SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Sunbeam Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
867071 10 2
(CUSIP Number)
Schulte Roth & Zabel
900 Third Avenue, New York, NY 10022, Attn: Andre Weiss, Esq.
(Name, address and telephone number of person
authorized to receive notices and communications)
with a copy to:
Skadden Arps Meagher & Flom
919 Third Avenue, New York, NY 10022, Attn: Richard T. Prins, Esq.
(Name, address and telephone number of person
authorized to receive notices and communications)
September 18, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
13D
CUSIP No. 867071 10 2
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Steinhardt Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
4,736,177
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,736,177
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,736,177
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Institutional Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
7,298,361
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
7,298,361
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,298,361
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.9%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
I.P. Management Company, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
7,298,361
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
7,298,361
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,298,361
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.9%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Steinhardt Management Company, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
4,242,846
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,242,846
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,242,846
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Michael H. Steinhardt
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
716,436
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
16,277,384
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
716,436
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
16,277,384
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,993,820
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
20.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Mutual Shares Fund
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
11,260,174
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,260,174
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,260,174
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IC
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Mutual Qualified Fund
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
4,800,554
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,800,554
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,800,554
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IC
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Mutual Beacon Fund
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,480,670
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,480,670
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,480,670
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IC
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Heine Securities Corporation
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
17,541,398
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
17,541,398
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
17,541,398
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
<PAGE>
13D
CUSIP No. 867071 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Michael F. Price
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
17,541,398
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
17,541,398
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
17,541,398
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER
The Schedule 13D, initially filed on April 8, 1993, as amended by
Amendment No. 1, filed on July 23, 1993, Amendment No. 2, filed on April 20,
1994, Amendment No. 3, filed on November 23, 1994, Amendment No. 4, filed on
December 8, 1994, and Amendment No. 5 filed on January 2, 1996 (collectively,
the "Schedule 13D"), of Steinhardt Partners, L.P. ("Steinhardt Partners"),
Institutional Partners, L.P. ("Institutional"), I.P. Management Company, Inc.
("IP Management"), Steinhardt Management Company, Inc. ("Steinhardt
Management"), Michael H. Steinhardt, Mutual Shares Fund ("MSF"), Mutual Beacon
Fund ("MBF"), Mutual Qualified Fund ("MQF"), Heine Securities Corporation
("HSC") and Michael F. Price, relating to the Common Stock, par value $0.01
per share (the "Common Stock") issued by Sunbeam Corporation, a Delaware
corporation whose principle executive offices are located at 2100 New River
Center, 200 East Las Olas Boulevard, Fort Lauderdale, FL 33301 (the
"Company"), is hereby amended and restated by this Amendment No. 6 to the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a)This statement is being filed by (i) Steinhardt Partners, with
respect to shares of Common Stock beneficially owned by it, (ii)
Institutional, with respect to shares of Common Stock beneficially owned by
it, (iii) IP Management, with respect to the shares of Common Stock
beneficially owned by Institutional, (iv) Steinhardt Management, with respect
to the shares of Common Stock beneficially owned by SP International S.A.,
through its subsidiary ("SP International"), (v) Michael H. Steinhardt, with
respect to the shares of Common Stock beneficially owned by each of the
entities named in (i)-(iv) above and by himself, (vi) MSF, with respect to the
shares of Common Stock beneficially owned by it, (vii) MBF, with respect to
the shares of Common Stock beneficially owned by it, (viii) MQF, with respect
to the shares of Common Stock beneficially owned by it, (ix) HSC, with respect
to the shares of Common Stock beneficially owned by each of the entities named
in (vi)-(viii), and (x) Michael F. Price with respect to the shares of Common
Stock beneficially owned by each of the entities named in (vi)-(ix) above.
The general partners of Institutional and Steinhardt Partners are Lisa
Addeo, Joel M. Pearlberg, Michael H. Steinhardt and Shimon Topor. Mr.
Steinhardt is the Managing Partner of Institutional and Steinhardt
Partners.
