CUSIP 867071102 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Sunbeam Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
867071102
(CUSIP Number)
Peter A. Langerman
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2048
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
February 22, 1999
(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-l(b)(3) or (4), check the following box [ ].
*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 the 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
17,541,398 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
17,541,398 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,541,398 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14. TYPE OF REPORTING PERSON HC (See Item 5)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14. TYPE OF REPORTING PERSON HC (See Item 5)
Item 1. Security and Issuer
This statement amends the Schedule 13D initially filed on
April 8, 1993, as amended on July 23, 1993, April 20, 1994,
November 23, 1994, December 8, 1994, January 2, 1996,
September 18, 1996, September 20, 1996, November 1, 1997,
and June 18, 1998 in its entirety and relates to the Common
Stock (the "Common Stock") of Sunbeam Corporation (the
"Issuer"). The Issuer's principal executive offices are
located at 2381 Executive Center Drive, Boca Raton, FL
33431.
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, Inc. ("FMAI")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S.
Securities and Exchange Commission and investment
adviser to the Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc.
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company
whose primary business is providing, through
operating subsidiaries, management,
administrative, and distribution services to the
open and closed-end investment companies
comprising the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts
and other investment products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
President/Chief Executive
Officer/Director/Principal Shareholder, Franklin
Resources, Inc., Parent Company of a number of
investment advisers and administrative companies
providing investment advice and administrative
services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts
and other investment products.
Director, FMAI, an investment adviser registered
with the U.S. Securities and Exchange Commission
and investment adviser to the Franklin Mutual
Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Executive Vice President/Director/Principal
Shareholder, Franklin Resources, Inc., Parent
Company of a number of investment advisers and
administrative companies providing investment
advice and administrative services to the
Franklin/Templeton Group of Funds, Franklin Mutual
Series Fund Inc., managed accounts and other
investment products.
Director, FMAI, an investment adviser registered
with the U.S. Securities and Exchange Commission
and investment adviser to the Franklin Mutual
Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the
principal occupation or employment and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of each
executive officer and director and each controlling person,
if any, of the reporting persons named above is set forth in
Exhibit A hereto. To the best knowledge of the persons
listed in Item 2 hereof, each person listed on Exhibit A is
a United States citizen and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been 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
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $45.7 million (including brokerage
commissions). All such funds were provided by FMAI's
advisory clients.
Item 4. Purpose of Transaction
The securities covered in this statement were acquired by
FMAI's advisory clients for the purpose of investment.
Neither FMAI nor any executive officer or director of FMAI
has any present plans or intentions to acquire or dispose of
any securities of the Issuer other than on behalf of FMAI's
clients for the purpose of investment.
Peter Langerman, FMAI's president and chief executive
officer, currently serves as the interim chairman of the
Issuer's Board of Directors.
FMAI may decide to purchase on behalf of its advisory
clients additional shares of the Common Stock or other
securities of the Issuer. In addition, FMAI may cause its
advisory clients to dispose of any or all securities of the
Issuer in any manner permitted by applicable securities
laws. FMAI's advisory clients reserve the right to exercise
any and all of their respective rights as a stockholder of
the Issuer in a manner consistent with their equity
interests.
Other than as described above, neither FMAI nor any
executive officer or director of FMAI has any present plans
or proposals which relate to or would result in:
(i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(iv) any material change in the present capitalization or
dividend policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) The securities reported on herein are beneficially
owned by one or more open-end investment companies or other
managed accounts which, pursuant to advisory contracts, are
advised by FMAI, a wholly owned investment advisory
subsidiary of Franklin Resources, Inc. ("FRI"). Such
advisory contracts grant to FMAI all investment and voting
power over the securities owned by such advisory clients.
Therefore, FMAI may be deemed to be, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of the securities covered by this
statement.
Beneficial ownership by investment advisory subsidiaries and
other affiliates of FRI is being reported in conformity with
the guidelines articulated by the SEC staff in Release No.
34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and
investment powers over the securities being reported
independently from each other. The voting and investment
powers held by FMAI are exercised independently from FRI,
its parent holding company, and from all other investment
advisor subsidiaries of FRI (FRI, its affiliates and
investment advisor subsidiaries other than FMAI are
collectively referred to herein as "FRI affiliates").
Furthermore, FMAI and FRI internal policies and procedures
establish informational barriers that prevent the flow
between FMAI and the FRI affiliates of information that
relates to the voting and investment powers over the
securities owned by their respective advisory clients.
