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As filed with the Securities and Exchange Commission on September 24, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
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)
Steven R. Isko, Esq.
Senior Vice President and General Counsel
Sunbeam Corporation
2381 Executive Center Drive
Boca Raton, Florida 33431
(561) 912-4100
(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) 12,681,790 (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: Filing Date: May 11, 1998
Form S-4 Registration Statement,
Registration No. 333-52333
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Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed jointly by Sunbeam Corporation, a Delaware corporation
("Sunbeam"), Camper Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Sunbeam ("CAC"), and The Coleman Company, Inc., a Delaware
corporation ("Coleman"), in connection with the merger (the "Merger") of CAC
with and into Coleman, with Coleman continuing as the surviving corporation and
as an indirect wholly owned subsidiary of Sunbeam. The Merger will be effected
pursuant to the Agreement and Plan of Merger, dated as of February 27, 1998 (the
"Merger Agreement"), among Sunbeam, CAC and Coleman. Upon the terms and subject
to the conditions set forth in the Merger Agreement, at the effective time of
the 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 $6.44 in cash, without interest thereon, and 0.5677 of a share of common
stock, par value $.01 per share, of Sunbeam ("Sunbeam Common Stock"). Cash will
be paid in lieu of any fractional shares of Sunbeam Common Stock. In addition,
when the Merger is completed, under a recent litigation settlement, Coleman
stockholders will receive warrants each entitling the holder thereof to purchase
one share of Sunbeam Common Stock at a cash price of $7 per share until August
24, 2003. The Merger Agreement is incorporated by reference herein in its
entirety.
On March 30, 1998, Sunbeam indirectly acquired 44,067,520 shares of
Coleman Common Stock (the "M&F Transaction") from Coleman Worldwide Corporation
("Coleman Worldwide"), a Delaware corporation and an indirect, wholly owned
subsidiary of MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes"). At the
time the M&F Transaction was consummated, the shares of Coleman Common Stock
Sunbeam acquired from Coleman Worldwide represented about 81% of the total
number of then outstanding Coleman shares. As a result of subsequent option
exercises by employees and former employees of Coleman, such shares represent
about 79% of the currently outstanding shares of Coleman Common Stock. On July
12, 1999, Sunbeam indirectly acquired 3,000,000 shares of a newly created series
of Coleman voting preferred stock, par value $.01 per share ("Coleman Preferred
Stock"). The Coleman Preferred Stock, together with the shares of Coleman Common
Stock acquired by Sunbeam in the M&F Transaction, enable Sunbeam to exercise
just over 80% of the total voting power of Coleman's outstanding capital stock.
In the Merger, Sunbeam will acquire the remaining equity interest in Coleman.
Prior to the consummation of the Merger, the outstanding capital stock of CAC,
all of which is currently owned directly by Sunbeam, will be contributed to
Coleman Worldwide Corporation. As a result, following the Merger, Coleman
Worldwide will own directly 100% of the outstanding shares of Coleman capital
stock.
Immediately following the M&F Transaction, all of the directors of
Coleman resigned, the number of directors constituting the Coleman board of
directors was fixed at five, and five designees of Sunbeam were elected as
directors of Coleman. In addition, Sunbeam designees were appointed to senior
management positions at Coleman. Subsequently, as a result of changes in
Sunbeam's management and board of directors, Jerry W. Levin, the current
Chairman and Chief Executive Officer of Sunbeam and Coleman, was reelected to
the Coleman board. In addition, Paul E. Shapiro, the current Executive Vice
President and Chief Administrative Officer of Sunbeam and Coleman, was elected
to the Coleman board . The other members of the Coleman board resigned or were
removed by Sunbeam. In April 1999, the size of the Coleman board was set at
three members and A. Whitman Marchand, who is not otherwise affiliated with
either Sunbeam or Coleman, was elected to the Coleman board . In July 1999, the
size of the Coleman board of
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directors was increased to four members and John H. Klein, who also serves on
the Sunbeam board, was elected to the Coleman board.
The information set forth in the preliminary Information
Statement/Prospectus, as amended on the date hereof (the "Information
Statement/Prospectus") and 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.
