SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
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
The Coleman Company, Inc.
---------------------------------------------------------------------
Exact Name of Registrant Specified in Charter
Delaware 1-988 13-3639257
--------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2111 E. 37th Street North, Wichita, Kansas 67219
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (316) 832-2700
---------------------------------------------------------------------
(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 indirect beneficial ownership of 44,067,520 shares
(the "Shares") of common stock, par value $.01 per share, of The Coleman
Company, Inc., a Delaware corporation ("Coleman"), which Shares represent
approximately 82% of the total number of outstanding shares of capital
stock of Coleman. The Shares were acquired by Sunbeam from an indirect
wholly owned subsidiary of Mafco Holdings Inc., a corporation wholly owned
by Ronald O. Perelman ("Mafco"), upon consummation of the merger (the
"Holdings Merger") of CLN Holdings, Inc. ("CLN Holdings"), a Delaware
corporation and an indirect wholly owned subsidiary of Mafco, 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.
Pursuant to the Holdings Merger Agreement, at the effective
time of the Holdings Merger, all of the members of the board of directors
of Coleman resigned from their positions as directors of Coleman, and five
(5) individuals designated by Sunbeam became directors of Coleman.
To the knowledge of management of Coleman, 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. To the knowledge of management of Coleman, 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.
THE COLEMAN COMPANY, INC.
By: /s/ David C. Fannin
------------------------------
David C. Fannin
Executive Vice President,
General Counsel and Secretary
April 3, 1998
EXHIBIT INDEX
99.1 Press Release issued by Sunbeam on March 30, 1998 announcing
the consummation of the Holdings Merger.
[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.
# # #
Contact: Investors Media
Rich Goudis Mari Hope
Sunbeam Corporation Hill & Knowlton
(561) 243-2142 (212) 885-0339
