AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e)(3) OF THE SECURITIES EXCHANGE ACT OF 1934)
THE COLEMAN COMPANY, INC.
(Name of Issuer)
SUNBEAM CORPORATION
CAMPER ACQUISITION CORP.
THE COLEMAN COMPANY, INC.
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
193559 10 1
(CUSIP Number of Class of Securities)
DAVID C. FANNIN, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
SUNBEAM CORPORATION
1615 SOUTH CONGRESS AVENUE, SUITE 200
DELRAY BEACH, FLORIDA 33445
(561) 243-2100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Persons Filing
Statement)
COPY TO:
RICHARD L. EASTON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE RODNEY SQUARE
WILMINGTON, DELAWARE 19801
(302) 651-3000
This Statement is filed in connection with:
(X) a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
(X) b. The filing of a registration statement under the Securities Act
of 1933.
( ) c. A tender offer.
( ) d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: (X)
Calculation of Filing Fee
Transaction Valuation(1) Amount of Filing Fee(2)
$278,206,768 $55,641
(1) Estimated solely for the purpose of calculating the filing fee
required by Rule 0-11 promulgated under the Securities Exchange Act of
1934, as amended, and based on the product of (i) $21.9375, the
average of the high and low sale prices of the common stock, par value
$.01 per share ("Coleman Common Stock"), of The Coleman Company, Inc.
("Coleman") on May 8, 1998, as reported on the New York Stock
Exchange, Inc. Composite Transactions Tape, multiplied by (ii)
12,703,580 (the number of shares of Coleman Common Stock to be
exchanged in the merger of Camper Acquisition Corp. ("CAC"), a wholly
owned subsidiary of Sunbeam Corporation ("Sunbeam"), with and into
Coleman, pursuant to the Agreement and Plan of Merger, dated as of
February 27, 1998, among Sunbeam, CAC and Coleman, assuming the
exercise of all outstanding options to purchase shares of Coleman
Common Stock.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11,
is equal to 1/50th of one percent of the transaction value as set
forth above.
(X) Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid.
Amount Previously Paid: $57,978 Filing Party: Sunbeam Corporation
Form and Registration No: Form S-4 Filing Date: May 11, 1998
Registration Statement,
Registration No. ____
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Schedule 13E-3") is being jointly filed by Sunbeam Corporation, a Delaware
corporation ("Sunbeam"), Camper Acquisition Corp., a Delaware corporation
and a newly formed, wholly owned subsidiary of Sunbeam ("CAC"), and The
Coleman Company, Inc., a Delaware corporation ("Coleman"), in connection
with the merger (the "Coleman Merger") of CAC with and into Coleman, with
Coleman continuing as the surviving corporation and as an indirect wholly
owned subsidiary of Sunbeam. The Coleman Merger will be effected pursuant
to the Agreement and Plan of Merger, dated as of February 27, 1998 (the
"Coleman Merger Agreement"), among Sunbeam, CAC and Coleman. Upon the
terms and subject to the conditions set forth in the Coleman Merger
Agreement, at the effective time of the Coleman Merger, each outstanding
share of common stock, par value $.01 per share ("Coleman Common Stock"),
of Coleman (other than shares held indirectly by Sunbeam and dissenting
shares, if any) will be converted into the right to receive 0.5677 of a
share of common stock, par value $.01 per share, of Sunbeam ("Sunbeam
Common Stock") and $6.44 in cash, without interest thereon. Cash will be
paid in lieu of any fractional shares of Sunbeam Common Stock. The Coleman
Merger Agreement is incorporated by reference herein in its entirety.