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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 MERGER -- Ownership of
Coleman Common Stock"; "DESCRIPTION OF
COLEMAN CAPITAL STOCK"
Item 1(c)-(d).................. "SUMMARY -- Market Prices and Dividends";
"SOURCE AND AMOUNT OF FUNDS AND OTHER
CONSIDERATION"
Item 1(e)...................... *
Item 1(f)...................... "THE MERGER -- Ownership of Coleman Common
Stock"
Item 2(a)-(d), (g)............. Cover Page; "SUMMARY -- The Companies";
"SUMMARY -- The Merger"; "MANAGEMENT -
Directors and Executive Officers of Sunbeam,
Camper Acquisition Corp. and Coleman"
Item 2(e)-(f).................. *
Item 3(a)(1)................... "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES - Financial Transactions
Between Coleman and Sunbeam"; "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES - Appointments of Former Coleman
and MacAndrews & Forbes Officers to Sunbeam's
Management and Board"; "MATERIAL CONTACTS
BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES - Settlement of Claims Relating to
the M&F Transaction"; "MATERIAL CONTACTS
BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES
- Services Provided by MacAndrews & Forbes"
3
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Item 3(a)(2)................... "SUMMARY -- Material Contacts Betwee Coleman
and Sunbeam and its Affiliates"; "SPECIAL
FACTORS -- Background of the Merger"; "SPECIAL
FACTORS -- Sunbeam's Plans and Proposals for
Coleman"; "MATERIAL CONTACTS BETWEEN COLEMAN
AND SUNBEAM AND ITS AFFILIATES -- M&F
Transaction"; "MATERIAL CONTACTS BETWEEN
COLEMAN AND SUNBEAM AND ITS AFFILIATES -
Appointments of Former Coleman and MacAndrews
& Forbes Officers to Sunbeam's Management and
Board"
Item 3(b)...................... "SUMMARY -- Material Contacts Between Coleman
and Sunbeam and its Affiliates"; "SPECIAL
FACTORS -- Background of the Merger";
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES -- M&F Transaction";
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES - Appointments of Former
Coleman and MacAndrews & Forbes Officers to
Sunbeam's Management and Board"
Item 4(a)...................... Cover Page; "SUMMARY -- The Merger"; "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- The 1998
Acquisitions"; "THE MERGER"
Item 4(b)...................... "SUMMARY -- The Merger"; "THE MERGER --
Interests of Certain Persons in the Merger";
"RECENT DEVELOPMENTS AFFECTING SUNBEAM --
Settlement of Claims Relating to the M&F
Transaction"; "THE MERGER -- Continuation of
Existing Indemnification Rights"; "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- Registration Rights Agreement";
"MATERIAL CONTACTS BETWEEN COLEMAN AND
SUNBEAM AND ITS AFFILIATES -- Settlement of
Claims Relating to the M&F Transaction"
Item 5(a)-(b).................. *
4
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Item 5(c)...................... "SUMMARY -- Material Contacts Between Coleman
and Sunbeam and its Affiliates"; "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Changes in
Sunbeam's Management and Board"; "SPECIAL
FACTORS -- Sunbeam's Plans and Proposals for
Coleman"; "MATERIAL CONTACTS BETWEEN COLEMAN
AND SUNBEAM AND ITS AFFILIATES -- M&F
Transaction"; "MATERIAL CONTACTS BETWEEN
COLEMAN AND SUNBEAM AND ITS AFFILIATES --
Appointment of Former Coleman and MacAndrews &
Forbes Officers to Sunbeam's Management and
Board"
Item 5(d) ..................... "SUMMARY -- Market Prices and Dividends";
"SPECIAL FACTORS -- Coleman's Reasons for the
Merger and Approval of the Coleman Board";
"SPECIAL FACTORS -- Purposes and Effects of
the Merger"; "THE MERGER -- Exchange of
Coleman Common Stock"; "THE MERGER --
Delisting and Deregistration of Coleman Common
Stock"; "UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS";
"DESCRIPTION OF COLEMAN CAPITAL STOCK"
Item 5(e) ..................... "SPECIAL FACTORS -- Purposes and Effects of
the Merger"; "SPECIAL FACTORS -- Sunbeam's
Plans and Proposals for Coleman"
Item 5(f)-(g).................. "SUMMARY -- Market Prices and Dividends";
"SPECIAL FACTORS -- Purposes and Effects of
the Merger"; "THE MERGER -- Delisting and
Deregistration of Coleman Common Stock"
Item 6(a), (c)-(d)............. "RECENT DEVELOPMENTS AFFECTING SUNBEAM --
Issuance of Debentures and Bank Credit
Facility"; "RECENT DEVELOPMENTS AFFECTING
SUNBEAM -- Covenants Under Bank Credit
