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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 1998
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SIGNATURE BRANDS USA, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19912 36-3635286
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(State of Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
7005 Cochran Road Glenwillow, Ohio 44139-4312
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (440) 542-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 1998
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SIGNATURE BRANDS, INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 33-80000 36-3330781
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(State of Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
7005 Cochran Road Glenwillow, Ohio 44139-4312
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (440) 542-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Signature Brands USA, Inc. (the "Company") issued a News Release on
March 2, 1998, a copy of which is filed as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 News Release dated March 2, 1998, from the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIGNATURE BRANDS USA, INC.
SIGNATURE BRANDS, INC.
By: /s/ Steven M. Billick
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Steven M. Billick
Senior Vice President, Treasurer and Chief
Financial Officer
Date: March 9, 1998
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 News Release dated March 2, 1998, from the Company.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
SIGNATURE BRANDS AND SUNBEAM ANNOUNCE MERGER AGREEMENT
Cleveland, Ohio (March 2, 1998) -- Signature Brands USA, Inc., (Nasdaq:SIGB), a
leading manufacturer of a comprehensive line of consumer and professional
products and Sunbeam Corporation (NYSE: SOC), a leading consumer products
company, today announced the execution of a definitive merger agreement whereby
Sunbeam would acquire for cash all outstanding shares of Signature Brands common
stock for $8.25 per share. This represents a 57 percent premium to the closing
price for Signature Brands common stock on Friday, February 27, 1998, of $5.25
per share.
Under the terms of the merger agreement, approved by both company Boards,
Sunbeam will initiate a tender offer for all of the outstanding shares of
Signature Brands to commence within five business days. Once initiated, the
offer will be open for 20 business days unless further extended. Sunbeam's offer
is contingent upon, among other things, a valid tender of at least a majority of
the outstanding shares of Signature Brands. After consummation of the tender
offer, Sunbeam will acquire, pursuant to the merger agreement, any remaining
Signature Brands shares for the same per share price. The transaction is subject
to a number of customary conditions including the receipt of required regulatory
approvals. In connection with the merger agreement, certain stockholders owning
in the aggregate, approximately 48 percent of Signature Brands outstanding
shares have agreed to tender all of their shares.
Meeta Vyas, Vice Chairman of the Board and Chief Executive Officer of Signature
Brands stated: "We are pleased to announce the combination of these two leading
consumer products companies. It is our belief that the maximum potential of
Signature Brands' portfolio of leading brand name products can best be realized
by capitalizing on the strengths of a larger and more diversified organization."
Sunbeam Corporation is a leading consumer products company that designs,
manufactures and markets nationally and internationally a diverse portfolio of
brand name products. The company's Sunbeam(R)and Oster(R) brands have been
household names for generations, both domestically and abroad, and the company
is a market leader in many of its product categories.
Signature Brands USA, Inc. is a leading manufacturer of a comprehensive line of
consumer and professional products. The Company's consumer products, marketed
under the Mr. Coffee(R), Health o meter(R), Counselor(R), and Borg(R) brand
names include automatic drip coffeemakers, teamakers, coffee filters, water
filtration products, accessories and other kitchen countertop appliances as well
as bath, kitchen, and gourmet scales and therapeutic devices. Professional
products include the Pelouze(R) and Health o meter(R) brands of office,
foodservice and medical scales.
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This press release contains forward-looking statements based on current
expectations which are covered under the "Safe Harbor" provision within the
Private Securities Litigation Reform Act of 1995. Actual results and events
related to the acquisition may differ from those anticipated as a result of
risks and uncertainties which include, but are not limited to, the successful
completion of this transaction, the effective integration of Signature Brands
into Sunbeam and the overall economic, market and industry conditions, as well
as the risks described from time to time in Sunbeam's and Signature Brand's
reports as filed with the Securities and Exchange Commission, including their
most recently filed Form 10-K reports.
Contact: Steven M. Billick
Senior Vice President and
Chief Financial Officer
(440) 542-4000