The Coleman Merger is the second and final step in the acquisition by
Sunbeam of the entire equity interest in Coleman. The first step of such
acquisition occurred pursuant to the Agreement and Plan of Merger, dated as
of February 27, 1998 (as amended, the "Holdings Merger Agreement"), among
Sunbeam, Laser Acquisition Corp., a Delaware corporation and a newly
formed, wholly owned subsidiary of Sunbeam ("LAC"), Coleman (Parent)
Holdings Inc. ("Parent Holdings"), a Delaware corporation and an indirect
wholly owned subsidiary of Mafco Holdings Inc. ("Mafco"), and CLN Holdings
Inc., a Delaware corporation and a wholly owned subsidiary of Parent
Holdings ("CLN Holdings"). On March 30, 1998, pursuant to the Holdings
Merger Agreement, CLN Holdings was merged with and into LAC, with LAC
continuing as the surviving corporation and as a wholly owned subsidiary of
Sunbeam (the "Holdings Merger"). As a result of the Holdings Merger,
Sunbeam became the indirect owner of the 44,067,520 shares of Coleman
Common Stock held by Coleman Worldwide Corporation, a Delaware corporation
and a wholly owned subsidiary of CLN Holdings. The shares of Coleman
Common Stock indirectly acquired by Sunbeam in the Holdings Merger
represented more than 80% of the total number of then outstanding
shares. As a result of subsequent option exercises by employees and
former employees of Coleman, such shares represent approximately ___% of
the currently outstanding shares of Coleman Common Stock.
On March 30, 1998, upon consummation of the Holdings Merger, all of
the members of the Coleman board of directors resigned, the number of
directors constituting the board of directors of Coleman was fixed at five,
and five designees of Sunbeam were elected as the directors of Coleman.
The information set forth in the preliminary Information
Statement/Prospectus (the "Information Statement/Prospectus") filed by
Coleman and Sunbeam with the Securities and Exchange Commission on the date
hereof is incorporated by reference herein in its entirety and the
responses to each item of this Schedule 13E-3 are qualified in their
entirety by the provisions of the Information Statement/Prospectus. The
following is a summary cross-reference sheet pursuant to General
Instruction F of Schedule 13E-3 which shows the location in the Information
Statement/Prospectus of the information required to be disclosed in
response to the items of Schedule 13E-3.
CROSS-REFERENCE SHEET
Item in Schedule 13E-3 Location In Information Statement/Prospectus
Item 1(a) . . . . . . . . . Cover Page; "SUMMARY -- The Companies"
Item 1(b) . . . . . . . . . Cover Page; "THE COLEMAN MERGER --
Ownership of Coleman Common
Stock"; "DESCRIPTION OF COLEMAN
CAPITAL STOCK"
Item 1(c)-(d) . . . . . . . "SUMMARY -- Market Prices and
Dividends Paid"; "SOURCE AND
AMOUNT OF FUNDS AND OTHER
CONSIDERATION"
Item 1(e) . . . . . . . . . . *
Item 1(f) . . . . . . . . . "THE COLEMAN MERGER -- Ownership
of Coleman Common Stock"
Item 2(a)-(d), (g) . . . . Cover Page; "SUMMARY -- The
