AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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)
PAUL E. SHAPIRO, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER
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
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Transaction Valuation(1) Amount of Filing Fee(2)
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$278,206,768 $55,641
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(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 newly formed, 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, Coleman
stockholders will receive warrants to purchase shares of Sunbeam Common
Stock at a cash price of $7 per share under a [court-approved] settlement
of litigation relating to the Merger. The Merger Agreement is incorporated
by reference herein in its entirety.
In the Merger, Sunbeam will acquire the remaining equity interest in
Coleman. On March 30, 1998, Sunbeam indirectly acquired from an affiliate
of MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes"), about 81% of
the total number of then outstanding Coleman shares (the "M&F
Transaction"). 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. As a result of the
M&F Transaction, 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. 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 Coleman shares.
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, a
current executive officer and director of Sunbeam and the Chief Executive
Officer of Coleman, was reelected to the Coleman board. In addition, Paul
E. Shapiro, a current executive officer of Sunbeam and the Executive Vice
President and Chief Administrative Officer of Coleman, was elected to the
Coleman board of directors. The other members of the Coleman board of
directors resigned or were removed by Sunbeam. In April 1999, the size of
the Coleman board of directors 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 of directors.
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.
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"
Item 3(a)(2) . . . . . . . . "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"; "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 AFFECTIVE SUNBEAM --
The 1998 Acquisitions"; "THE MERGER"
Item 4(b) . . . . . . . . . "SUMMARY -- The Merger"; "THE MERGER --
Interests of Certain Persons in the
Merger"; "THE MERGER -- 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) . . . . . . . *
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 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"
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"; "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
SETTLEMENT AND WARRANTS"; "UNAUDITED PRO
FORMA CONDENSED FINANCIAL STATEMENTS"
Item 8(a)-(b) . . . . . . . "SPECIAL FACTORS -- Coleman's Reasons for
the Merger and Approval of the Coleman
Board"; "SPECIAL FACTORS -- Position of
Sunbeam on the Fairness of the Merger";
"LITIGATION SETTLEMENT AND WARRANTS"
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"; "SPECIAL FACTORS --
Position of Sunbeam on the Fairness of the
Merger"
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"
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"; "THE MERGER -- Ownership of
Coleman Common Stock"; "MATERIAL CONTACTS
BETWEEN COLEMAN AND SUNBEAM AND ITS
AFFILIATES -- M&F Transaction"
Item 11 . . . . . . . . . . Cover Page; "SUMMARY -- The Merger";
"SUMMARY -- Material Contacts Between
Coleman and Sunbeam and its Affiliates";
"RECENT DEVELOPMENTS AFFECTING SUNBEAM --
The 1998 Acquistion"; "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- Issuance of
Debentures and Bank Credit Facility";
"RECENT DEVELOPMENTS AFFECTING SUNBEAM --
Covenants Under Bank Credit Facility";
"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"
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 -- 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) . . . . . . *
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* 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 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.
(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 AFFECTIVE 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," "THE
MERGER -- 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 Coleman Common Stock," "UNAUDITED
PRO FORMA CONDENSED 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 "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 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 Merger and Approval of the Coleman
Board," "SPECIAL FACTORS -- Position of Sunbeam on the Fairness of the
Merger" and "LITIGATION SETTLEMENT AND WARRANTS" 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," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Coleman's Reasons for the Merger and Approval of the Coleman Board" and
"SPECIAL FACTORS -- Position of Sunbeam on the Fairness of the Merger" in
the Information Statement/Prospectus 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 "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" 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," "THE MERGER --
Ownership of Coleman Common Stock" and "MATERIAL CONTACTS BETWEEN COLEMAN
AND SUNBEAM AND ITS AFFILIATES -- M&F Transaction" 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 Acquistion," "RECENT DEVELOPMENTS
AFFECTING SUNBEAM -- Issuance of Debentures and Bank Credit Facility,"
"RECENT DEVELOPMENTS AFFECTING SUNBEAM -- Covenants Under Bank Credit
Facility," "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 -- 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 --
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 (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 Exhibit 4.12 to the Coleman 1998 Annual Report on
Form 10-K 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.
(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.
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 14, 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
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 Exhibit 4.12
to the Coleman 1998 Annual Report on Form 10-K 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.
(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.
