SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
193559 10 1
(CUSIP NUMBER)
David C. Fannin, Esq.
Executive Vice President, General Counsel 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)
COPY TO:
Richard L. Easton, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
February 27, 1998
(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
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)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,067,520 (RIGHT TO ACQUIRE UPON CONSUMMATION OF THE MERGER OF LASER
ACQUISITION CORP. WITH AND INTO CLN HOLDINGS INC.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.4%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par
value $.01 per share (the "Company Common Stock"), of The Coleman Company,
Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 2111 East 37th Street North, Wichita,
Kansas 67219.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Schedule 13D is being filed by Sunbeam
Corporation, a Delaware corporation ("Sunbeam"). The principal executive
and business offices of Sunbeam are located at 1615 South Congress Avenue,
Suite 200, Delray Beach, Florida 33445.
Sunbeam is a leading consumer products company that designs,
manufactures, markets and distributes, nationally and internationally, a
diverse portfolio of brand name consumer products.
The (i) name, (ii) business address, (iii) present principal
occupation or employment, (iv) name, principal business and address of any
corporation or other organization in which such employment is conducted,
and (v) citizenship of each executive officer and director of Sunbeam are
set forth in Schedule I hereto.
(d) - (e) During the last five years, neither Sunbeam nor, to
the best of its knowledge, any person listed on Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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
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.
Pursuant to the Holdings Merger described in Item 4 below,
Sunbeam will acquire indirect beneficial ownership of the 44,067,520 shares
of Company Common Stock (the "Shares") currently owned by an indirect
wholly owned subsidiary of Mafco Holdings Inc., a corporation wholly owned
by Ronald O. Perelman ("Mafco"). The total amount of funds and other
consideration required by Sunbeam to consummate the Holdings Merger is
$159,956,756 in cash and 14,099,749 shares of common stock, par value $.01
per share, of Sunbeam ("Sunbeam Common Stock" and, collectively, the
"Holdings Merger Consideration").
Sunbeam expects to obtain the cash portion of the Holdings Merger
Consideration from a combination of new revolving and term credit
facilities and the issuance of other debt securities that are expected to
be issued by Sunbeam concurrently with the Closing of the Holdings Merger.
Sunbeam has made no decision with respect to repayment or refinancing of
such indebtedness and may repay such indebtedness out of its internally
generated funds or from proceeds of a subsequent financing. Any decisions
with respect to such repayment or refinancing will be made based on a
review from time to time of the advisability of particular transactions,
as well as on prevailing interest rates and financial and economic
conditions.
ITEM 4. PURPOSE OF TRANSACTION.
Sunbeam's acquisition of beneficial ownership of the Shares
arises as a result of the execution of an Agreement and Plan of Merger,
dated as of February 27, 1998 (the "Holdings Merger Agreement"), among
Sunbeam, Laser Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Sunbeam ("LAC"), Coleman (Parent) Holdings Inc., a Delaware
corporation ("Parent Holdings"), and CLN Holdings Inc. ("Holdings"), a
Delaware corporation and a wholly owned subsidiary of Parent Holdings.
Pursuant to the Holdings Merger Agreement, LAC will merge with Holdings and
the surviving corporation will be a wholly owned subsidiary of Sunbeam (the
"Holdings Merger"). In the Holdings Merger, all of the issued and
outstanding shares of common stock, par value $1.00 per share, of Holdings
(the "Holdings Common Stock") will be converted into the right to receive
the Holdings Merger Consideration.
At the same time it entered into the Holdings Merger Agreement,
Sunbeam also entered into an Agreement and Plan of Merger, dated as of
February 27, 1998 (the "Company Merger Agreement"), among Sunbeam, Camper
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Sunbeam ("CAC"), and the Company. Pursuant to the Company Merger
Agreement, following the consummation of the Holdings Merger, CAC will be
merged with the Company (the "Company Merger"), with the Company becoming
an indirect, wholly owned subsidiary of Sunbeam. In the Company Merger,
each outstanding share of Company Common Stock (other than the shares held
indirectly by Sunbeam and dissenting shares, if any) will be converted into
the right to receive (i) 0.5677 of a fully paid and nonassessable share of
Sunbeam Common Stock and (ii) $6.44 in cash, the same price per share paid
pursuant to the Holdings Merger. Upon consummation of the Company Merger,
Sunbeam will indirectly beneficially own 100% of the outstanding shares of
Company Common Stock.
Consummation of the Holdings Merger is subject to the expiration
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the satisfaction of certain other conditions
customary in transactions of this nature. It is currently anticipated that
the Holdings Merger will be completed later this month. Consummation of
the Company Merger is subject to the completion of the Holdings Merger and
the filing of definitive documents with the Securities and Exchange
Commission. It is anticipated that the Company Merger will be consummated
later this spring. Neither the Holdings Merger nor the Company Merger
requires the approval of Sunbeam's or the Company's shareholders.
Pursuant to the Holdings Merger Agreement, at the effective time
of the Holdings Merger, all current members of the Company's board of
directors are expected to resign from their positions as directors of the
Company, and up to six (6) individuals designated by Sunbeam will become
directors of the Company. The Holdings Merger Agreement also contemplates
that Sunbeam designees will become officers of the Company at the effective
time of the Holdings Merger.
The Company Common Stock is registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is listed for
trading on the New York Stock Exchange ("NYSE"). Upon consummation of the
Company Merger, the Company will no longer have any public stockholders and
the Company Common Stock will be deregistered under the Exchange Act and
delisted by the NYSE.