Companies"; "SUMMARY -- The
Merger"; "DIRECTORS AND EXECUTIVE
OFFICERS OF SUNBEAM, CAC AND
COLEMAN"
Item 2(e)-(f) . . . . . . . *
Item 3(a)(1) . . . . . . . *
Item 3(a)(2) . . . . . . . . Cover Page; "SUMMARY -- Recent
Developments"; "SUMMARY --
Material Contacts Between Sunbeam
and Coleman and its Affiliates";
"SPECIAL FACTORS -- Background of
the Merger"; "SPECIAL FACTORS --
Sunbeam's Plans and Proposals for
Coleman"; "MATERIAL CONTACTS
BETWEEN SUNBEAM AND COLEMAN AND
ITS AFFILIATES -- Holdings Merger
Agreement"
Item 3(b) . . . . . . . . . . Cover Page; "SUMMARY -- Recent
Developments"; "SUMMARY --
Material Contacts Between Sunbeam
and Coleman and its Affiliates";
"SPECIAL FACTORS -- Background of
the Merger"; "MATERIAL CONTACTS
BETWEEN SUNBEAM AND COLEMAN AND
ITS AFFILIATES -- Holdings Merger
Agreement"
Item 4(a) . . . . . . . . . Cover Page; "SUMMARY -- The
Merger"; "THE COLEMAN MERGER"
Item 4(b) . . . . . . . . . "SUMMARY -- The Merger"; "THE
COLEMAN MERGER -- Interests of
Certain Persons in the Merger";
"THE COLEMAN MERGER --
Continuation of Existing
Indemnification Rights"
Item 5(a)-(b) . . . . . . . *
Item 5(c) . . . . . . . . . Cover Page; "SUMMARY -- Material
Contacts Between Sunbeam and
Coleman and its Affiliates";
"SPECIAL FACTORS -- Sunbeam's
Plans and Proposals for Coleman";
"MATERIAL CONTACTS BETWEEN
SUNBEAM AND COLEMAN AND ITS
AFFILIATES -- Holdings Merger
Agreement"
Item 5(d) . . . . . . . . "SUMMARY -- Market Prices and
Dividends Paid"; "SPECIAL FACTORS --
Purposes and Effects of the
Coleman Merger"; "THE COLEMAN
MERGER -- Delisting and
Deregistration of Coleman Common
Stock"; "SOURCE AND AMOUNT OF
FUNDS AND OTHER CONSIDERATION";
"UNAUDITED PRO FORMA CONDENSED
FINANCIAL STATEMENTS"
Item 5(e) . . . . . . . . "SPECIAL FACTORS -- Purposes and
Effects of the Coleman Merger";
"SPECIAL FACTORS -- Sunbeam's
Plans and Proposals for Coleman"
Item 5(f)-(g) . . . . . . . "SUMMARY -- Market Prices and
Dividends Paid"; "SPECIAL FACTORS --
Purposes and Effects of the
Coleman Merger"; "THE COLEMAN
MERGER -- Delisting and
Deregistration of Coleman Common
Stock"
Item 6(a), (c)-(d) . . . . "SUMMARY -- Recent Developments";
"SOURCE AND AMOUNT OF FUNDS AND
OTHER CONSIDERATION"
Item 6(b) . . . . . . . . . "THE COLEMAN MERGER -- Expenses"
Item 7(a)-(c) . . . . . . . "SPECIAL FACTORS -- Coleman's
Reasons for the Coleman Merger
and Approval of the Old Coleman
Board"; "SPECIAL FACTORS --
Sunbeam's Reasons for the Coleman
Merger"; "SPECIAL FACTORS
Purposes and Effects of the
Coleman Merger"
Item 7(d) . . . . . . . . . "SUMMARY -- The Merger"; "SUMMARY
-- Certain U.S. Federal Income Tax
Considerations"; "SUMMARY --
Market Prices and Dividends
Paid"; "SPECIAL FACTORS --
Purposes and Effects of the
Coleman Merger"; "THE COLEMAN
MERGER -- Conversion of Coleman
Common Stock"; "THE COLEMAN
MERGER -- Accounting Treatment";
"THE COLEMAN MERGER -- Delisting
and Deregistration of Coleman
Common Stock"; "THE COLEMAN
MERGER -- Ownership Interests of
Coleman Stockholders After the
Coleman Merger"; "CERTAIN U.S.