Facility"; "SPECIAL FACTORS -- "Purposes and
Effects of the Merger"; "SOURCE AND AMOUNT OF
FUNDS AND OTHER CONSIDERATION"; "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- Financial Transactions Between
Coleman and Sunbeam"
Item 6(b)...................... "THE MERGER -- Expenses"
5
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Item 7(a)-(c).................. "SPECIAL FACTORS -- Background of the Merger";
"SPECIAL FACTORS -- Coleman's Reasons for the
Merger and Approval of the Coleman Board";
"SPECIAL FACTORS --Sunbeam's Reasons for
Acquiring Coleman and Approval of the Sunbeam
Board"; "SPECIAL FACTORS -- Purposes and
Effects of the Merger"
Item 7(d)...................... "SUMMARY -- Recent Developments Affecting
Coleman"; "SUMMARY -- The Merger"; "SUMMARY
-- United States Federal Income Tax
Considerations"; "SUMMARY -- Litigation
Settlement and Warrants"; "SUMMARY -- Market
Prices and Dividends"; "RECENT DEVELOPMENTS
AFFECTING COLEMAN"; "SPECIAL FACTORS --
Purposes and Effects of the Merger"; "THE
MERGER -- Conversion of Coleman Common Stock";
"THE MERGER --Accounting Treatment"; "THE
MERGER --Delisting and Deregistration of
Coleman Common Stock"; "THE MERGER --
Ownership Interests of Coleman Stockholders
After the Merger"; "UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS"; "LITIGATION SETTLE
MENT AND WARRANTS"; "UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS"
Item 8(a)-(b).................. +
Item 8(c)...................... Cover Page; "SUMMARY -- The Merger"; "SPECIAL
FACTORS -- Background of the Merger"; "SPECIAL
FACTORS -- Coleman's Reasons for the Merger
and Approval of the Coleman Board"
Item 8(d)-(f)................. *
Item 9(a)-(c).................. "SUMMARY -- The Merger"; "SPECIAL FACTORS --
Background of the Merger"; "SPECIAL FACTORS
-- Coleman's Reasons for the Merger and
Approval of the Coleman Board"; "SPECIAL
FACTORS -- Financial Advisors' Opinions";
"WHERE YOU CAN FIND MORE INFORMATION"
6
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Item 10(a)-(b)................. Cover Page; "SUMMARY -- The Merger"; "SUMMARY
-- Material Contacts Between Coleman and
Sunbeam and its Affiliates"; "SPECIAL FACTORS
-- Background of the Merger"; "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Acquisition
of Coleman Preferred Stock"; "THE MERGER --
Ownership of Coleman Common Stock"; "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- M&F Transaction"; "DESCRIPTION
OF COLEMAN CAPITAL STOCK"
Item 11........................ Cover Page; "SUMMARY -- The Merger"; "SUMMARY
-- Material Contacts Between Coleman and
Sunbeam and its Affiliates"; "RECENT
DEVELOPMENTS AFFECTING SUN BEAM -- The 1998
Acquisitions"; "RECENT DEVELOPMENTS AFFECTING
SUNBEAM -- Issuance of Debentures and Bank
Credit Facility"; "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- Covenants Under Bank
Credit Facility"; "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- Acquisition of Coleman
Preferred Stock"; "THE MERGER -- Interests of
Certain Persons in the Merger"; "SOURCE AND
AMOUNT OF FUNDS AND OTHER CONSIDERATION";
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES -- Financial Transactions
Between Coleman and Sunbeam"; "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- M&F Transaction"
Item 12(a)..................... Cover Page; "SUMMARY -- The Merger"; "SPECIAL
FACTORS -- Background of the Merger"; "THE
MERGER -- Interests of Certain Persons in the
Merger"; "THE MERGER -- Ownership of Coleman
Common Stock"
Item 12(b)..................... Cover Page; "SUMMARY -- The Merger"; "SPECIAL
FACTORS -- Background of the Merger"; "SPECIAL
FACTORS -- Coleman's Reasons for the Merger
and Approval of the Coleman Board"; "THE
MERGER -- Ownership of Coleman Common Stock"
7
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Item 13(a)..................... Cover Page; "SUMMARY -- Appraisal Rights";
"APPRAISAL RIGHTS"; "ANNEX II -- SECTION 262
OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE"
Item 13(b)-(c)................. *
Item 14(a)..................... "SUMMARY -- Selected Consolidated Financial
Data of Coleman"; "SUMMARY -- Comparative Per
Share Data"; "WHERE YOU CAN FIND MORE
INFORMATION"
Item 14(b)..................... "SUMMARY -- Summary Historical and Pro Forma
Financial Information "; "SUMMARY --
Comparative Per Share Data"; "UNAUDITED PRO
FORMA CONDENSED CONSOLIDATED 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.
