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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SUN COAST INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
FREMONT PARTNERS, L.P.
SAFFRON ACQUISITION CORP.
KERR GROUP, INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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866670201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GILBERT H. LAMPHERE
PRESIDENT
SAFFRON ACQUISITION CORP.
C/O FREMONT PARTNERS, L.P.
50 FREMONT STREET
SUITE 3700
SAN FRANCISCO, CALIFORNIA 94105
(415) 284-8500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1/13D (the "Schedule 14D-1/13D") filed with the Securities and
Exchange Commission on February 3, 1998 by Saffron Acquisition Corp. (the
"Purchaser") and Kerr Group, Inc. ("Parent"), relating to the offer by the
Purchaser to purchase all of the outstanding shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock") of Sun Coast Industries,
Inc., a Delaware corporation (the "Company") at $10.75 per Share, net to the
seller in cash upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 3, 1998 (the "Offer to Purchase"), a copy of
which is attached to the Schedule 14D-1/13D as Exhibit (a)(1), and the related
Letter of Transmittal, a copy of which is attached to the Schedule 14D-1/13D
as Exhibit (a)(2). This filing also constitutes Amendment No. 2 to the
Schedule 13D originally filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, on behalf of the Purchaser, Parent, Fremont
Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont
Investors, Inc.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1/13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) The information set forth in Item 2 of the Schedule 14D-1/13D
is hereby amended by replacing the second sentence thereof in its entirety
with the following:
None of FP Advisors, The Fremont Group or Fremont Investors hereby admits
that it is a "bidder" within the meaning of Schedule 14D-1.
The information set forth in "Section 9--Certain Information Concerning
Parent and the Purchaser" is hereby amended by replacing the second sentence
of the second paragraph under the subheading "The Purchaser" in its entirety
with the following:
None of FP Advisors, The Fremont Group or Fremont Investors hereby admits
that it is a "bidder" for the purpose of this Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
Saffron Acquisition Corp.
/s/ Gilbert H. Lamphere
By: _________________________________
Gilbert H. Lamphere
President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
Kerr Group, Inc.
/s/ Gilbert H. Lamphere
By: _________________________________
Gilbert H. Lamphere
Chairman of the Board of
Directors
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
Fremont Partners, L.P.
By: FP Advisors, L.L.C., its general
partner
By: Fremont Group, L.L.C., its
managing member
By: Fremont Investors, Inc.,
its manager
By: /s/ R. S. Kopf
________________________
Name: R. S. Kopf
Title: Managing
Director, General
Counsel and
Secretary
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
FP Advisors, L.L.C.
By: Fremont Group, L.L.C., its
managing member
By: Fremont Investors, Inc., its
manager
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counseland Secretary
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
Fremont Group, L.L.C.
By: Fremont Investors, Inc., its
manager
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counsel and Secretary
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: March 3, 1998
Fremont Investors, Inc.
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counseland Secretary
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