SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
SUNBEAM CORPORATION
(Name of Applicant)
2381 Executive Center Drive
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
11% Senior Secured Up to $353,422,000
Subordinated Notes due 2011 aggregate principal amount at maturity
Approximate date of proposed public offering: As soon as
practicable following the qualification of the indenture covered hereby
under the Trust Indenture Act of 1939, as amended.
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NAME AND ADDRESS OF AGENT FOR SERVICE: WITH COPIES SENT TO:
Steven R. Isko, Esq. J. Gregory Milmoe, Esq.
Sunbeam Corporation Skadden, Arps, Slate, Meagher & Flom LLP
Senior Vice President and General Counsel Four Times Square
2381 Executive Center Drive New York, New York 10036
Boca Raton, Florida 33431
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1. GENERAL INFORMATION
(a) The applicant is a corporation.
(b) The applicant was organized under the laws of the
State of Delaware.
2. SECURITIES ACT EXEMPTION APPLICABLE
Pursuant to the Offering Circular, dated July 11, 2000 (the
"Offering Circular"), a copy of which is filed as Exhibit T3E(1) hereto,
and the related Letter of Transmittal, a copy of which is filed as Exhibit
T3E(2) hereto (which, together with the Offering Circular, constitutes the
"Exchange Offer"), Sunbeam Corporation ("Sunbeam" or the "Applicant" ) has
proposed to issue up to $348,422,000 aggregate principal amount at maturity
of 11% Senior Secured Subordinated Notes due 2011 (the "Secured Notes"), to
be issued by Sunbeam under the indenture to be qualified hereby, and up to
an aggregate of 34,238,000 newly issued, fully paid and nonassessable
shares of common stock, par value $.01 per share, of Sunbeam ("Sunbeam
Common Stock") in exchange for the entire aggregate principal amount at
maturity ($2,014,000,000) of Sunbeam's outstanding Zero Coupon Convertible
Senior Subordinated Debentures due 2018 (the "Zero Debentures"). Subject to
the terms and conditions of the Exchange Offer, Sunbeam will issue $173.00
principal amount at maturity of Secured Notes ($149.06 principal amount at
issuance) and 17 shares of Sunbeam Common Stock for each $1,000 principal
amount at maturity of Zero Debentures that are properly tendered and not
withdrawn pursuant to the Exchange Offer.
As the Secured Notes are proposed to be offered for exchange by
Sunbeam with its existing securityholders exclusively and solely for
outstanding securities of Sunbeam, the transaction is exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to the provisions of Section 3(a)(9) thereof. Other than
certain shares of Sunbeam Common Stock issuable to the lenders under
Sunbeam's senior credit agreement, as described in the section of the
Offering Circular captioned "The Exchange Offer - Agreements Relating to
Sunbeam Securities - Senior Credit Agreement Amendment," there have not
been, and there will not be, any sales of the Secured Notes or Sunbeam
Common Stock made by Sunbeam (other than sales pursuant to the Exchange
Offer) or by or through an underwriter at or about the same time as the
Exchange Offer. No consideration has been, or will be given, directly or
indirectly, to any broker, dealer, salesman, or other person for soliciting
exchanges of the Zero Debentures. Sunbeam has appointed American Stock
Transfer & Trust Company (the "Exchange Agent") as the Exchange Agent in
connection with the Exchange Offer and MacKenzie Partners, Inc. (the
"Information Agent") as the Information Agent in connection with the
Exchange Offer. Sunbeam has agreed to reimburse the Exchange Agent and the
Information Agent for their reasonable out-of-pocket expenses in connection
therewith and to indemnify the Exchange Agent and the Information Agent
against any losses or claims incurred without negligence or bad faith on
the part of the Exchange Agent or the Information Agent, respectively, in
connection with their respective duties relating to the Exchange Offer. In
addition, Sunbeam will pay remuneration to its financial, legal, and
accounting advisors for the provision of advisory, legal and accounting
services, respectively. No holder of the outstanding Zero Debentures has
made or will be requested to make any cash payment to Sunbeam in connection
with the Exchange Offer.
