SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2-FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
(AMENDMENT NO. 1-FINAL AMENDMENT)
PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO PURSUANT TO 13d-2(a)
UNDER THE SECURITIES ACT OF 1934
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SIGNATURE BRANDS USA, INC.
(NAME OF SUBJECT COMPANY)
JAVA ACQUISITION CORP.
SUNBEAM CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
82667N 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
DAVID C. FANNIN, ESQ.
SUNBEAM CORPORATION
1615 SOUTH CONGRESS AVENUE
SUITE 200
DELRAY BEACH, FLORIDA 33445
TELEPHONE: (561) 243-2100
FACSIMILE: (561) 243-2100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE, SUITE 46-80
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $93,932,966
AMOUNT OF FILING FEE $18,787
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 11,385,814 shares of common stock,
$.01 par value (the "Shares"), of Signature Brands USA, Inc., at a price
of $8.25 per Share in cash. Such number of Shares represents the
9,186,761 Shares outstanding as of March 5, 1998 and assumes the issuance
prior to the consummation of the Offer of 2,199,053 Shares upon the
exercise of outstanding options. The amount of the filing fee calculated
in accordance with Regulation 240.0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the
transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $18,787
Form or Registration No.: Schedule 14D-1
Filing Party: Sunbeam Corporation and Java Acquisition Corp.
Date Filed: March 6, 1998
CUSIP NO. 82667N 10 1
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Java Acquisition Corp.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds
AF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
9,052,179 (including 3,044 shares subject to guarantee of delivery)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
98.5%
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10. Type of Reporting Person
CO
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CUSIP NO. 82667N 10 1
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Sunbeam Corporation
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds
BK/OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
9,052,179 (including 3,044 shares subject to guarantee of delivery)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [ ]
- ---------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
98.5%
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10. 10. Type of Reporting Person
CO
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
and Amendment No. 1 to the Schedule 13D (Final Amendment) amends and
supplements the Tender Offer Statement on Schedule 14D-1 originally filed
on March 6, 1998 (the "Schedule 14D-1") and the statement on Schedule 13D
originally filed on March 10, 1998 (the "Schedule 13D") by Java Acquisition
Corp., a Delaware corporation ("Purchaser") and a wholly owned indirect
subsidiary of Sunbeam Corporation, a Delaware corporation ("Parent"), with
respect to Purchaser's offer to purchase all of the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Signature Brands
USA, Inc., a Delaware corporation (the "Company"), at $8.25 per Share, net
to the seller in cash.
Unless otherwise defined herein, all capitalized terms used herein
shall have the respective meanings given to such terms in the Schedule
14D-1 and the Schedule 13D.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
April 2, 1998. Based on information provided by the Depositary,
approximately 9,052,179 Shares or 98.5% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including 3,044
Shares tendered by means of guaranteed delivery). The Purchaser has
accepted for payment, and has notified the Depositary to promptly pay for
the tendered and accepted Shares, in accordance with the Offer. On April 3,
1998, Parent issued a press release, a copy of which is attached hereto as
Exhibit (a)(12).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(12) Press Release of Parent dated April 3, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: April 6, 1998
JAVA ACQUISITION CORP.
By: /s/ David C. Fannin
-----------------------------------
Name: David C. Fannin
Title: Executive Vice President and
General Counsel
SUNBEAM CORPORATION
By: /s/ David C. Fannin
------------------------------------
Name: David C. Fannin
Title: Executive Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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*(a)(1) Offer to Purchase dated March 6, 1998.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(7) Press Release of Parent dated March 2, 1998.
*(a)(8) Press Release of Parent dated March 9, 1998.
*(a)(9) First Supplement to the Offer to Purchase dated March 6, 1998.
*(a)(10) Press Release of Parent dated March 25, 1998.
*(a)(11) Press Release of Parent dated March 26, 1998.
(a)(12) Press Release of Parent dated April 3, 1998.
*(b)(1) Commitment Letter among a group of financial institutions,
including Morgan Stanley Senior Funds, Inc., provided to
Parent on March 24, 1998.
*(c)(1) Agreement and Plan of Merger, dated as of February 28, 1998,
by and among Parent, Purchaser and the Company.
*(c)(2) Stock Purchase Agreement, dated as of February 28, 1998, by
and among Parent, Purchaser and the Major Sellers.
*(c)(3) Confidentiality Agreement, dated as of February 17, 1998, by
and between Parent and the Company.
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* PREVIOUSLY FILED.
EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE
SUNBEAM CORPORATION CLOSES TENDER OFFER FOR
SIGNATURE BRANDS USA
Delray Beach, FL (April 3, 1998) - Sunbeam Corporation (NYSE:
SOC) announced today that it has completed its cash tender offer to
purchase all the outstanding shares of common stock of Signature Brands
USA, Inc. (NASDAQ: SIGB) at a price of $8.25 per share.
Sunbeam reported that it has been advised by The Bank of New
York, the Depositary for the tender offer, that a total of 9,052,179 shares
of Signature Brands' common stock have been tendered pursuant to the tender
offer (including 6,209 shares subject to guarantees of delivery), which
expired at 12:00 midnight, New York City time, on April 2, 1998, and that
all such shares have been accepted for payment. After giving effect to the
purchase of the shares tendered, Sunbeam will beneficially own
approximately 98.5% of the outstanding Signature Brands shares.
Sunbeam also announced today that Sunbeam and Signature Brands
intend to effect a merger pursuant to which Signature Brands will become a
wholly-owned subsidiary of Sunbeam and all remaining Signature Brands
stockholders (other than Sunbeam) will have the right to receive the same
$8.25 per share in cash paid in the tender offer. It is currently
anticipated that the merger transaction will be completed within a few
days.
Signature Brands USA, Inc. is the leading producer of consumer
coffee makers, through its Mr. Coffee(R) brand, and a leading producer of
home and professional scales through its Health o meter(R) brand of
products.
Cautionary Statement - Statements contained in this press
release, including statements relating to the Company's expectations
regarding anticipated performance in the future, are "forward looking
statements," as such term is defined in the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from the
Company's statements in this release regarding its expectations, goals, or
projected results, due to various factors, including those set forth in the
Company's Cautionary Statements contained in its Form 10-K for the period
ended December 28, 1997, filed with the Securities and Exchange Commission.
Sunbeam Corporation is a leading consumer products company that
designs, manufactures and markets, nationally and internationally, a
diverse portfolio of brand name consumer products. The Company's Sunbeam(R)
and Oster(R) brands have been household names for generations, both
domestically and abroad, and the Company is a market leader in many of its
product categories.
# # #
Contact Rich Goudis
Sunbeam Corporation
(561) 243-2143