FEDERAL INCOME TAX
CONSIDERATIONS"; "UNAUDITED PRO
FORMA CONDENSED FINANCIAL
STATEMENTS"
Item 8(a)-(b) . . . . . . . "SPECIAL FACTORS -- Coleman's
Reasons for the Coleman Merger
and Approval of the Old Coleman
Board"; "SPECIAL FACTORS --
Position of Sunbeam on the
Fairness of the Coleman Merger"
Item 8(c) . . . . . . . . . Cover Page; "SUMMARY -- The
Merger"; "SPECIAL FACTORS --
Background of the Merger"
Item 8(d)-(f) . . . . . . . *
Item 9(a)-(c) . . . . . . . "AVAILABLE INFORMATION";
"SUMMARY -- The Merger"; "SPECIAL
FACTORS -- Background of the
Merger"; "SPECIAL FACTORS --
Opinion of Financial Advisor to
Coleman"; "SPECIAL FACTORS --
Opinion of Financial Advisor to
Sunbeam"
Item 10(a)-(b) . . . . . . Cover Page; "SUMMARY -- Recent
Developments"; "SUMMARY --
Material Contacts Between Sunbeam
and Coleman and its Affiliates";
"THE COLEMAN MERGER -- Ownership
of Coleman Common Stock";
"MATERIAL CONTACTS BETWEEN
SUNBEAM AND COLEMAN AND ITS
AFFILIATES -- Holdings Merger
Agreement"
Item 11 . . . . . . . . . . Cover Page; "SUMMARY -- Recent
Developments"; "SUMMARY -- The
Merger"; "SUMMARY -- Material
Contacts Between Sunbeam and
Coleman and its Affiliates"; "THE
COLEMAN MERGER -- Interests of
Certain Persons in the Merger";
"SOURCE AND AMOUNT OF FUNDS AND
OTHER CONSIDERATION"; "MATERIAL
CONTACTS BETWEEN SUNBEAM AND
COLEMAN AND ITS AFFILIATES --
Holdings Merger Agreement"
Item 12(a) . . . . . . . . Cover Page; "SUMMARY -- The
Merger"; "SPECIAL FACTORS --
Background of the Merger";
"THE COLEMAN MERGER -- Interests
of Certain Persons in the Merger"
Item 12(b) . . . . . . . . Cover Page; "SUMMARY -- The
Merger"; "SPECIAL FACTORS --
Background of the Merger";
"SPECIAL FACTORS -- Coleman's
Reasons for the Coleman Merger
and Approval of the Old Coleman
Board"
Item 13(a) . . . . . . . . Cover Page; "SUMMARY -- Appraisal
Rights"; "APPRAISAL RIGHTS";
"ANNEX III -- SECTION 262 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE"
Item 13(b)-(c) . . . . . . *
Item 14(a) . . . . . . . . "INCORPORATION OF DOCUMENTS BY
REFERENCE"; "SUMMARY -- Selected
Consolidated Financial Data of
Coleman"; "SUMMARY -- Comparative
Per Share Data"
Item 14(b) . . . . . . . . "SUMMARY -- Selected Consolidated
Historical and Pro Forma
Financial Information of
Sunbeam"; "SUMMARY -- Comparative
Per Share Data"; "UNAUDITED PRO
FORMA CONDENSED FINANCIAL
STATEMENTS"
Item 15(a)-(b) . . . . . . *
________________
* Omitted since the answer is negative, the Item is not applicable or
the Item is located in this Schedule 13E-3 only.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the Information
Statement/Prospectus cover page and under the caption "SUMMARY -- The
Companies" in the Information Statement/Prospectus is incorporated herein
by reference.
(b) The information set forth on the Information
Statement/Prospectus cover page and under the captions "THE COLEMAN MERGER
-- Ownership of Coleman Common Stock" and "DESCRIPTION OF COLEMAN CAPITAL
STOCK" in the Information Statement/Prospectus is incorporated herein by
reference.
(c)-(d) The information set forth under the captions "SUMMARY --
Market Prices and Dividends Paid" and "SOURCE AND AMOUNT OF FUNDS AND OTHER
CONSIDERATION" in the Information Statement/Prospectus is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth under the caption "THE COLEMAN MERGER
-- Ownership of Coleman Common Stock" in the Information Statement/Prospectus
is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Schedule 13E-3 is being filed jointly by Sunbeam,
CAC and Coleman (which is the issuer of the class of equity securities
which is the subject of the Rule 13e-3 transaction). The information set
forth on the Information Statement/Prospectus cover page and under the
captions "SUMMARY -- The Companies," "SUMMARY -- The Merger" and "DIRECTORS
AND EXECUTIVE OFFICERS OF SUNBEAM, CAC AND COLEMAN" in the Information
Statement/Prospectus is incorporated herein by reference.
