SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2 TO
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
THE COLEMAN COMPANY, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
193559 10 1
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(CUSIP NUMBER)
David C. Fannin, Esq.
1615 South Congress Avenue, Suite 200
Delray Beach, Florida 33445
(561) 243-2100
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO:
Richard L. Easton, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
March 30, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /_/.
CUSIP NO. 193559 10 1 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SUNBEAM CORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER 25-1638266)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER -44,067,520-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER -44,067,520-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,067,520
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.4%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 to the Statement on Schedule 13D dated March 9,
1998 filed by Sunbeam Corporation, a Delaware corporation ("Sunbeam"), as
heretofore amended (the "Statement") refers to the Common Stock, par value
$.01 per share, of The Coleman Company, Inc. (the "Company"). All
capitalized terms used but not defined herein have the meanings ascribed to
them in the Statement.
This Amendment No. 2 is being filed to reflect the fact that on March
30, 1998 the Holdings Merger was consummated. Pursuant to the Holdings
Merger, Sunbeam acquired indirect beneficial ownership of 44,067,520 shares
of Company Common Stock. A copy of a press release issued by Sunbeam on
March 30, 1998 announcing the consummation of the Holdings Merger is filed
herewith as Exhibit 1 and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit # Description of Document
1 Press Release issued by Sunbeam on March 30, 1998 announcing
consummation of the Holdings Merger.
SIGNATURE
After reasonable 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.
April 3, 1998
SUNBEAM CORPORATION
By: /s/ David C. Fannin
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David C. Fannin
Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit # Description of Document
1 Press Release issued by Sunbeam on March 30, 1998 announcing
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.
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Contact: Investors Media
Rich Goudis Mari Hope
Sunbeam Corporation Hill & Knowlton
(561) 243-2142 (212) 885-0339