AFFILIATIONS
3. AFFILIATES
Sunbeam, directly or indirectly, owns 100% of the voting stock of
each of the following entities:
1. Montey Corporation
2. Sunbeam Americas Holdings, Ltd.
3. Sunbeam (Uruguay) S.A.
4. Magnetics and Electronics, Inc.
5. Allegheny International Exercise, Co.
6. Chemetron Corporation
7. Eliskim, Inc.
8. Infoswitch, Inc.
9. Temrac Company
10. Montey Credit Corporation
11. GHI I, Inc.
12. Vero Dunes Venturer, Inc.
13. Sunbeam Corporation (Canada) Ltd.
14. Al Realty Marketing of New York
15. Sunbeam A.G.
16. The Wallingford Insurance Co., Ltd.
17. Integrated Specialties, Inc.
18. New Bra-Con Industries, Inc.
19. Aparatos Electricos de Saltillo S.A. de C.V.
20. Sunbeam Products, Inc.
21. Northern Blankets Ltd.
22. Woodshaft, Inc.
23. True Temper de Venezuela S.A.
24. Sunbeam Services, Inc.
25. Sunbeam Holdings S.A. de C.V.
26. PH III, Inc.
27. OP II, Inc.
28. Sunbeam Health & Safety Company
29. SI II, Inc.
30. Sunbeam Asset Diversification, Inc.
31. Thalia Products, Inc.
32. Chemetron Investments, Inc.
33. El Rayo de Sol de Chihuahua S.A. de C.V.
34. Sunbeam Mexicana S.A. de C.V.
35. Sunbeam-Oster International FSC, Inc.
36. First Alert, Inc.
37. Sunbeam Health Company
38. Sunbeam International (Asia), Ltd.
39. Sunbeam del Peru, S.A.
40. L.A. Services, Inc.
41. Prodox S.A. de C.V.
42. El Sol Partes S.A. de C.V.
43. Sunbeam-Oster de Acuna S.A. de C.V.
44. Sunbeam-Oster de Matamoros S.A. de C.V.
45. BRK Brands, Inc.
46. Family Gard, Inc.
47. Oster de Venezuela S.A.
48. Repuestos Electricos, S.A.
49. Tube Turns de Espana S.A.
50. Electrica BRK de Mexico
51. BRK Brands PTY Ltd.
52. Sunbeam Europe Ltd.
53. Sunbeam Consumer Products (Far East) Ltd.
54. BRK Electronics UK Ltd.
55. BRK Electronics (Europe) S.A.
56. Oster International GmbH
57. Sunbeam Japan KK
58. Laser Acquisition Corporation
59. Coleman Worldwide Corporation
60. The Coleman Company, Inc.
61. Sierra Corp. of Fort Smith, Inc.
62. Australian Coleman, Inc.
63. Coleman Argentina, Inc.
64. Coleman Country, Ltd.
65. Beacon Exports, Inc.
66. Coleman International Holdings, LLC
67. Coleman International S.a.r.l.
68. Kansas Acquisition Corporation
69. Nippon Coleman, Inc.
70. Coleman Venture Capital, Inc.
71. Coleman Puerto Rico, Inc.
72. CC Outlet, Inc.
73. River View Corporation of Barling, Inc.
74. CMO, Inc.
75. Survival Gear, Inc.
76. Coleman Powermate, Inc.
77. JGK, Inc.
78. Coleman Asset Diversification, Inc.
79. General Archery Industries, Inc.
80. TSANA International, S.A.
81. Woodcraft Equipment Company
82. Pearson Holdings, Inc.
83. Australian Coleman, Inc. (Australia Branch)
84. Australian Coleman, Inc. (Phillippines Branch)
85. Coleman Argentina (Argentina Branch)
86. Coleman Country, Ltd. (Dubai, U.A.E. Branch)
87. Coleman Mexico S.A. de C.V.
88. Coleman do Brazil, Ltda.
89. Coleman SVB SRL
90. Coleman Europe S.A./N.V.
91. Coleman Benelux B.V.
92. Coleman Asia, Limited
93. Coleman Lifestyles KK
94. Productos Coleman, S.A.
95. Coleman Deutschland GMBH
96. Coleman U.K. Holdings, Ltd.
97. Coleman Japan Company, Ltd.
98. Coleman U.K. Taymar, Ltd.
99. Taymar Gas, Ltd.
100. Epigas International, Limited
101. Sunbeam Latin America, LLC
102. Application des Gaz, S.A.
103. Camping Gaz Do Brazil
104. Camping Gaz Hellas
105. Camping Gaz Senegal
106. Camping Gaz Suisse A.G.
107. Camping Gaz GmbH
108. Camping Gaz Hungary KFT
109. Camping Gaz Italia S.L.
110. Camping Gaz Great Britain Ltd.
111. Camping Gaz CS Spol S.R.O.
112. Camping Gaz International GmbH (Deutschland)
113. Camping Gaz Poland
114. Camping Gaz Portugal International, Ltd.
115. Campiran
116. DDG I, Inc.
117. Packs & Travel Corporation
118. Packs & Travel Manufacturing Corporation
119. Coleman Brands PTY Limited
120. BRK Brands Europe, Ltd.
121. Coleman UK PLC
122. Coleman S.a.r.l.
With respect to each of the entities listed below, Sunbeam,
directly or indirectly, owns the percentage of such entity's voting stock
set forth in parentheses following the entity's name:
1. Mr. Coffee Concepts, Inc. (47%).
2. Kaimona, Inc. (51%).
3. THL-FA Corp. (75%).
4. Bafiges S.A. (99.99%).
5. Sunbeam Europe S.A. (99.97%).
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the name of each director and executive
officer of Sunbeam and the office or offices held by each such person. The
address of each person listed below is c/o Sunbeam Corporation, 2381
Executive Center Drive, Boca Raton, Florida 33431.
