SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 30, 1998
Laser Acquisition Corp.
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Exact Name of Registrant Specified in Charter
Delaware 333-29123 650752460
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.)
2111 E. 37th Street North, Wichita, Kansas 67219
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code --(316) 832-2700---------
CLN Holdings Inc.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On March 30, 1998, Sunbeam Corporation, a Delaware corporation
("Sunbeam"), acquired control of CLN Holdings Inc. ("CLN Holdings"), a
Delaware corporation which had previously been an indirect wholly owned
subsidiary of Mafco Holdings Inc., a corporation wholly owned by Ronald O.
Perelman ("Mafco"). The change of control of CLN Holdings occurred upon
consummation of the merger (the "Holdings Merger") of CLN Holdings with and
into Laser Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Sunbeam ("LAC"), pursuant to the Agreement and Plan of
Merger, dated as of February 27, 1998, as amended (the "Holdings Merger
Agreement"), among Sunbeam, LAC, CLN Holdings and Coleman (Parent) Holdings
Inc. ("Parent Holdings"), a Delaware corporation and the former parent
corporation of CLN Holdings. Upon consummation of the Holdings Merger, CLN
Holdings was merged with and into LAC, with LAC continuing as the surviving
corporation (the "Surviving Corporation") and succeeding to all the rights
and obligations of CLN Holdings.
At the effective time of the Holdings Merger, all of the
members of the board of directors of LAC became directors of the Surviving
Corporation.
The total amount of funds and other consideration required by
Sunbeam to consummate the Holdings Merger was $159,956,756 in cash and
14,099,749 shares of Sunbeam Common Stock. Sunbeam obtained the cash
portion of the Holdings Merger consideration from a recently completed
offering of $2,014 million principal amount of Zero Coupon Convertible
Senior Subordinated Debentures due 2018.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Exhibits.
99.1 Press Release issued by Sunbeam on March 30, 1998 announcing the
consummation of the Holdings Merger.
SIGNATURE
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.
LASER ACQUISITION CORP.
By: /s/ David C. Fannin
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David C. Fannin
Executive Vice President,
General Counsel and Secretary
April 8, 1998
EXHIBIT INDEX
99.1 Press Release issued by Sunbeam on March 30, 1998 announcing the
consummation of the Holdings Merger.
EXHIBIT 99.1
[SUNBEAM LOGO]
FOR IMMEDIATE RELEASE
SUNBEAM CORPORATION ACQUIRES CONTROLLING INTEREST
IN THE COLEMAN COMPANY, INC.
DELRAY BEACH, Fla. - (BUSINESS WIRE) - March 30, 1998 - Sunbeam
Corporation (NYSE:SOC) announced today that it has completed its
acquisition of an 82% interest in The Coleman Company, Inc., from
MacAndrews & Forbes Holdings, a New York based company owned by financier
Ronald O. Perelman. As a result of this transaction, Mr. Perelman's company
now holds approximately 13% of Sunbeam's outstanding stock.
Sunbeam plans to complete its acquisition of the remaining
publicly held shares of Coleman through a merger transaction expected to be
completed in the second quarter.
Albert J. Dunlap, Sunbeam's Chairman and Chief Executive Officer,
stated, "This morning we acquired a controlling interest in The Coleman
Company and have installed our own management team. Coleman is the
worldwide leader in outdoor camping and recreation with powerful brands
such as Coleman (R), Powermate (R), Eastpak (R) and Campingaz (R), which we
will quickly assimilate into our company. We will also accelerate our
growth overseas using Coleman's strong distribution in Europe and Japan to
sell Sunbeam (R) and Oster (R) products." Since the announcement of this
acquisition on March 2, 1998, Sunbeam has had a team at Coleman working on
transition and restructuring plans. Mr. Dunlap added, "Coleman reminds me
of Sunbeam 18 months ago. They have an inflated cost structure with too
many facilities and headquarters. Their management team's efforts to
restructure the Company have not proven effective. Our much more aggressive
approach to restructure and grow the Company will be successful where past
efforts have not succeeded. Throughout the remainder of 1998 we will
implement our plans to consolidate the business of Coleman into Sunbeam. We
expect the resulting synergies, cost savings and opportunities to expand
our lines of business will create meaningful EPS accretion in 1999."
Cautionary Statements - Statements contained in this press
release, including statements relating to the Company's expectations
regarding anticipated performance in the future, are "forward looking
statements," as such term is defined in the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from the
Company's statements in this release regarding its expectations, goals, or
projected results, due to various factors, including those set forth in
the Company's Cautionary Statements contained in its Form 10-K for the
period ended December 28, 1997, filed with the Securities and Exchange
Commission.
Sunbeam Corporation is a leading consumer products company that
designs, manufactures and markets, nationally and internationally, a
diverse portfolio of brand name consumer products. The Company's
Sunbeam(R), Oster(R) and Grillmaster(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.
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Contact: Investors Media
Rich Goudis Mari Hope
Sunbeam Corporation Hill & Knowlton
(561) 243-2142 (212) 885-0339