(e)-(f) During the last five years, none of Sunbeam, CAC or Coleman,
nor, to the best of their knowledge, any of their directors and executive
officers (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of
such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) Not applicable.
(a)(2) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- Recent
Developments," "SUMMARY -- Material Contacts Between Sunbeam and Coleman and
its Affiliates," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Sunbeam's Plans and Proposals for Coleman" and "MATERIAL CONTACTS
BETWEEN SUNBEAM AND COLEMAN AND ITS AFFILIATES -- Holdings Merger Agreement"
is incorporated herein by reference.
(b) The information set forth on the Information Statement/Prospectus
cover page and under the captions "SUMMARY -- Recent Developments,"
"SUMMARY -- Material Contacts Between Sunbeam and Coleman and
its Affiliates," "SPECIAL FACTORS -- Background of the Merger" and "MATERIAL
CONTACTS BETWEEN SUNBEAM AND COLEMAN AND ITS AFFILIATES" is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- The
Merger" and "THE COLEMAN MERGER" in the Information Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth under the captions "SUMMARY -- The
Merger," "THE COLEMAN MERGER -- Interests of Certain Persons in the Merger"
and "THE COLEMAN MERGER -- Continuation of Existing Indemnification Rights"
is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) Not Applicable.
(c) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- Material
Contacts Between Sunbeam and Coleman and its Affiliates," "SPECIAL FACTORS
-- Sunbeam's Plans and Proposals for Coleman" and "MATERIAL CONTACTS BETWEEN
SUNBEAM AND COLEMAN AND ITS AFFILIATES -- Holdings Merger Agreement" in the
Information Statement/Prospectus is incorporated herein by reference.
(d) The information set forth under the captions "SUMMARY -- Market
Prices and Dividends Paid," "SPECIAL FACTORS -- Purposes and Effects of the
Coleman Merger," "THE COLEMAN MERGER -- Delisting and Deregistration of
Coleman Common Stock," "SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION"
and "UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS" in the Information
Statement/Prospectus is incorporated herein by reference.
(e) The information set forth under the captions "SPECIAL FACTORS --
Purposes and Effects of the Coleman Merger" and "SPECIAL FACTORS --
Sunbeam's Plans and Proposals for Coleman" in the Information
Statement/Prospectus is incorporated herein by reference.
(f)-(g) The information set forth under the captions "SUMMARY --
Market Prices and Dividends Paid," "SPECIAL FACTORS -- Purposes and Effects
of the Coleman Merger" and "THE COLEMAN MERGER -- Delisting and
Deregistration of Coleman Common Stock" in the Information
Statement/Prospectus is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a), (c)-(d) The information set forth under the captions "SUMMARY --
Recent Developments" and "SOURCE AND AMOUNT OF FUNDS AND OTHER
CONSIDERATION" in the Information Statement/Prospectus is incorporated
herein by reference.
(b) The information set forth under the caption "THE COLEMAN MERGER
-- Expenses" in the Information Statement/Prospectus is incorporated herein
by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under the captions "SPECIAL
FACTORS -- Coleman's Reasons for the Coleman Merger and Approval of the Old
Coleman Board," "SPECIAL FACTORS -- Sunbeam's Reasons for the Coleman
Merger" and "SPECIAL FACTORS -- Purposes and Effects of the Coleman Merger"
in the Information Statement/Prospectus is incorporated herein by
reference.