+ To be completed by amendment
8
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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 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" 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 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 "MANAGEMENT - Directors and
Executive Officers of Sunbeam, Camper Acquisition Corp. 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) The information set forth under the captions "MATERIAL CONTACTS
BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES - Financial Transactions Between
Coleman and Sunbeam," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES - Appointments of Former Coleman and MacAndrews & Forbes Officers to
Sunbeam's Management and Board," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES - Settlement of Claims Relating to the M&F Transaction" and
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES - Services
Provided by MacAndrews & Forbes" in the Information Statement/Prospectus is
incorporated herein by reference.
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(a)(2) The information set forth under the captions "SUMMARY --
Material Contacts Between Coleman and Sunbeam and its Affiliates," "SPECIAL
FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Sunbeam's Plans and
Proposals for Coleman," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- M&F Transaction" and "MATERIAL CONTACTS BETWEEN COLEMAN AND
SUNBEAM AND ITS AFFILIATES - Appointments of Former Coleman and MacAndrews &
Forbes Officers to Sunbeam's Management and Board" in the Information
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under the captions "SUMMARY -- Material
Contacts Between Coleman and Sunbeam and its Affiliates," "SPECIAL FACTORS --
Background of the Merger," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND
ITS AFFILIATES -- M&F Transaction" and "MATERIAL CONTACTS BETWEEN COLEMAN AND
SUNBEAM AND ITS AFFILIATES - Appointments of Former Coleman and MacAndrews &
Forbes Officers to Sunbeam's Management and Board" in the Information
Statement/Prospectus 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," "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- The 1998 Acquisitions" and "THE MERGER" in the Information
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under the captions "SUMMARY -- The
Merger," "THE MERGER -- Interests of Certain Persons in the Merger," "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Settlement of Claims Relating to the M&F
Transaction," "THE MERGER -- Continuation of Existing Indemnification Rights,"
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES --
Registration Rights Agreement" and "MATERIAL CONTACTS BETWEEN COLEMAN AND
SUNBEAM AND ITS AFFILIATES -- Settlement of Claims Relating to the M&F
Transaction" in the Information Statement/Prospectus is incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) Not Applicable.
(c) The information set forth under the captions "SUMMARY -- Material
Contacts Between Coleman and Sunbeam and its Affiliates," "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- Changes in Sunbeam's Management and Board," "SPECIAL
FACTORS --Sunbeam's Plans and Proposals for Coleman," "MATERIAL CONTACTS BETWEEN
COLEMAN AND SUNBEAM AND ITS AFFILIATES -- M&F Transaction" and "MATERIAL
CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES -- Appointment of Former
Coleman and MacAndrews & Forbes Officers to Sunbeam's Management and Board" in
the Information Statement/Prospectus is incorporated herein by reference.
(d) The information set forth under the captions "SUMMARY -- Market
Prices and Dividends," "SPECIAL FACTORS -- Coleman's Reasons for the Merger and
Approval of the Coleman Board," "SPECIAL FACTORS -- Purposes and Effects of the
Merger," "THE MERGER -- Exchange of Coleman Common Stock," "THE MERGER --
Delisting and Deregistration of
10
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Coleman Common Stock," "UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS" and "DESCRIPTION OF COLEMAN CAPITAL STOCK" 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 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," "SPECIAL FACTORS -- Purposes and Effects of the Merger"
and "THE 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 "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Issuance of Debentures and Bank Credit
Facility," "RECENT DEVELOPMENTS AFFECTING SUNBEAM -- Covenants Under Bank Credit
Facility," "SPECIAL FACTORS -- Purposes and Effects of the Merger," "SOURCE AND
AMOUNT OF FUNDS AND OTHER CONSIDERATION" and "MATERIAL CONTACTS BETWEEN COLEMAN
AND SUNBEAM AND ITS AFFILIATES -- Financial Transactions Between Coleman and
Sunbeam" in the Information Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth under the caption "THE 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
- -- Background of the Merger," "SPECIAL FACTORS -- Coleman's Reasons for the
Merger and Approval of the Coleman Board," "SPECIAL FACTORS -- Sunbeam's Reasons
for Acquiring Coleman and Approval of the Sunbeam Board" and "SPECIAL FACTORS --
Purposes and Effects of the Merger" in the Information Statement/Prospectus is
incorporated herein by reference.
