SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0001-000052
NOTIFICATION OF LATE FILING
(X) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: December 31, 1999
( ) 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: 2381 Executive Center Drive
City, state and zip code: Boca Raton, Florida 33431
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 disclosed, concurrent with the 1998 acquisitions by
Sunbeam Corporation (the "Company") of First Alert, Inc., Signature Brands,
Inc. and a controlling interest in The Coleman Company, Inc., the Company
replaced its $250 million syndicated unsecured five-year revolving credit
facility with a new bank credit facility. The new bank credit facility
provided for aggregate borrowings of up to $1.7 billion and, in addition to
other customary covenants, required the Company to maintain specified
consolidated leverage, interest coverage and fixed charge coverage ratios.
As a result of, among other things, its operating losses incurred during
the first half of 1998, the Company has not been in compliance with the
foregoing covenants. Consequently, the Company and its lenders have
entered into a number of amendments to the credit facility pursuant to
which the lenders have either waived the Company's non-compliance with
these covenants or amended the terms of the covenants with which the
Company must comply. The most recent amendment to the credit facility is
scheduled to expire on April 10, 2000, and the Company is currently engaged
in discussions with the lenders regarding an extension or further
amendment.
As a result of the significant time and effort expended by the
Company's management in connection with the negotiation of the credit
facility amendment referred to above, the Company will not be in a position
to timely file its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999. Nevertheless, the Company does intend to file its
Annual Report on Form 10-K for the 1999 fiscal year no later than the
fifteenth 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:
Steven R. Isko, Esq. (561) 912-4100
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(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
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, which was required to be filed with the Commission on or before
March 31, 1999, was not filed with the Commission until May 11, 1999. The
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999, which was required to be filed with the Commission on or before
May 15, 1999, was not filed with the Commission until June 11, 1999.
(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?
( ) Yes (X) 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.
Sunbeam Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Steven R. Isko
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Steven R. Isko
Senior Vice President and General
Counsel
