SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 0001-000052
NOTIFICATION OF LATE FILING
( ) Form 10-K ( ) Form 11-K ( ) Form 20-F (X) Form 10-Q ( ) Form N-SAR
For Period Ended: September 30, 1998
( ) Transition Report on Form 10-K ( ) Transition Report on Form 10-Q
( ) Transition Report on Form 20-F ( ) Transition Report on Form N-SAR
( ) Transition Report on Form 11-K
For Transition Period Ended: Not applicable.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: Not applicable.
PART I
REGISTRANT INFORMATION
Full name of registrant: Sunbeam Corporation
Former name, if applicable: Not Applicable
Address of principal executive office: 1615 South Congress Avenue, Suite 200
City, state and zip code: Delray Beach, Florida 33445
PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(X) (a) The reason described in detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th day following the prescribed due
date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached, if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-
F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.
As previously announced, earlier this year the Audit Committee of the
Board of Directors of Sunbeam Corporation (the "Company") determined that
the Company would be required to restate its audited financial statements
for 1997 and possibly 1996, as well as its unaudited financial statements
for the first quarter of 1998. This conclusion was reached by the Audit
Committee based on information presented to it by the Company's outside
auditor, Arthur Andersen LLP, and the accounting firm assisting the Audit
Committee, Deloitte & Touche LLP. On October 20, 1998, the Company
announced the restatement of its financial results for the six quarter
period from the fourth quarter of 1996 through the first quarter of 1998.
The Company filed an amended 1997 Form 10-K/A on November 12, 1998 and
is now in the process of preparing an amended Form 10-Q/A for the first
quarter of 1998, as well as the initial filing of its Form 10-Q for the
second quarter of 1998, which, as disclosed in a Form 12b-25 filed with the
Commission on August 13, 1998, the Company was not able to file timely.
The Company anticipates making these filings prior to the filing of its
third quarter 1998 Form 10-Q.
As a result of the significant time and effort being expended by the
Company and its advisors in connection with the preparation of the filings
referred to above, however, the Company will not be in a position to file
timely its third quarter 1998 Form 10-Q. Nevertheless, the Company does
intend to file its third quarter Form 10-Q no later than the fifth calendar
day following the prescribed due date, as contemplated by Rule 12b-25(b)(2)
promulgated under the Securities Exchange Act of 1934, as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Janet G. Kelley (561) 243-2127
- ------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report (s)
been filed? If the answer is no, identify report(s).
( ) Yes (X) No
As noted above, the Company failed to timely file its Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1998.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
(X) Yes ( ) No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The Company is still in the process of completing the analysis of its
results of operations for the third quarter of 1998. Based on the
Company's results of operations for the first and second quarters of 1998,
however, it appears that the earnings statements contained in the Company's
third quarter 1998 Form 10-Q may reflect significant changes in the
Company's results of operations from the corresponding period in the prior
fiscal year. The Company is working with Arthur Andersen LLP to review the
Company's financial records and quantify the amount of any change from the
prior fiscal year. Until this review is completed, however, no estimate
can be made of the extent to which the Company's results of operations will
deviate from those reported during the corresponding period in the prior
fiscal year.
Sunbeam Corporation
------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1998 By: /s/ Bobby Jenkins
-------------------------------------
Bobby Jenkins
Executive Vice President and
Chief Financial Officer