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NAME OFFICE
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Jerry W. Levin...................... Chairman of the Board, Chief Executive Officer
and President of Sunbeam
Philip E. Beekman................... Director
Charles M. Elson.................... Director
Howard Gittis....................... Director
John H. Klein....................... Director
David J. Pecker..................... Director
James D. Robinson, III.............. Director
Paul E. Shapiro..................... Executive Vice President and Chief Administrative Officer
Bobby G. Jenkins.................... Executive Vice President and Chief Financial Officer
Ronald H. Dunbar.................... Senior Vice President - Human Resources
Steven R. Isko...................... Senior Vice President and General Counsel
Barbara L. Allen.................... Corporate Secretary
Marc R. Shiffman.................... Senior Vice President -
Corporate Development and Strategy
John Frederick...................... Vice President - Finance and Corporate Controller
Ronald R. Richter................... Vice President and Treasurer
Robert P. Totte..................... Vice President - Taxes
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5. PRINCIPAL OWNERS OF VOTING SECURITIES
The following table sets forth certain information with respect to
the ownership of Sunbeam's voting securities by persons known by Sunbeam to
own 5% or more of any class of such voting securities as of July 11, 2000:
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TITLE AMOUNT % OF VOTING
NAME / ADDRESS OF CLASS OWNED OWNED SECURITIES OWNED
-------------- -------------- ------- ----------------
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Ronald O. Perelman Common Stock 37,099,749 28.4% (1)
35 E. 62nd Street
New York, New York 10021
Franklin Mutual Advisors, Inc. Common Stock 17,541,398 16.3% (2)
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
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(1) Represents 14,099,749 shares of Sunbeam Common Stock held by
Coleman (Parent) Holdings Inc., a subsidiary of MacAndrews & Forbes
Holdings Inc. ("MacAndrews & Forbes"), and 23,000,000 shares of
Sunbeam Common Stock which may be acquired by MacAndrews & Forbes
at a cash exercise price of $7 per share pursuant to a warrant
issued to it by Sunbeam. Ronald O. Perelman is the indirect
beneficial owner of all of the outstanding capital stock of Coleman
(Parent) Holdings. Accordingly, Mr. Perelman may be deemed to be
the beneficial owner of all of the shares of Sunbeam Common Stock
owned by Coleman (Parent) Holdings.
(2) Information reflected in this table and the notes thereto with
respect to Franklin Mutual Advisors is derived from Schedule 13D,
dated November 1, 1996, filed by Franklin Mutual Advisors or its
predecessors with the SEC, as thereafter amended, most recently on
March 1, 1999. The shares listed above are beneficially owned by
one or more open-end investment companies or other managed accounts
which, pursuant to advisory contracts, are advised by Franklin
Mutual Advisors. Franklin Mutual Advisors disclaims beneficial
ownership of these shares.
UNDERWRITERS
6. UNDERWRITERS
(a) The name and complete mailing address of each person who,
within three years prior to the date of filing this application, acted as
an underwriter of any securities of the Applicant which are outstanding on
the date of filing this application and the title of each class of the
securities underwritten are as follows:
NAME / ADDRESS TITLE OF CLASS UNDERWRITTEN
-------------- ---------------------------
Morgan Stanley & Co. Incorporated Zero Coupon Convertible Senior
1585 Broadway Subordinated Debentures due 2018
New York, New York 10036
(b) Not applicable.
CAPITAL SECURITIES
7. CAPITALIZATION
(a) The debt securities and capital stock of Sunbeam on a
consolidated basis as of July 11, 2000 were as follows:
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TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
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Common Stock (1)(2)................ 500,000,000 107,558,065
Preferred Stock.................... 2,000,000 0 (2)
Zero Coupon Convertible Senior
Subordinated Debentures due 2018... $ 2,014,000,000(3) $ 2,014,000,000 (3)
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(1) On August 24, 1998, Sunbeam issued to MacAndrews & Forbes a warrant
which entitles the holder thereof to purchase up to 23 million
shares of Sunbeam Common Stock at a cash exercise price of $7 per
share, subject to anti-dilution adjustments. This warrant expires
on August 24, 2003. On January 6, 2000, Sunbeam issued to the
former public stockholders of The Coleman Company, Inc., now a
wholly owned subsidiary of Sunbeam, 4.98 million additional
warrants, each of which entitles the holder thereof to purchase one
share of Sunbeam Common Stock at a cash exercise price of $7 per
share. These warrants also expire on August 24, 2003.