Consequently, FMAI and the FRI affiliates are each reporting
the securities over which they hold investment and voting
power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal
shareholders of FRI. However, FMAI exercises voting and
investment powers on behalf of its advisory clients
independently of FRI, the Principal Shareholders, and their
respective affiliates. Consequently, beneficial ownership of
the securities being reported by FMAI is not attributed to
FRI, the Principal Shareholders, and their respective
affiliates other than FMAI. FMAI disclaims any economic
interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their
respective affiliates including FMAI, are of the view that
they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise
required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any
persons or entities advised by FRI subsidiaries.
(c) There were no transactions in the shares of the Common
Stock within the past sixty days.
(d) No person other than the respective advisory clients of
FMAI have the right to receive or the power to direct the
receipt of dividends from, or the proceeds of the sale of
the securities being reported herein. Mutual Shares Fund, a
series of Franklin Mutual Series Fund Inc., an investment
company registered under the Investment Company Act of 1940,
has an interest in more than five percent of the class of
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2
herein, nor to the best of such person's knowledge, no
person named in Exhibit A hereto, has any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting
Persons
After reasonable 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.
March 1, 1999
Franklin Mutual Advisers, Inc.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Secretary, Franklin Mutual Advisers, Inc.
Vice President & Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to
Power of Attorney attached to this Schedule 13D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other of the attached
statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to such
statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute
this agreement on March 1, 1999.
Franklin Mutual Advisers, Inc.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Secretary, Franklin Mutual Advisers, Inc.
Vice President & Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to
Power of Attorney attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his
true and lawful attorney-in-fact and agent to execute and
file with the Securities and Exchange Commission any
Schedule 13D, any amendments thereto or any related
documentation which may be required to be filed in his
individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc.
and granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing which he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his
true and lawful attorney-in-fact and agent to execute and
file with the Securities and Exchange Commission any
Schedule 13D, any amendments thereto or any related
documentation which may be required to be filed in his
individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc.
and granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing which he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Executive Vice President/Director - FRI
Director - FMAI
FRI
Martin L. Flanagan
Senior Vice President/Chief Financial Officer - FRI and FMAI
Director - FMAI
FRI
Deborah R. Gatzek
Senior Vice President/Assistant Secretary/General Counsel -
FRI
Vice President and Assistant Secretary - FMAI
FRI
F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111
Donna S. Ikeda
Vice President - FRI
FRI
Charles B. Johnson
President/Chief Executive Officer/Director/Principal
Shareholder - FRI
Director - FMAI
FRI
Charles E. Johnson
Senior Vice President/Director - FRI
President of Templeton Worldwide, Inc., Investment
Management
Director - FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100
Ft. Lauderdale, FL 22294
Gregory E. Johnson
Vice President - FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder -
FRI
Director - FMAI
FRI
Gordon Jones
Vice President/Chief Information Officer - FRI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Elizabeth Knoblock
Assistant Secretary - FRI
Senior Vice President/Legal Counsel for Templeton Investment
Counsel, Inc.
Templeton Investment Counsel, Inc., 500 E. Broward,
Ft. Lauderdale, FL 22294
Leslie M. Kratter
Vice President/Secretary - FRI
Secretary - FMAI
FRI
Kenneth A. Lewis
Vice President/Corporate Controller - FRI
Controller - FMAI
FRI
William J. Lippman
Senior Vice President - FRI
Franklin Advisory Services, Inc., One Parker Plaza, 16th
Fl., Ft. Lee, NJ 07024
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman,
Sachs Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Philip A. Scatena
Assistant Treasurer - FRI
FRI
Charles R. Sims
Treasurer - FRI
FRI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
Jeffrey A. Altman
Senior Vice President - FMAI
FMAI
Jeff Diamond
Vice President - FMAI
FMAI
Robert L. Friedman
Senior Vice President and Chief Investment Officer- FMAI
FMAI
Raymond Garea
Senior Vice President - FMAI
FMAI
Ephraim Karpel
Vice President - FMAI
FMAI
Andrea Kraszewski
Vice President - FMAI
FMAI
Peter A. Langerman
President/Chief Executive Officer/Director - FMAI
FMAI
David Marcus
Senior Vice President - FMAI
FMAI
Susan Potto
Vice President - FMAI
FMAI
Michael F. Price
Chairman - FMAI
FMAI
Magali Simo
Vice President - FMAI
FMAI
Charles R. Sims
Treasurer - FMAI
FMAI
Lawrence N. Sondike
Senior Vice President - FMAI
FMAI
Leigh Walzer
Vice President - FMAI
FMAI
David Winters
Senior Vice President - FMAI
FMAI
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of
Funds, Franklin Mutual Series Fund Inc., managed accounts
and other investment products.
FMAI Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