(d) The information set forth under the captions "SUMMARY -- Recent
Developments Affecting Coleman," "SUMMARY -- The Merger," "SUMMARY -- United
States Federal Income Tax Considerations," "SUMMARY -- Litigation Settlement and
Warrants," "SUMMARY --Market Prices and Dividends," "RECENT DEVELOPMENTS
AFFECTING COLEMAN," "SPECIAL FACTORS -- Purposes and Effects of the Merger,"
"THE MERGER -- Conversion of Coleman Common Stock," "THE MERGER -- Accounting
Treatment," "THE MERGER --Delisting and Deregistration of Coleman Common Stock,"
"THE MERGER -- Ownership Interests of Coleman Stockholders After the Merger,"
"UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS," "LITIGATION SETTLEMENT AND
WARRANTS" and "UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS"
in the Information Statement/Prospectus is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) To be completed by amendment.
11
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(c) 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
Merger and Approval of the Coleman Board."
(d)-(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under the captions "SUMMARY -- The
Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Sunbeam's Reasons for Acquiring Coleman and Approval of the Sunbeam Board,"
"SPECIAL FACTORS --Coleman's Reasons for the Merger and Approval of the Coleman
Board," "SPECIAL FACTORS -- Financial Advisors' Opinions" and "WHERE YOU CAN
FIND MORE INFORMATION" 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 -- The Merger,"
"SUMMARY -- Material Contacts Between Coleman and Sunbeam and its Affiliates,"
"SPECIAL FACTORS -- Background of the Merger," "RECENT DEVELOPMENTS AFFECTING
SUNBEAM -- Acquisition of Coleman Preferred Stock," "THE MERGER -- Ownership of
Coleman Common Stock," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- M&F Transaction" and "DESCRIPTION OF COLEMAN CAPITAL STOCK" 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 -- The Merger," "SUMMARY -- Material
Contacts Between Coleman and Sunbeam and its Affiliates," "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- The 1998 Acquisitions," "RECENT DEVELOPMENTS AFFECTING
SUNBEAM -- Issuance of Debentures and Bank Credit Facility," "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Covenants Under Bank Credit Facility," "RECENT
DEVELOPMENTS AFFECTING SUNBEAM -- Acquisition of Coleman Preferred Stock," "THE
MERGER -- Interests of Certain Persons in the Merger," "SOURCE AND AMOUNT OF
FUNDS AND OTHER CONSIDERATION," "MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM
AND ITS AFFILIATES -- Financial Transactions Between Coleman and Sunbeam" and
"MATERIAL CONTACTS BETWEEN COLEMAN AND SUNBEAM AND ITS AFFILIATES -- M&F
Transaction" 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," "THE MERGER -- Interests of Certain Persons in the
Merger" and "THE MERGER --
12
<PAGE>
Ownership of Coleman Common Stock" 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," "SPECIAL FACTORS -- Coleman's Reasons for the Merger
and Approval of the Coleman Board" and "THE MERGER -- Ownership of Coleman
Common Stock" 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 II - 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 "SUMMARY -- Selected
Consolidated Financial Data of Coleman," "SUMMARY -- Comparative Per Share Data"
and "WHERE YOU CAN FIND MORE INFORMATION" in the Information
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under the captions "SUMMARY -- Summary
Historical and Pro Forma Financial Information ," "SUMMARY -- Comparative Per
Share Data" and "UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 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 (previously filed as Exhibit 10.a
to the Sunbeam Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and incorporated herein by reference).
13
<PAGE>
(a)(2) First Amendment, 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 (previously filed as Exhibit 10.b to the
Sunbeam Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference).
(a)(3) Second Amendment, dated as of June 30, 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 (previously filed as Exhibit 10.bb to the
amended Sunbeam 1997 Annual Report on Form 10-K/A and
incorporated herein by reference).
