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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUNBEAM CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
867071 10 2
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(CUSIP Number)
BARRY F. SCHWARTZ
MAFCO HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 14, 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: [ ].
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RONALD O. PERELMAN
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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
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE ORGANIZATION
UNITED STATES
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7
SOLE VOTING POWER
283,850
NUMBER OF
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8
SHARES SHARED VOTING POWER
14,099,749
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
283,500
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
14,099,749
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,383,599
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAFCO HOLDINGS INC.
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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
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
-0-
NUMBER OF
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8
SHARES SHARED VOTING POWER
14,099,749
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
14,099,749
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,099,749
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON
CO
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3
<PAGE>
SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 4 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COLEMAN (PARENT) HOLDINGS INC.
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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
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
-0-
NUMBER OF
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8
SHARES SHARED VOTING POWER
14,099,749
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
14,099,749
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,099,749
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON
CO
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4
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 5 of 10
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ITEM 1 SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") amends the
Statement on Schedule 13G filed on April 8, 1998 (the "Schedule 13G") with
respect to the Common Stock, par value $0.01 per share (the "Shares"), of
Sunbeam Corporation ("Sunbeam"). The principal executive offices of Sunbeam are
located at 1615 South Congress Avenue, Delray Beach, Florida 33445.
ITEM 2 IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Ronald O. Perelman, Mafco
Holdings Inc., a Delaware corporation ("Mafco Holdings"), and Coleman (Parent)
Holdings Inc., a Delaware corporation ("Parent Holdings") and an indirect wholly
owned subsidiary of Mafco Holdings. (Together, Mr. Perelman, Mafco Holdings and
Parent Holdings are referred to as the "Reporting Persons.").
Mr. Perelman has been Chairman of the Board and Chief Executive
Officer of Mafco Holdings and various of its affiliates since 1980. Mr.
Perelman also is Chairman of the Board of Revlon, Inc. ("Revlon") and
Meridian Sports Incorporated and is the Chairman of the Executive Committee
of the Boards of Directors of Consolidated Cigar Holdings Inc., M&F Worldwide
Corp. and Panavision Inc. ("Panavision"). The principal business address of
Mr. Perelman is 35 East 62nd Street, New York, New York 10021. Mr. Perelman
is a United States citizen.
Mafco Holdings is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, Mafco Holdings is
engaged in the cosmetics and skin care, fragrance and personal care products
business. Mafco Holdings also owns 72% of Panavision, a supplier of film camera
systems to the motion picture and television industries, and 65% of Meridian
Sports, a manufacturer and marketer of ski boats. Mafco Holdings, through its
64% beneficial ownership of Consolidated Cigar Holdings Inc., is engaged in the
manufacture and distribution of cigars and pipe tobacco. Mafco Holdings also
owns 39% of M&F Worldwide (assuming conversion of certain preferred stock) which
is in the business of processing licorice and other flavors. Mafco Holdings also
is in the financial services business through its 80% ownership of California
Federal Bank. The principal executive offices of Mafco Holdings are located at
35 East 62nd Street, New York, New York 10021. All of the capital stock of Mafco
Holdings is owned by Mr. Perelman.
Parent Holdings is a holding company whose only significant asset
is the Sunbeam Shares it holds. The principal executive offices of Parent
Holdings are 5900 North Andrews Avenue, Suite 700, Fort Lauderdale, Florida
33309.
Neither this Schedule 13D nor anything contained herein shall be
construed as an admission that Mafco Holdings or Parent Holdings constitutes a
"person" for any purposes other than Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 6 of 10
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The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Mafco
Holdings and Parent Holdings is set forth in Schedule I hereto and is
incorporated herein by reference.
During the last five years, none of the Reporting Persons have, and
to their knowledge none of the persons listed on Schedule I hereto have, (i)
been convicted in a criminal proceedings (excluding traffic violations or
similar misdemeanors) or (ii) 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
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 of the Schedule 13G is incorporated by
reference.
ITEM 4 PURPOSE OF TRANSACTION.