The sole director of IP Management and Steinhardt Management is Michael
H. Steinhardt. The executive officers of IP Management and Steinhardt
Management are Mr. Steinhardt (Chairman and President), Lisa Addeo (Vice
President) and Joel M. Pearlberg (Secretary).
The sole director of HSC is Michael F. Price. The executive officers of
HSC are Mr. Price (President), Edward J. Bradley (Treasurer and CFO) and
Elizabeth N. Cohernour (General Counsel and Secretary).
(b) The principal business address of Steinhardt Partners,
Institutional, Steinhardt Management and Mr. Steinhardt is c/o Steinhardt
Management Company, Inc., 605 Third Avenue, New York, New York 10158. The
principal business address of SP International is 129 Front Street, Hamilton
HM12, Bermuda. The principal business address of MSF, MBF, MQF, HSC and
Mr. Price is c/o Mutual Series Fund Inc., 51 John F. Kennedy Parkway, Short
Hills, New Jersey 07078.
(c) The principal business of each of Institutional Partners,
Steinhardt Partners and SP International is that of a private investment firm
engaging in the purchase and sale of securities for investment of its own
account. The principal business of IP Management is that of an investment
manager with respect to the portfolio of Institutional. The principal
business of Steinhardt Management is that of an investment manager with
respect to the portfolio of SP International. The principal occupations of the
General Partners of Institutional and Steinhardt Partners are as such General
Partners. The General Partners of Institutional Partners and Steinhardt
Partners are also employees of IP Management and Steinhardt Management.
Each of MSF, MQF and MBF is a series of Mutual Series Fund Inc. ("Mutual
Series"). Mutual Series is an open-end management investment company
registered under the Investment Company Act of 1940. HSC is an investment
adviser registered under the Investment Advisers Act of 1940 and is investment
adviser to each of MSF, MQF and MBF. The principal occupations of Mr. Price,
Mr. Bradley and Ms. Cohernour are as (i) President and Director, (ii) Chief
Financial Officer and Treasurer and (iii) General Counsel and Secretary,
respectively, of Mutual Series and HSC.
(d) During the past five years, none of the persons referred to in
paragraph (a) above was convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Except as set forth in Exhibit A to Amendment No. 5 to the
Schedule 13D filed on January 2, 1996 and in Appendix A of the 13D originally
filed by Sunbeam-Oster Equities, L.P.("SOE") on April 8, 1993, during the past
five years, none of the persons referred to in paragraph (a) above was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining such person from future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws by any such person.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen. Steinhardt Partners and Institutional are Delaware
limited partnerships. I.P. Management and Steinhardt Management are New York
corporations. SP International is a British Virgin Islands corporation. MSF,
MQF and MBF are each a series of Mutual Series Fund Inc., a Maryland
corporation. HSC is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FOUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The transaction described in Item 4 below involves a distribution of
Common Stock to investors in Steinhardt Partners, Institutional and SP
International, pro rata in accordance with ownership percentages. No
consideration is being paid in connection therewith.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and restated in its entirety as follows:
Each of Steinhardt Partners, Institutional and SP International is making
a pro rata distribution in-kind to its investors of the shares of Common Stock
it owns. The exact number of Sunbeam shares to be distributed will be based
upon the New York Stock Exchange closing price of Sunbeam on Thursday,
September 19, 1996. The calculation will be net of management and incentive
fees. The distribution will be made as of Friday, September 20, 1996. A press
release describing the distribution of shares of Common Stock is attached
hereto as Exhibit A.
MSF, MBF, MQF, HSC and Mr. Price are not participating in the
distribution in-kind described above.
Each of the persons filing this Schedule 13D reserves the right to
maintain its holdings of Common Stock at current levels without further action
or to sell all or a portion of its holdings in the open market or in privately
negotiated transactions or otherwise to one or more purchasers.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Steinhardt Partners owns 4,736,177 shares of Common Stock
representing approximately 5.8% of the issued and outstanding
shares of Common Stock, Institutional owns 7,298,361 shares of Common Stock
representing approximately 8.9% of the issued and outstanding shares of Common
Stock, SP International owns 4,242,846 shares of Common Stock representing
approximately 5.2% of the issued and outstanding shares of Common Stock.
