CUSIP 867071102 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Sunbeam Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
867071102
(CUSIP Number)
Peter 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)
January 8, 2001
(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, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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
16.4
14. TYPE OF REPORTING PERSON IA
Items 4 and 5 of 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, June 18, 1998 and March 1,
1999, are hereby amended and restated in their entirety as follows:
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by advisory
clients of Franklin Mutual Advisers, LLC ("FMA") for the purpose of
investment. Neither FMA nor any executive officer or director of
FMA, has any present plans or intentions to acquire or dispose of
any securities of the Issuer other than on behalf of FMA's clients
for the purpose of investment.
In the future, FMA may decide to purchase on behalf of its advisory
clients additional shares of the Common Stock or other securities
of the Issuer. In addition, FMA may cause its advisory clients to
dispose of any or all securities of the Issuer in any manner
permitted by applicable securities laws. FMA'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.
Simultaneously with the filing of this amended schedule, the
reporting persons are filing a Schedule 13G reflecting the holdings
attributable to them of FMA's advisory clients. Neither FMA nor any
executive officer or director of FMA, 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 FMA, an
indirect wholly owned subsidiary of Franklin Resources, Inc.
("FRI"). Such advisory contracts grant to FMA all investment and
voting power over the securities owned by such advisory clients.
Therefore, FMA 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 FMA 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 FMA are collectively referred to
herein as "FRI affiliates"). Furthermore, FMA and FRI internal
policies and procedures establish informational barriers that
prevent the flow between FMA and the FRI affiliates of information
that relates to the voting and investment powers over the
securities owned by their respective advisory clients.
Consequently, FMA 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,
FMA 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 FMA is not attributed to FRI,
the Principal Shareholders, and their respective affiliates other
than FMA. FMA 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 FMA, 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 FMA
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.
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.
January 8, 2001
FRANKLIN MUTUAL ADVISERS, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
