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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
________________
FIRST ALERT, INC.
(NAME OF SUBJECT COMPANY)
SENTINEL ACQUISITION CORP.
SUNBEAM CORPORATION
(BIDDERS)
________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
________________
31846N 10 2
(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* $137,890,252
AMOUNT OF FILING FEE $27,579
__________
* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 26,264,810 shares of common stock,
$.01 par value (the "Shares"), of First Alert, Inc., at a price of $5.25
per Share in cash. Such number of Shares represents the 24,335,112
Shares outstanding as of March 5, 1998 and assumes the issuance prior to
the consummation of the Offer of 1,929,698 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: $27,579
Form or Registration No.: Schedule 14D-1
Filing Party: Sunbeam Corporation and Sentinel Acquisition Corp.
Date Filed: March 6, 1998
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CUSIP NO. 31846N 10 2
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1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Sentinel 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
23,288,440 (including 59,978 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)
95.7%
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10. Type of Reporting Person
CO
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CUSIP NO. 31846N 10 2
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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
23,288,440 (including 59,978 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)
95.7%
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10. Type of Reporting Person
CO
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This Amendment No. 2 (Final Amendment) to the Tender Offer Statement
on Schedule 14D-1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed on March 6, 1998 (the "Schedule 14D-1") by
Sentinel 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 First Alert, Inc., a Delaware corporation (the "Company"), at
$5.25 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.
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 23,288,440 Shares or 95.7% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including 59,978
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
SENTINEL 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 EXHIBIT
NUMBER
*(a)(1) Offer to Purchase dated March 6, 1998.
*(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.
_____________________________________
* Previously filed.
EXHIBIT (A)(12)
FOR IMMEDIATE RELEASE
SUNBEAM CORPORATION CLOSES TENDER OFFER
FOR FIRST ALERT
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 First Alert, Inc. (NASDAQ: ALRT) at a
price of $5.25 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 23,288,440 shares of First Alert's common stock
have been tendered pursuant to the tender offer (including
155,178 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 95.7%
of the outstanding First Alert shares.
Sunbeam also announced today that Sunbeam and
First Alert intend to effect a merger pursuant to which
First Alert will become a wholly-owned subsidiary of Sunbeam
and all remaining First Alert stockholders (other than
Sunbeam) will have the right to receive the same $5.25 per
share in cash paid in the tender offer. It is currently
anticipated that the merger transaction will be completed
within a few days.
First Alert, Inc. is a leading producer of smoke
detectors, carbon monoxide detectors, fire extinguishers and
other safety equipment for the consumer.
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