Steinhardt Management owns directly no shares of Common Stock. IP Management
owns directly no shares of Common Stock. Mr. Steinhardt owns directly
716,436 shares of Common Stock representing approximately .9% of the issued
and outstanding shares. By reason of the provisions of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Act"), Steinhardt Management
may be deemed to own beneficially the shares of Common Stock owned by SP
International (4,242,846 shares of Common Stock representing approximately
5.2% of the issued and outstanding shares of Common Stock), Mr. Steinhardt may
be deemed to own beneficially the shares of Common Stock owned by Steinhardt
Partners, Institutional, SP International and Steinhardt Management (together
with the shares of Common Stock owned directly by Mr. Steinhardt, shares of
Common Stock representing approximately 20.7% of the issued and outstanding
shares of Common Stock) and IP Management may be deemed to own beneficially
the shares of Common Stock owned by Institutional (7,298,361 shares of Common
Stock representing approximately 8.9% of the issued and outstanding shares of
Common Stock).
Following the distribution in-kind described in Item 4, Steinhardt
Partners, Institutional, I.P. Management, Steinhardt Management, Michael
Steinhardt (collectively, the "Steinhardt Group") and other General Partners
of Steinhardt Partners and Institutional will own together less than 5% of the
outstanding shares of Common Stock. The Stockholders Agreement previously
filed as Exhibit B to Amendment No. 5 to the Schedule 13D, will terminate and
the Steinhardt Group will no longer be party to this Schedule 13D. A further
amendment to this Schedule 13D will be filed following the distribution.
MSF owns 11,260,174 shares of Common Stock representing approximately
13.7% of the issued and outstanding shares of Common Stock, MQF owns 4,800,544
shares of Common Stock representing approximately 5.8% of the issued and
outstanding shares of Common Stock and MBF owns 1,480,670 shares of Common
Stock representing approximately 1.8% of the issued and outstanding shares of
Common Stock.
Mr. Price and HSC own directly no shares of Common Stock. By reason of
the provisions of Rule 13d-3 under the Act, Mr. Price and HSC may be deemed to
own beneficially the shares of Common Stock owned by MSF, MQF, and MBF
(17,541,398 representing approximately 21.4% of the issued and outstanding
shares of Common Stock).
The percentages used in this paragraph (a) are calculated based upon
82,068,351 shares of Common Stock stated to be issued and outstanding at
July 22, 1996 as reflected in the Company's Form 10-Q filed with the
Securities and Exchange Commission by the Company.
(b) Each of Steinhardt Partners and Institutional has the power to
vote and to dispose of the shares of Common Stock owned by them, which power
may be exercised by Mr. Steinhardt, as Managing Partner, of each of
Institutional and Steinhardt Partners. Institutional is also a party to an
investment management agreement with IP Management, pursuant to which IP
Management has investment responsibility with respect to the portfolio of
Institutional. As principal of IP Management, Mr. Steinhardt has the power to
vote (or to direct the vote of) and to dispose (or to direct the disposition
of) the shares of Common Stock held by Institutional. SP International is a
party to an investment management agreement with Steinhardt Management
pursuant to which Steinhardt Management has investment responsibility with
respect to the portfolio of SP International. As principal of Steinhardt
Management, Mr. Steinhardt has the power to vote (or to direct the vote of)
and to dispose of (or to direct the disposition of) the shares of Common Stock
held by SP International.
Each of MSF, MQF and MBF is a party to a separate investment management
agreement with HSC pursuant to which HSC has investment responsibility with
respect to the portfolios of MSF, MQF and MBF. As principal of HSC, Mr. Price
has the power to vote (or direct the vote of) and to dispose (or to direct the
disposition of) the shares of Common Stock held by MSF, MQF and MBF.