(a)(4) Third Amendment, dated as of October 19, 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 (previously filed as Exhibit 10.cc to the
amended Sunbeam 1997 Annual Report on Form 10-K/A and
incorporated herein by reference).
(a)(5) Fourth Amendment, dated as of April 10, 1999, 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 (previously filed as Exhibit 4.11 to the
Coleman 1998 Annual Report on Form 10-K and incorporated herein
by reference).
(a)(6) Fifth Amendment, dated as of April 15, 1999, 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 (previously filed as Exhibit 4.12 to the
Coleman 1998 Annual Report on Form 10-K and incorporated herein
by reference).
(a)(7) Sixth Amendment, dated as of May 25, 1999, 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 America National Trust and Savings Association, as
Documentation Agent, and First Union National Bank, as
Administrative Agent (previously filed as Exhibit 10.32 to
Sunbeam's Registration Statement on Form S-1 (No. 333-71819),
filed with the Securities and Exchange Commission on February 4,
1999 and incorporated herein by reference).
(b) None.
14
<PAGE>
(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 (previously filed as Exhibit
10.u to the Sunbeam 1997 Annual Report on Form 10-K and
incorporated herein by reference).
(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 1997 Annual Report on Form 10-K and
incorporated herein by reference).
(d)(1) Preliminary Information Statement/Prospectus of The Coleman
Company, Inc. and Sunbeam Corporation filed with the SEC on May
11, 1998 and incorporated herein by reference.
(d)(2) Amendment No. 1 to the Preliminary Information
Statement/Prospectus of The Coleman Company, Inc. and Sunbeam
Corporation filed with the SEC on May 14, 1999 and incorporated
herein by reference.
(d)(3) Amendment No. 2 to the 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 II to the Information Statement/Prospectus incorporated by
reference as Exhibit (d) to this Schedule 13E-3.
(f) None.
15
<PAGE>
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: September 24, 1999 SUNBEAM CORPORATION
By: /s/ Bobby G. Jenkins
----------------------------
Bobby G. Jenkins
Executive Vice President and
Chief Financial Officer
THE COLEMAN COMPANY, INC.
By: /s/ Bobby G. Jenkins
----------------------------
Bobby G. Jenkins
Executive Vice President
CAMPER ACQUISITION CORP.
By: /s/ Bobby G. Jenkins
----------------------------
Bobby G. Jenkins
Executive Vice President
<PAGE>
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 (previously filed as Exhibit 10.a
to the Sunbeam Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and incorporated herein by reference).
(a)(2) First Amendment, 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 (previously filed as Exhibit 10.b to the
Sunbeam Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference).
(a)(3) Second Amendment, dated as of June 30, 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 (previously filed as Exhibit 10.bb to the
amended Sunbeam 1997 Annual Report on Form 10-K/A and
incorporated herein by reference).
(a)(4) Third Amendment, dated as of October 19, 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 (previously filed as Exhibit 10.cc to the
amended Sunbeam 1997 Annual Report on Form 10-K/A and
incorporated herein by reference).
(a)(5) Fourth Amendment, dated as of April 10, 1999, 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 (previously filed as Exhibit 4.11 to the
Coleman 1998 Annual Report on Form 10-K and incorporated herein
by reference).
(a)(6) Fifth Amendment , dated as of April 15, 1999, 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 (previously filed as
<PAGE>
Exhibit 4.12 to the Coleman 1998 Annual Report on Form 10-K and
incorporated herein by reference).
(a)(7) Sixth Amendment, dated as of May 25, 1999, 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 America National Trust and Savings Association, as
Documentation Agent, and First Union National Bank, as
Administrative Agent (previously filed as Exhibit 10.32 to
Sunbeam's Registration Statement on Form S-1 (No. 333-71819),
filed with the Securities and Exchange Commission on February 4,
1999 and incorporated herein by reference).
(b) None.
(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 (previously filed as Exhibit
10.u to the Sunbeam 1997 Annual Report on Form 10-K and
incorporated herein by reference).
(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 1997 Annual Report on Form 10-K and
incorporated herein by reference).
(d)(1) Preliminary Information Statement/Prospectus of The Coleman
Company, Inc. and Sunbeam Corporation filed with the SEC on May
11, 1998 and incorporated herein by reference.
(d)(2) Amendment No. 1 to the 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.
(d)(3) Amendment No. 2 to the 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 II to the Information Statement/Prospectus incorporated by
reference as Exhibit (d) to this Schedule 13E-3.
(f) None.