(d) The information set forth under the captions "SUMMARY -- The
Merger," "SUMMARY -- Certain U.S. Federal Income Tax Considerations,"
"SUMMARY -- Market Prices and Dividends Paid," "SPECIAL FACTORS -- Purposes
and Effects of the Coleman Merger," "THE COLEMAN MERGER -- Conversion of
Coleman Common Stock," "THE COLEMAN MERGER -- Accounting Treatment," "THE
COLEMAN MERGER -- Delisting and Deregistration of Coleman Common Stock,"
"THE COLEMAN MERGER -- Ownership Interests of Coleman Stockholders After
the Coleman Merger," "CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS" and
"UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS" in the Information
Statement/Prospectus is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth under the captions "SPECIAL
FACTORS -- Coleman's Reasons for the Coleman Merger and Approval of the Old
Coleman Board" and "SPECIAL FACTORS -- Position of Sunbeam on the Fairness
of the Coleman Merger" in the Information Statement/Prospectus is
incorporated herein by reference.
(c) The information set forth on the Information Statement/Prospectus
cover page and under the captions "SUMMARY -- The Merger" and "SPECIAL
FACTORS -- Background of the Merger" is incorporated herein by reference.
(d)-(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under the captions "AVAILABLE
INFORMATION," "SUMMARY -- The Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Opinion of Financial Advisor to Coleman" and
"SPECIAL FACTORS -- Opinion of Financial Advisor to Sunbeam" in the
Information Statement/Prospectus is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- Recent
Developments," "SUMMARY -- Material Contacts Between Sunbeam and Coleman and
its Affiliates," "THE COLEMAN MERGER -- Ownership of Coleman Common Stock"
and "MATERIAL CONTACTS BETWEEN SUNBEAM AND COLEMAN AND ITS AFFILIATES --
Holdings Merger Agreement" in the Information Statement/Prospectus is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth on the Information Statement/Prospectus
cover page and under the captions "SUMMARY -- Recent Developments," "SUMMARY
-- The Merger," "SUMMARY -- Material Contacts Between Sunbeam and Coleman and
its Affiliates," "THE COLEMAN MERGER -- Interests of Certain Persons in the
Merger," "SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION" and "MATERIAL
CONTACTS BETWEEN SUNBEAM AND COLEMAN AND ITS AFFILIATES -- Holdings Merger
Agreement" in the Information Statement/Prospectus is incorporated herein
by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- The
Merger," "SPECIAL FACTORS -- Background of the Merger" and "THE COLEMAN
MERGER -- Interests of Certain Persons in the Merger" in the Information
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- The
Merger," "SPECIAL FACTORS -- Background of the Merger" and "SPECIAL
FACTORS -- Coleman's Reasons for the Coleman Merger and Approval of the
Old Coleman Board" in the Information Statement/Prospectus is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth on the Information
Statement/Prospectus cover page and under the captions "SUMMARY -- Appraisal
Rights" and "APPRAISAL RIGHTS" in the Information Statement/Prospectus and
"ANNEX III -- SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE" thereto is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under the captions "INCORPORATION OF
DOCUMENTS BY REFERENCE," "SUMMARY -- Selected Consolidated Financial Data of
Coleman" and "SUMMARY -- Comparative Per Share Data" in the Information
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under the captions "SUMMARY --
Selected Consolidated Historical and Pro Forma Financial Information of
Sunbeam," "SUMMARY -- Comparative Per Share Data" and "UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS" in the Information Statement/Prospectus is
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Information Statement/Prospectus is
incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
*(a)(1) Credit Agreement, dated as of March 30, 1998, among Sunbeam
Corporation, the Subsidiary Borrowers referred to therein,
the Lenders party thereto, Morgan Stanley Senior Funding,
Inc., as Syndication Agent, Bank of America National Trust
and Savings Association, as Documentation Agent, and First
Union National Bank, as Administrative Agent.
*(a)(2) Amendment No. 1, dated as of May 8, 1998, to the Credit
Agreement dated as of March 30, 1998 among Sunbeam
Corporation, the Subsidiary Borrowers referred to therein,
the Lenders party thereto, Morgan Stanley Senior Funding,
Inc., as Syndication Agent, Bank of America National Trust
and Savings Association, as Documentation Agent, and First
Union National Bank, as Administrative Agent.