(c) Effective as of July 1, 1996, SP International and Institutional
distributed shares of Common Stock to Steinhardt Management and IP Management
respectively, pursuant to deferred compensation plans, which shares were
immediately distributed to Michael H. Steinhardt, Shimon Topor and others as
participants in those plans. SP International distributed 673,723 shares.
Institutional distributed 156,733 shares. Mr. Steinhardt received 716,436
shares, and Mr. Topor received 21,541 shares. Steinhardt Management
distributed 35,179 shares to Mr. Steinhardt and 1,658 shares to Mr. Topor.
The distribution of shares of Common Stock in July 1996 by SP International,
Institutional and Steinhardt Management resulted in a change of beneficial
ownership of the Steinhardt Group of less than 1% of the outstanding shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with the dissolution of SOE and the distribution of the
shares of Common Stock to the Partners, Steinhardt Partners, Institutional,
Steinhardt Management, Mr. Steinhardt, certain affiliates of Mr. Steinhardt,
MSF, MQF and MBS entered into a Stockholders Agreement dated as of
December 28, 1995. A copy of the Stockholders Agreement was filed as Exhibit
B to Amendment No. 5 to the Schedule 13D. Following the distribution in-kind
described in Item 4, the Stockholders Agreement will terminate.
Item 7. Material to be Filed as Exhibits.
1. Exhibit A -Press Release, dated September 18, 1996
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct. This Amendment No. 6 may be executed in
counterparts, each of which shall be deemed an original and all of which,
taken together, shall constitute but one and the same instrument.
DATED: September 18, 1996 /s/ Lisa Addeo, attorney-in-fact for
Michael H. Steinhardt, individually,
and as managing partner of each of
STEINHARDT PARTNERS, L.P. and
INSTITUTIONAL PARTNERS, L.P., and as
president of each of I.P. MANAGEMENT COMPANY,
INC. and STEINHARDT MANAGEMENT COMPANY,
INC.
/s/ Peter A. Langerman
Peter A. Langerman, as executive vice
president of each of MUTUAL SHARES FUND, a
series of Mutual Series Fund, Inc., MUTUAL
QUALIFIED FUND, a series of Mutual Series
Fund, Inc., and MUTUAL BEACON FUND, a series
of Mutual Series Fund, Inc.
/s/ Bradley Takahashi, attorney-in-fact for
Michael F. Price, individually and as
president of HEINE SECURITIES CORPORATION
Exhibit A
Contact: Karen Cook Contact: Robert Siegfried
General Partner Kekst and Company
Steinhardt Partners, L.P. (212) 593-2655
(212) 490-2727
FOR IMMEDIATE RELEASE
STEINHARDT FUNDS TO MAKE DISTRIBUTION IN KIND OF
SUNBEAM CORPORATION UNRESTRICTED COMMON STOCK
New York, New York, September 18, 1996 -- The Steinhardt organization today
announced that investors in each of the three Steinhardt funds owning shares
of Sunbeam Corporation common stock will receive a pro rata distribution-in-
kind.
The Steinhardt funds, which publicly announced in October 1995 the decision to
wind down, have already distributed a substantial portion of investors'
capital. The funds have continued to manage sub-accounts of certain remaining
investments, of which Sunbeam is a sizeable holding. The funds owning shares
of Sunbeam are Steinhardt Partners, L.P., Institutional Partners, L.P. and
S.P. International, S.A.
The Steinhardt funds noted that Sunbeam common shares have appreciated
substantially since the appointment of Albert J. Dunlap as Sunbeam's Chairman
and CEO on July 18, 1996. In their letter to investors the funds emphasized
that they have the highest regard for new management.
The exact number of Sunbeam shares to be pro rated to each investor will be
based on the New York Stock Exchange Composite closing price of Sunbeam on
Thursday, September 19th. As of the last public filing the funds owned
17,144,677 shares of Sunbeam, approximately 20.5% of the company.