Except as set forth in this response to Item 4, and as
contemplated by the Holdings Merger Agreement or the Company Merger
Agreement, neither Sunbeam, nor, to the best of its knowledge, any person
listed on Schedule I hereto, has any plans or proposals which relate to or
which could result in the occurrence of any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) By reason of its execution of the Holdings Merger Agreement,
Sunbeam may be deemed to be the beneficial owner of 44,067,520 shares of
Company Common Stock, which shares represent approximately 82.4% of the
total number of shares of Company Common Stock reported by the Company to
be outstanding as of February 23, 1998. Sunbeam has the right to acquire
indirect beneficial ownership of such Shares pursuant to the Holdings
Merger Agreement. Except as set forth in this response to Item 5(a) of
Schedule 13D, neither Sunbeam, nor, to the best of its knowledge, any
person listed on Schedule I hereto, presently owns any shares of Company
Common Stock.
(b) Neither Sunbeam nor, to the best of its knowledge, any
person listed on Schedule I hereto, presently has the sole or shared power
to vote, direct the vote, dispose or direct the disposition of any of the
Shares of Company Common Stock that may be deemed to be beneficially owned
by Sunbeam.
(c) Except for its execution of the Holdings Merger Agreement
and the Company Merger Agreement, neither Sunbeam nor, to the best of its
knowledge, any person listed on Schedule I hereto, has engaged in any
transaction in shares of Company Common Stock during the past 60 days.
(d) Until consummation of the Holdings Merger, Mafco, through
its wholly owned subsidiaries, Holdings and Coleman Worldwide Corporation,
a Delaware corporation, has the right to receive dividends from, and
proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On February 27, 1998, Sunbeam, LAC, Parent Holdings and Holdings
entered into the Holdings Merger Agreement and Sunbeam, CAC and the Company
entered into the Company Merger Agreement.
The summary descriptions of the Holdings Merger and the Company
Merger set forth in Item 4 above are not intended to be complete and are
qualified in their entirety by reference to the full text of the Holdings
Merger Agreement and the Company Merger Agreement, copies of which are
filed as Exhibits 1 and 2 hereto, respectively, and are incorporated herein
by reference.
Except as set forth or incorporated by reference in this Item 6,
neither Sunbeam nor, to the best of its knowledge, any person listed on
Schedule I hereto, has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit # Description of Document
1 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. (incorporated by
reference to Exhibit 10t to Sunbeam's Annual Report on Form 10-K
for the fiscal year ended December 28, 1997 (Sunbeam's "1997 10-
K"))
2 Agreement and Plan of Merger, dated as of February 27, 1998,
among Sunbeam Corporation, Camper Acquisition Corp. and The
Coleman Company, Inc. (incorporated by reference to Exhibit 10u
to Sunbeam's 1997 10-K)
3 Press Release issued by Sunbeam on March 2, 1998 announcing,
among other things, the execution of the Holdings Merger
Agreement and the Company Merger Agreement (incorporated by
reference to Exhibit 99.2 to Sunbeam's 1997 10-K)
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.
March 9, 1998
SUNBEAM CORPORATION
By: /s/ David C. Fannin
___________________________
David C. Fannin
Executive Vice President,
General Counsel and Secretary
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF SUNBEAM CORPORATION
The name, business address, present principal occupation
or employment and name, principal business and address of any corporation
or other organization in which such employment is conducted of each of
the directors and executive officers of Sunbeam are set forth below.
Except as set forth below, each of such person's principal occupation or
employment is with Sunbeam and such person's business address is 1615
South Congress Avenue, Suite 200, Delray Beach, Florida 33445. All of the
persons listed below are citizens of the United States.
DIRECTORS
(INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
<TABLE>
<CAPTION>
Name, Principal Business and Address
Present Principal of Corporation or Organization in
Name and Business Address Occupation or Employment which such Employment is Conducted
<S> <C> <C>
Albert J. Dunlap Chairman and Chief Execu-
tive Officer
Charles M. Elson Professor of Law Professor at Stetson University
College of Law
Law School
1401 61st St. South
St. Petersburg, Florida 33707
Russell A. Kersh Vice Chairman, Executive
Vice President and Chief
Financial Officer
Howard G. Kristol Partner Reboul, MacMurray, Hewitt, Maynard
& Kristol
Law Firm
45 Rockefeller Plaza
New York, New York 10111
Peter A. Langerman Senior Vice President & Franklin Mutual Advisors, Inc.
Chief Operating Officer Registered Investment Advisor
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
William T. Rutter Senior Vice President/ First Union National Bank of Florida
Managing Director, Financial Institution
Private Banking 5355 Town Center Road
Suite 204
Boca Raton, Florida 33486
Faith Whittlesey Chief Executive Officer American Swiss Foundation
Charitable and Educational Foundation
232 East 66th Street
New York, New York 10021
</TABLE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<TABLE>
<CAPTION>
Name, Principal Business and Address
Present Principal of Corporation or Organization in
Name and Business Address Occupation or Employment which such Employment is Conducted
<S> <C> <C>
David C. Fannin Executive Vice President,
General Counsel and Secre-
tary
Donald R. Uzzi Executive Vice President,
Consumer Products World-
wide
</TABLE>
EXHIBIT INDEX
Exhibit # Description of Document
1 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. (incorporated by reference to Exhibit 10t to
Sunbeam's Annual Report on Form 10-K for the fiscal
year ended December 28, 1997 (Sunbeam's "1997 10-K"))
2 Agreement and Plan of Merger, dated as of February 27,
1998, among Sunbeam Corporation, Camper Acquisition
Corp. and The Coleman Company, Inc. (incorporated by
reference to Exhibit 10u to Sunbeam's 1997 10-K)
3 Press Release issued by Sunbeam on March 2, 1998
announcing, among other things, the execution of the
Holdings Merger Agreement and the Company Merger
Agreement (incorporated by reference to Exhibit 99.2 to
Sunbeam's 1997 10-K)