The Coleman-Sunbeam Merger
On February 27, 1998, Parent Holdings and CLN Holdings Inc. ("CLN
Holdings"), a Delaware corporation and direct wholly owned subsidiary of Parent
Holdings, entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Sunbeam and Laser Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Sunbeam ("Merger Sub"), providing for, among other things,
upon satisfaction or waiver of the conditions thereto, the merger (the "Merger")
of Merger Sub with CLN Holdings. The Merger and related transactions are
described in the Amended Current Report on Form 8-K/A filed by CLN Holdings on
March 4, 1998. On March 30, 1998 the Merger was consummated. Upon consummation
of the Merger, among other things, all shares of common stock of CLN Holdings
were converted into 14,099,749 Shares and cash. The Schedule 13G was filed
because Mafco Holdings and Parent Holdings may be deemed to beneficially own the
aforementioned 14,099,749 Shares by virtue of the consummation of the Merger.
Pursuant to the Merger Agreement, upon consummation of the Merger,
options (the "Options") to purchase 500,000 shares of common stock of The
Coleman Company, Inc. ("Coleman"), which Options were granted during 1997 to Mr.
Perelman under certain of Coleman's stock option plans, became immediately
exercisable. Pursuant to the Agreement and Plan of Merger, dated as of February
27, 1998, among Sunbeam, Camper Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Sunbeam ("Camper"), and Coleman, pursuant to which
Coleman will merge (the "Coleman Merger") with Camper and become a wholly owned
subsidiary of Sunbeam, each share of the common stock of Coleman acquired
pursuant to the exercise of such Options and outstanding as of the consummation
of the Coleman Merger will be converted into the right to receive $6.44 in cash
and .5677 Shares. Any Options unexercised as of the consummation of the Coleman
Merger will be canceled, and, in settlement therefor, the holders of such
Options will be paid cash in an amount equal to the product of (i) the total
number of shares of common stock of Coleman subject to such Options and (ii) the
excess of
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 7 of 10
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$27.50 over the exercise price per share of such common stock subject
to such Options, less any applicable withholding taxes.
The Schedule 13G reported and this Schedule 13D reflects Mr.
Perelman's ownership of the Options to acquire 283,850 Shares that were
converted in the Coleman Merger from the Options to acquire 500,000 shares of
common stock of Coleman. Pursuant to Rule 13d-4, Mafco Holdings and Parent
Holdings expressly disclaim beneficial ownership of such 283,850 Shares and
declare that the filing of the Schedule 13G and this Schedule 13D shall not be
construed as an admission that either of them is, for purposes of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial
owner of any of such Shares.
Dismissal of Sunbeam's Chief Executive Officer
On June 15, 1998, Sunbeam announced that its Board of Directors had
removed Albert J. Dunlap from his position as Sunbeam's Chairman and Chief
Executive Officer. The Board appointed as Chairman Peter A. Langerman, Senior
Vice President and Chief Operating Officer of Franklin Mutual Advisers, Inc.
("Mutual Series"). Mr. Langerman has been a director of Sunbeam since 1990 and
served as Chairman of the Board of Sunbeam from May 22, 1996 until July 18,
1996. The Board also announced the appointment of Jerry W. Levin as Chief
Executive Officer of Sunbeam. Mr. Levin was Chairman of the Board of Revlon and
is Executive Vice President of Mafco Holdings and certain of its affiliates.
Sunbeam also announced that its Board would be expanded to include
three additional directors, including one additional designee of Mutual Series,
Mr. Levin and Howard Gittis, Vice Chairman of the Board of Mafco Holdings and
certain of its affiliates.
In connection with the announcement by Sunbeam on June 15, 1998
described above, the Reporting Persons had discussions with representatives of
Sunbeam and of Mutual Series with respect to Sunbeam and the matters described
in the prior paragraph.
Other Matters
The Reporting Persons acquired and continue to hold the Shares
reported herein for investment purposes. In this connection, the Reporting
Persons expect to monitor their investment in Sunbeam closely and will
continuously assess, analyze and evaluate current and anticipated future
performance and trading prices for the Shares, Sunbeam's business, financial
condition, capital structure, markets, results of operations and prospects,
general economic, financial market and industry conditions, future actions of
Sunbeam and its management, the securities markets in general and those for
Sunbeam's securities in particular, other developments and other investment
opportunities, through, among other means, analysis of documentation on and
discussions with knowledgeable industry and market observers and with
representatives of Sunbeam and its other shareholders, including, in particular,
with members of Sunbeam's Board of Directors and management (including Messrs.