(2) Under some circumstances, Sunbeam may be obligated to issue to the
lenders under its senior credit agreement up to 4.5 million shares
of Sunbeam Common Stock or, under some circumstances, up to 4.5
million shares of Sunbeam preferred stock to be designated "Series
A Participating Preferred Stock," as described in the Offering
Circular attached hereto as Exhibit T3E(1) under the captions "The
Exchange Offer - Agreements Relating to Sunbeam Securities - Senior
Credit Agreement Amendment" and "Description of Capital Stock -
Preferred Stock."
(3) Reflects the aggregate principal amount at maturity of the
outstanding Zero Debentures. As of the date hereof, the outstanding
Zero Debentures had an accreted value of $839.9 million.
(b) Each share of Sunbeam Common Stock entitles its holder to one
vote on all matters upon which Sunbeam stockholders are entitled or
permitted to vote, including the election of directors. There are no
cumulative voting rights. The Sunbeam Common Stock has no preemptive rights
or conversion rights nor are there any redemption or sinking fund
provisions applicable to the Common Stock. There currently are no shares of
Sunbeam Preferred Stock ("Preferred Stock") outstanding. Sunbeam's Amended
and Restated Certificate of Incorporation provides that the Sunbeam board
of directors may authorize the issuance of one or more series of preferred
stock having such rights, including voting, conversion and redemption
rights, and such preferences, including dividend and liquidation
preferences, as the Sunbeam board may determine without any further action
by the stockholders of Sunbeam. As described above, under some
circumstances, Sunbeam may be obligated to issue to the lenders under its
senior credit agreement up to 4.5 million shares of Series A Participating
Preferred Stock (the "Series A Preferred Stock"). If and when issued, each
share of the Series A Preferred Stock will entitle its holder to one vote
on all matters upon which Sunbeam stockholders are entitled or permitted to
vote, including the election of directors. Unless otherwise required by
applicable law, the Series A Preferred Stock will vote together as a single
class with the Sunbeam Common Stock on all matters submitted to a vote of
the stockholders of Sunbeam.
INDENTURE SECURITIES
8. ANALYSIS OF INDENTURE PROVISIONS
The information set forth in the section of the Offering Circular
captioned "Description of Secured Notes" is incorporated herein by
reference in response to this item. A copy of the Offering Circular is
attached hereto as Exhibit T3E(1).
9. OTHER OBLIGORS
None.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises:
(a) Pages numbered 1 to 11 consecutively.
(b) The statement of eligibility and qualification on Form T-1 of
The Bank of New York, as trustee under the indenture to be qualified.
(c) The following exhibits in addition to those filed as part of
the statement of eligibility and qualification of such trustee:
Exhibit T3A - Amended and Restated Certificate of Incorporation of
Sunbeam. (1)
Exhibit T3B - Bylaws of Sunbeam, as amended. (2)
Exhibit T3C - A copy of the indenture to be qualified. (3)
Exhibit T3D - Not applicable.
Exhibit T3E - (1) Offering Circular, dated as of July 11, 2000. (3)
(2) Letter of Transmittal accompanying the Offering
Circular. (3)
(3) Letter to Clients. (3)
(4) Letter to Broker-Dealers. (3)
(5) Notice of Guaranteed Delivery. (3)
(6) Guidelines for Certification of Taxpayer
Identification Number on substitute Form W-9. (3)
Exhibit T3F - Cross-reference sheet (included as part of Exhibit
T3C).
(1) Incorporated by reference to Sunbeam's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1996.
(2) Incorporated by reference to Sunbeam's Annual Report on Form
10-K/A for the fiscal year ended December 28, 1996 (filed
November 12, 1998).
(3) Incorporated by reference to Sunbeam's Tender Offer
Statement on Schedule TO (filed July 11, 2000).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the applicant, Sunbeam Corporation, a corporation organized and existing
under the laws of State of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Boca Raton,
and State of Florida on the 11th day of July, 2000.
SUNBEAM CORPORATION
By: /s/ Bobby G. Jenkins
________________________________
Bobby G. Jenkins
Executive Vice President and
Chief Financial Officer
Attest:
/s/ Steven R. Isko
_____________________________
Steven R. Isko
Senior Vice President
and General Counsel
