-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJFillwGn4EMchmraWFXlaY5kxfItzSQhh5Y+JdisZSBVxyoOVJ6yH7jnmBvU/7m v4HpZMlDu3YkPyggQ21ukg== 0000950152-98-001862.txt : 19980311 0000950152-98-001862.hdr.sgml : 19980311 ACCESSION NUMBER: 0000950152-98-001862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980302 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980310 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNATURE BRANDS USA INC CENTRAL INDEX KEY: 0000883327 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363635286 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19912 FILM NUMBER: 98561287 BUSINESS ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 BUSINESS PHONE: 2165424200 MAIL ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH O METER PRODUCTS INC /DE DATE OF NAME CHANGE: 19930328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNATURE BRANDS INC CENTRAL INDEX KEY: 0000925252 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 363330781 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-80000-01 FILM NUMBER: 98561288 BUSINESS ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 BUSINESS PHONE: 2165424200 MAIL ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH O METER INC DATE OF NAME CHANGE: 19940613 8-K 1 SIGNATURE BRANDS USA, INC./SIGNATURE BRANDS, INC. 1 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 ------------------------------- SIGNATURE BRANDS USA, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19912 36-3635286 - -------------------------------------------------------------------------------- (State of Other Jurisdiction) (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 7005 Cochran Road Glenwillow, Ohio 44139-4312 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (440) 542-4000 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 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 ------------------------------- SIGNATURE BRANDS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 33-80000 36-3330781 - -------------------------------------------------------------------------------- (State of Other Jurisdiction) (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 7005 Cochran Road Glenwillow, Ohio 44139-4312 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (440) 542-4000 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 3 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. 4 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 ---------------------------------- Steven M. Billick Senior Vice President, Treasurer and Chief Financial Officer Date: March 9, 1998 5 EXHIBIT INDEX - ------------- Exhibit Number Description - -------------- ----------- 99.1 News Release dated March 2, 1998, from the Company. EX-99.1 2 EXHIBIT 99.1 1 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. 2 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 -----END PRIVACY-ENHANCED MESSAGE-----