SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SUNBEAM CORPORATION
(Name of Subject Company)
SUNBEAM CORPORATION
(Issuer)
ZERO COUPON CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2018
(Title of Class of Securities)
867071 AD4
867071 AA0
867071 AB8
(CUSIP Numbers of Class of Securities)
STEVEN R. ISKO, ESQ.
SUNBEAM CORPORATION
2381 EXECUTIVE CENTER DRIVE
BOCA RATON, FLORIDA 33431
TELEPHONE: (561) 912-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
J. GREGORY MILMOE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Contacts: Investment Community Media
Steve Dalberth Elizabeth Mather
Sunbeam Corporation Robinson, Lerer & Montgomery
(561) 912-4800 (212) 484-7701
SUNBEAM ANNOUNCES EXCHANGE OFFER FOR ZERO COUPON
CONVERTIBLE DEBENTURES DUE 2018
- IMPORTANT STEP TOWARDS RECAPITALIZATION -
------------------------------
BOCA RATON, FL, JULY 10, 2000 -- Sunbeam Corporation (NYSE: SOC)
today announced that it is offering to acquire all of its currently
outstanding Zero Coupon Convertible Senior Subordinated Debentures due 2018
in exchange for newly issued 11% Senior Secured Subordinated Notes due 2011
and shares of Sunbeam Corporation common stock.
Jerry W. Levin, Chairman and Chief Executive Officer said, "The
exchange offer directly addresses our large debt burden, which is a major
issue currently facing Sunbeam. Exchanging the zero bonds now addresses
future uncertainty surrounding the Company if the debenture holders were to
exercise their redemption rights in 2003."
Levin added, "If accepted by our bondholders, the impact of the
exchange offer will be significant. Assuming 100% acceptance, we will have
reduced debt by more than $500 million and increased shareholders' equity
by more than $3.50 per share. And most importantly, the exchange offer will
significantly enhance our ability to obtain better, long-term financing
solutions for the Company's remaining debt and future investment needs. All
of these factors will enhance our competitive position and increase
long-term value for the Company."
Pursuant to the terms of the exchange offer, Sunbeam is offering
to issue $173.00 principal amount at maturity of secured notes ($149.06
principal amount at issuance) bearing interest at 11% per annum and 17
shares of Sunbeam Corporation common stock in exchange for each $1,000
principal amount at maturity of zero debentures. The Company estimates this
is a premium of greater than 30% to the zeros at today's prices. If 100% of
the outstanding zero debentures are exchanged in the exchange offer,
Sunbeam will issue $348.4 million aggregate principal amount at maturity of
secured notes ($300.2 million principal amount at issuance) and 34,238,000
shares of common stock. The projected principal amount at maturity of the
secured notes to be issued in the exchange offer reflects accretion of
original issue discount in respect of 85% and 70% of the aggregate interest
payable by Sunbeam under the secured notes during years one and two
following issuance, respectively, and assumes no prior optional
redemptions.
The secured notes will be partially cash pay until June 15, 2002,
and fully cash pay thereafter and will mature on June 15, 2011. The secured
notes will be senior in right of payment to all of the Company's
subordinated debt, including any zero debentures that remain outstanding
after the exchange offer.
Sunbeam Corporation is a leading consumer products company that
designs, manufactures and markets, nationally and internationally, a
diverse portfolio of consumer products under such world-class brands as
Sunbeam(R), Oster(R), Grillmaster(R), Coleman(R), Mr. Coffee(R), First
Alert(R), Powermate(R), Health o meter(R), and Campingaz(R).
CAUTIONARY STATEMENTS
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of Sunbeam to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Actual results
could differ materially from those in the forward-looking statements due to
various factors, including those set forth under the captions "Cautionary
Statements" in the Company's filings with the Securities and Exchange
Commission.
NOTICE
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Zero Coupon Convertible Senior
Subordinated Debentures due 2018 of Sunbeam Corporation. At the time the
offer is commenced, Sunbeam Corporation will file a Tender Offer Statement
with the U.S. Securities and Exchange Commission. The Tender Offer
Statement (including the Offering Circular attached as an exhibit thereto,
a related Letter of Transmittal and other offer documents) will contain
important information which should be read carefully before any decision is
made with respect to the offer. The Offering Circular, the related Letter
of Transmittal and certain other offer documents will be made available to
all holders of the Zero Coupon Convertible Senior Subordinated Debentures
at no expense to them. The Tender Offer Statement (including the Offering
Circular, the related Letter of Transmittal and all other offer documents
filed with the Securities and Exchange Commission) will also be available
for free at the Securities and Exchange Commission's web site at
www.sec.gov.
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