), as the case may be, a properly
completed and duly executed Letter of Transmittal, with any required
signature guarantees, and all other documents required by the Letter of
Transmittal, will be deposited by the Eligible Guarantor Institution with
the Exchange Agent; and (d) the Exchange Agent receives 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, a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, and all other required documents or, in the
case of a Book-Entry Confirmation, 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, in each case, within
three NYSE trading days after the date of execution of this Notice of
Guaranteed Delivery. Capitalized terms used but not defined herein have the
meanings assigned to them in the Offering Circular.
Delivery to: AMERICAN STOCK TRANSFER & TRUST COMPANY, Exchange Agent
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 A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN
ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS
BY FACSIMILE OTHER THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE
LETTER OF TRANSMITTAL OR AGENT'S MESSAGE.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Offering
Circular and the accompanying Letter of Transmittal, the undersigned hereby
tenders to Sunbeam Corporation the principal amount at maturity of Zero
Debentures set forth below pursuant to the guaranteed delivery procedure
described in the Offering Circular under the caption "The Exchange Offer --
Guaranteed Delivery Procedures."
Principal Amount at Maturity of Zero Debentures
Tendered:*
$_______________________________________________
Certificate Nos. (if available):
________________________________________________
Total Principal Amount at Maturity Represented by
Zero Debentures Certificate(s):
$_______________________________________________
If Zero Debentures will be delivered by
book-entry transfer to The Depository Trust
Company, provide account number.
Account Number _________________________________
______________________________________________________________________________
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL
SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF
THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
______________________________________________________________________________
PLEASE SIGN HERE
X ___________________________ _______________
X ___________________________ _______________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ( )
________________________________
Must be signed by the holder(s) of Zero Debentures as their name(s)
appear(s) on certificates for Zero Debentures or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ___________________________________________________________________
_______________________________________________________________
_______________________________________________________________
Capacity: _______________________________________________________________
Address(es): _______________________________________________________________
_______________________________________________________________
_______________________________________________________________
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* Must be in denominations of $1,000 principal amount at maturity and any
integral multiple thereof.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby
guarantees that the certificates representing the principal amount at
maturity of Zero Debentures tendered hereby in proper form for transfer, or
timely confirmation of the book-entry transfer of such Zero Debentures into
the Exchange Agent's account at The Depository Trust Company pursuant to
the procedures set forth in the Offering Circular under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures," together with any
required signature guarantee and any other documents required by the Letter
of Transmittal, will be received by the Exchange Agent at the address set
forth above, no later than three NYSE trading days after the Expiration
Date.
___________________________________ ___________________________________
Name of Firm Authorized Signature
___________________________________ ___________________________________
Address Title
___________________________________ Name:______________________________
Zip Code (Please Type or Print)
Area Code and Tel. No. ____________ Dated:_____________________________
NOTE: DO NOT SEND CERTIFICATES FOR ZERO DEBENTURES WITH THIS FORM.
CERTIFICATES FOR ZERO DEBENTURES SHOULD BE SENT ONLY WITH A COPY OF
YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.