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) July 12, 1999
The Coleman Company, Inc.
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Exact Name of Registrant Specified in Charter
Delaware 13-3639257 1-988
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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
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On July 12, 1999, The Coleman Company, Inc. (the "Company") issued to
Coleman Worldwide Corporation ("Worldwide"), a Delaware corporation and a
wholly owned subsidiary of Sunbeam Corporation ("Sunbeam"), 3,000,000
shares of a newly created series of voting preferred stock, par value $.01
per share, of the Company denominated as "Series A Participating Preferred
Stock." In addition to the shares of Series A Participating Preferred Stock
indirectly acquired by Sunbeam on July 12, 1999, Sunbeam, through
Worldwide, indirectly owns 44,067,520 shares of common stock, par value
$.01 per share, of the Company ("Company Common Stock"), or about 78.9% of
the currently issued and outstanding Company Common Stock. As a result of
the indirect acquisition by Sunbeam of the Series A Participating Preferred
Stock, Sunbeam currently indirectly possesses approximately 80.01% of the
aggregate voting power of the Company's outstanding capital stock.
The shares of Series A Participating Preferred Stock were acquired by
Worldwide at a purchase price of approximately $10.35 per share (the
"Preferred Per Share Issue Price"), or an aggregate of approximately
$31,061,400. The Preferred Per Share Issue Price represented 110% of the
average closing price per share of the Company Common Stock, as reported on
the New York Stock Exchange, Inc. Composite Transactions Tape, over the
five (5) trading days prior to the date of issuance. The shares of Series A
Participating Preferred Stock were issued to Worldwide in a transaction
which was exempt from the registration requirements of the Securities Act
of 1933, as amended. In addition, the shares of Series A Participating
Preferred Stock issued to Worldwide have not been and will not be: (i)
registered under the Securities Exchange Act of 1934, as amended, or (ii)
listed on any national securities exchange or quoted on the Nasdaq National
Market System or other over-the-counter market.
The shares of Series A Participating Preferred Stock were created by
the Company and indirectly acquired by Sunbeam in order to enable Sunbeam
and the Company to file consolidated federal income tax returns prior to
the consummation of the contemplated merger of the Company and a wholly
owned Sunbeam subsidiary which is expected to be completed later this year.
In order for the Company and Sunbeam to file consolidated federal income
tax returns, Sunbeam must own in excess of 80% of each of the aggregate
value and aggregate voting power of the Company's outstanding capital
stock.
Each share of Series A Participating Preferred Stock entitles the
holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Company. Except as required by law, the holders of the
Series A Participating Preferred Stock vote together as a single class with
the holders of the Company Common Stock on all matters submitted to a vote
of the stockholders of the Company. The Series A Participating Preferred
Stock is entitled to an annual dividend, in preference to any dividends on
(i) the Company Common Stock or (ii) any other class of capital stock of
the Company ranking junior (either as to dividends or upon liquidation,
dissolution or winding up), equal to 7.0% of the Preferred Per Share Issue
Price. Dividends on the Series A Participating Preferred Stock will accrue
and be payable at the earlier of (i) the time any liquidating distribution
is made to the holders of the Series A Participating Preferred Stock and
(ii) the time the shares of Series A Participating Preferred Stock are
exchanged or changed into other stock or securities, cash and/or any other
property, in connection with a consolidation, merger, combination or other
transaction involving the Company (other than the merger of a wholly owned
Sunbeam subsidiary with and into the Company). The holders of shares Series
A Participating Preferred Stock share ratably in all other dividends and
distributions received by the holders of the Company Common Stock. In
addition, the holders of shares of Series A Participating Preferred Stock
are entitled to a per share liquidation preference equal to the Preferred
Per Share Issue Price and, once the holders of shares of Company Common
Stock have received a like per share amount, the holders of shares of
Series A Participating Preferred Stock will share ratably with the holders
of shares of Company Common Stock in all remaining amounts available for
distribution upon liquidation of the Company.
The terms of the Series A Participating Preferred Stock and the
Preferred Per Share Issue Price were approved by the Board of Directors of
the Company following the approval of such terms and price by a special
committee of the Company's Board of Directors consisting of A. Whitman
Marchand, the Company's sole independent director.
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/ Steven R. Isko
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Steven R. Isko
Vice President and General Counsel
July 30, 1999