(b) OPINION OF CREDIT SUISSE FIRST BOSTON CORPORATION included
as ANNEX II to the Information Statement/Prospectus
incorporated by reference as Exhibit (d) to this Schedule
13E-3.
(c)(1) Agreement and Plan of Merger, dated as of February 27,
1998, among Sunbeam, CAC and Coleman included as ANNEX I to
the Information Statement/Prospectus incorporated by
reference as Exhibit (d) to this Schedule 13E-3.
(c)(2) Agreement and Plan of Merger, dated as of February 27,
1998, among Sunbeam Corporation, Laser Acquisition Corp.,
CLN Holdings Inc. and Coleman (Parent) Holdings Inc.
(previously filed as Exhibit 10.t to the Sunbeam Annual
Report on Form 10-K, filed with the Securities and Exchange
Commission (the "SEC") on March 6, 1998, and incorporated
herein by reference).
(d) Preliminary Information Statement/Prospectus of The Coleman
Company, Inc. and Sunbeam Corporation filed with the SEC on
the date hereof and incorporated herein by reference.
(e) SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
included as ANNEX III to the Information
Statement/Prospectus incorporated by reference as Exhibit
(d) to this Schedule 13E-3.
(f) None.
___________________________
* To be filed by amendment.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13E-3 is true,
complete and correct.
Dated: May 11, 1998 SUNBEAM CORPORATION
By: /s/ David C. Fannin
___________________________________
David C. Fannin
Executive Vice President, Chief
Legal Officer and Secretary
THE COLEMAN COMPANY, INC.
By: /s/ David C. Fannin
___________________________________
David C. Fannin
Executive Vice President, Chief
Legal Officer and Secretary
CAMPER ACQUISITION CORP.
By: /s/ David C. Fannin
___________________________________
David C. Fannin
Vice President,
General Counsel and Secretary
EXHIBIT INDEX
*(a)(1) Credit Agreement, dated as of March 30, 1998, among Sunbeam
Corporation, the Subsidiary Borrowers referred to therein, the
Lenders party thereto, Morgan Stanley Senior Funding, Inc., as
Syndication Agent, Bank of America National Trust and Savings
Association, as Documentation Agent, and First Union National
Bank, as Administrative Agent.
*(a)(2) Amendment No. 1, dated as of May 8, 1998, to the Credit
Agreement dated as of March 30, 1998 among Sunbeam
Corporation, the Subsidiary Borrowers referred to therein,
the Lenders party thereto, Morgan Stanley Senior Funding,
Inc., as Syndication Agent, Bank of America National Trust
and Savings Association, as Documentation Agent, and First
Union National Bank, as Administrative Agent.
(b) OPINION OF CREDIT SUISSE FIRST BOSTON CORPORATION included as
ANNEX II to the Information Statement/Prospectus incorporated
by reference as Exhibit (d) to this Schedule 13E-3.
(c)(1) Agreement and Plan of Merger, dated as of February 27, 1998,
among Sunbeam, CAC and Coleman included as ANNEX I to the
Information Statement/Prospectus incorporated by reference as
Exhibit (d) to this Schedule 13E-3.
(c)(2) Agreement and Plan of Merger, dated as of February 27, 1998,
among Sunbeam Corporation, Laser Acquisition Corp., CLN
Holdings Inc. and Coleman (Parent) Holdings Inc. (previously
filed as Exhibit 10.t to the Sunbeam Annual Report on Form 10-
K, filed with the SEC on March 6, 1998, and incorporated herein
by reference).
(d) Preliminary Information Statement/Prospectus of The Coleman
Company, Inc. and Sunbeam Corporation filed with the SEC on the
date hereof and incorporated herein by reference.
(e) SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW included as
ANNEX III to the Information Statement/Prospectus incorporated
by reference as Exhibit (d) to this Schedule 13E-3.
(f) None.
____________________________
* To be filed by amendment.