Gittis and Levin, who can be expected to actively influence the management and
affairs of Sunbeam in their capacities as directors and an
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 8 of 10
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officer of Sunbeam). In this respect, and depending on such assessments, and
based on, among other reasons, the matters set forth herein, and other factors
that each of the Reporting Persons may deem material to its investment decision,
the Reporting Persons retain the right to change their investment intent, to
propose one or more possible extraordinary transactions (including, without
limitation of the nature specified in clauses (b) through (j) of Item 4 of
Schedule 13D of the Securities Act of 1933, as amended) with respect to Sunbeam,
to offer suggestions as to the management of Sunbeam, its strategies and
operating plans, various financial and operational aspects of Sunbeam's business
or other matters of interest or concern to the Reporting Persons. In addition,
one or more of the Reporting Persons may determine to sell all or a portion of
the Shares that they now own or hereafter may acquire on the open market or in
private transactions, to acquire additional Shares or other Sunbeam securities
from time to time in the open market or in private transactions. Such actions,
and any action of the nature referred to in the preceding sentences, will depend
upon a variety of factors, including, without limitation, current and
anticipated future performance and trading prices for the Shares, the business,
financial condition, capital structure, markets, results of operations and
prospects of Sunbeam, general economic, financial market and industry
conditions, future actions of Sunbeam and its management, the securities markets
in general and those for Sunbeam's securities in particular, and other
developments and other investment opportunities.
Except as set forth in this Schedule 13D, the Reporting Persons have
no present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Securities Act of 1933, as amended.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
Neither the Reporting Persons nor any of the persons listed on
Schedule I hereto beneficially owns any Shares other than as set forth herein.
(a) See items 5-8 on pages 2, 3 and 4 with respect to each respective
Reporting Person.
(b) See items 5-8 on pages 2, 3 and 4 with respect to each respective
Reporting Person.
(c) Except as described in Item 4 hereof, no transactions in the Shares
were effected by the Reporting Persons or, to their knowledge, any of
the persons listed on Schedule I hereto, since the filing of the
Schedule 13G.
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Shares owned by such Reporting Persons.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO
SECURITIES OF THE ISSUER.
The 14,099,749 Shares received by Parent Holdings in the Merger, as
well as the capital stock of the intermediary holding companies affiliated with
Mafco Holdings, are or may be from time to time pledged to secure certain
obligations.
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 9 of 10
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Except as set forth in the Schedule 13G and this Schedule 13D, to
the knowledge of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or listed on Schedule I hereto, and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the Issuer, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting
power over the securities of the Issuer.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
among Sunbeam Corporation, Camper Acquisition Corp. and The Coleman
Company, Inc. (incorporated by reference to the Amended Current
Report on Form 8-K/A filed by The Coleman Company, Inc. on March 5,
1998).
10.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
among Sunbeam Corporation, Camper Acquisition Corp., CLN Holdings
Inc. and Coleman (Parent) Holdings Inc. (incorporated by reference
to the Amended Current Report on Form 8-K/A filed by The Coleman
Company, Inc. on March 5, 1998).
99.1 Joint Filing Agreement (incorporated by reference to the
Schedule 13G filed by the Reporting Persons on April 8, 1998).
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SCHEDULE 13D
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CUSIP NO. 867071 10 2 Page 10 of 10
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SIGNATURES
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.
Dated as of: June 15, 1998
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
Name: Glenn P. Dickes
Title: Senior Vice President
10
<PAGE>
SCHEDULE I
The name, present principal occupation and business address of
each director and executive officer of Mafco Holdings Inc. and Coleman
(Parent) Holdings Inc. are set forth below. All directors and executive
officers listed on this Schedule I are United States citizens.
MAFCO HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
Name Present Principal Occupation or Employment
Ronald O. Perelman Director, Chairman of the Board and Chief Executive
Officer
Donald Drapkin Director and Vice Chairman
Irwin Engelman Executive Vice President and Chief Financial Officer
Howard Gittis Director and Vice Chairman
James R. Maher Director and President
Barry F. Schwartz Executive Vice President and General Counsel
COLEMAN (PARENT) HOLDINGS INC.
5900 NORTH ANDREWS AVENUE, SUITE 700
FORT LAUDERDALE, FLORIDA 33309
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director, Chairman of the Board
Howard Gittis Director and Vice Chairman
Irwin Engelman Executive Vice President and Chief Financial Officer
Barry F. Schwartz Executive Vice President and General Counsel
