SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 20, 1998
SUNBEAM CORPORATION
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Exact Name of Registrant Specified in Charter
DELAWARE 0001-000052 25-1638266
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1615 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH, FLORIDA 33445
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (561) 243-2100
(Former Name or Former Address, if Changed Since Last Report)
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SUNBEAM CORPORATION
FORM 8-K RELATING TO ITEM 4 CHANGES IN REGISTRANT'S
CERTIFYING ACCOUNTANT
Item 4. Changes in Registrant's Certifying Accountant
On November 20, 1998, the Audit Committee of the Board of Directors (the "Audit
Committee") of the Company recommended and the Board of Directors approved the
appointment of Deloitte & Touche LLP as its independent auditors for 1998.
Arthur Andersen LLP, previously the Company's auditor, was dismissed as the
Company's auditor but is continuing to provide certain non-audit services to the
Company.
As previously reported, on June 25, 1998, the Company announced that its
auditor, Arthur Andersen LLP, would not consent to the inclusion of its report
on the Company's 1997 financial statements in a registration statement the
Company was planning to file with the SEC. On June 30, 1998, the Company
announced that the Audit Committee would conduct a review of the Company's prior
financial statements and that therefore, those financial statements should not
be relied upon. The Company also announced that Deloitte & Touche LLP had been
retained to assist the Audit Committee and Arthur Andersen LLP in their review
of the Company's prior financial statements. On August 6, 1998, the Company
announced that the Audit Committee had determined that the Company would be
required to restate its financial statements for 1997, the first quarter of 1998
and possibly 1996, and that the adjustments while not then quantified, would be
material. On October 20, 1998 the Company announced the restatement of its
financial results for a six-quarter period from the fourth quarter of 1996
through the first quarter of 1998. On November 12, 1998, the Company filed a
Form 10-K/A for the year ended December 31, 1997, which contains an unqualified
opinion by Arthur Andersen LLP on the Company's restated consolidated financial
statements as of December 29, 1996 and December 28, 1997 and for each of the
three years in the period ended December 28, 1997.
Pursuant to Item 304 (a) of Regulation S-K, the Company reports the following:
(a) Previous independent accountants
(i) On November 20, 1998, the Company retained Deloitte & Touche LLP as its
independent certified public accountants in place of Arthur Andersen
LLP.
(ii) The report of Arthur Andersen LLP on the financial statements for the
past two fiscal years of the Company contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Audit Committee participated in, and recommended to the Board of
Directors, the decision to retain Deloitte & Touche LLP for its 1998
audit.
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(iv) In connection with its audits for the two most recent fiscal years and
through November 20, 1998, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur Andersen
LLP would have caused Arthur Andersen LLP to make reference thereto in
their report on the financial statements for such years.
(v) During the two most recent fiscal years and through November 20, 1998,
except as described below, there were no reportable events as that term
is defined in Item 304(a)(l)(v) of Regulation S-X. However, as a result
of the restatements referred to above, in a letter dated October 16,
1998, Arthur Andersen LLP advised the Company that there existed the
following conditions that Arthur Andersen LLP believed to be material
weaknesses in the Company's internal control:
"In our opinion, the Company's design and effectiveness of its
internal control were inadequate to detect material
misstatements in the preparation of the Company's 1997 annual
(before audit) and quarterly financial statements."
(vi) The Company has requested, and Arthur Andersen LLP has furnished, a
letter addressed to the Commission stating that Arthur Andersen LLP
agrees with subparagraphs (a)(ii), (iv) and (v) above. A copy of such
letter, dated November 30, 1998, is filed as Exhibit 16 of this Form
8-K.
(b) New independent accountants
As stated above, on November 20, 1998, the Company engaged Deloitte &
Touche LLP as its new principal independent auditor. Such engagement
was recommended by the Audit Committee and approved by the Board of
Directors on November 20, 1998.
(i) As stated above, in June 1998, the Audit Committee retained Deloitte &
Touche LLP to assist in its review of the Company's prior financial
statements. In conjunction with this engagement, Deloitte & Touche LLP
provided oral advice to assist the Audit Committee regarding matters
relating to the Company's restated financial statements.
(ii) The Company has not consulted with Deloitte & Touche LLP on any matter
that was either the subject of a disagreement, as that term is defined
in Item 304(a)(l)(iv) of Regulation S-K, or a reportable event, as that
term is defined in Item 304(a)(l)(v) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable
(c) Exhibits.
16 Letter re change in Certifying Accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNBEAM CORPORATION
By: /s/ BOBBY G. JENKINS
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Bobby G. Jenkins
Executive Vice President, and
Chief Financial Officer
November 30, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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16 Letter re change in Certifying Accountant
Exhibit 16
November 30, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir /Madam:
We have read the statements about our firm included under Item 4 in the Form 8-K
dated November 20, 1998 of Sunbeam Corporation filed with the Securities and
Exchange Commission and are in agreement with the statements contained in
(a)(ii), (a)(iv), (a)(v) and (a)(vi).
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
cc: Mr. Bobby G. Jenkins
Executive Vice President and Chief Financial Officer
Sunbeam Corporation
