SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 3)
THE COLEMAN COMPANY, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
193559 10 1
(CUSIP NUMBER)
Steven Isko, Esq.
2381 Executive Center Drive
Boca Raton, Florida 33431
(561) 912-4100
(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
July 12, 1999
(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(e), 13d(f) or 13d-1(g), 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 -44,067,520-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0 -
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER -44,067,520-
PERSON WITH
10 SHARED DISPOSITIVE POWER - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,067,520
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)
78.9%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 3 to the Statement on Schedule 13D dated March 9,
1998 filed by Sunbeam Corporation, a Delaware corporation ("Sunbeam"), as
heretofore amended (the "Statement"), relates to the common stock, par
value $.01 per share (the "Company Common Stock"), of The Coleman Company,
Inc. (the "Company"). All capitalized terms used but not defined herein
have the meanings ascribed to them in the Statement.
This Amendment No. 3 is being filed to reflect that on July 12, 1999
Sunbeam acquired indirect beneficial ownership of 3,000,000 shares of a
newly created series of voting preferred stock, par value $.01 per share,
of the Company denominated as "Series A Participating Preferred Stock." As
a result of the acquisition by Sunbeam of the Series A Participating
Preferred Stock, Sunbeam currently indirectly beneficially owns 78.9% of
the outstanding Company Common Stock and indirectly possesses approximately
80.01% of the aggregate voting power of the Company's outstanding capital
stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended to add the following:
On July 12, 1999, Sunbeam acquired indirect beneficial ownership
of 3,000,000 shares of Series A Participating Preferred Stock at a
purchase price of approximately $10.35 per share (the "Preferred Per
Share Issue Price"), or an aggregate of approximately $31,061,400.
The Preferred Per Share Issue Price represented 110% of the average
closing price per share of the Company Common Stock, as reported on
the New York Stock Exchange, Inc. Composite Transactions Tape, over
the five (5) trading days prior to the date of issuance. The shares
of Series A Participating Preferred Stock were issued to Sunbeam's
wholly owned subsidiary, Coleman Worldwide Corporation ("Worldwide")
and were issued in a transaction which was exempt from the
registration requirements of the Securities Act of 1933, as amended.
In addition, the shares of Series A Participating Preferred Stock
acquired by Sunbeam have not been and will not be: (i) registered
under the Securities Exchange Act of 1934, as amended, or (ii) listed
on any national securities exchange or quoted on the Nasdaq National
Market System or other over-the-counter market.
The shares of Series A Participating Preferred Stock were created
by the Company and acquired by Sunbeam in order to enable Sunbeam and
the Company to file consolidated federal income tax returns prior to
the consummation of the Coleman Merger. In order for the Company and
Sunbeam to file consolidated federal income tax returns, Sunbeam must
own in excess of 80% of each of the aggregate value and aggregate
voting power of the Company's outstanding capital stock. As a result
of the acquisition by Sunbeam of the Series A Participating Preferred
Stock, Sunbeam now believes the Company and Sunbeam can file
consolidated federal income tax returns.
Each share of Series A Participating Preferred Stock entitles the
holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Company. Except as required by law, the holders
of the Series A Participating Preferred Stock vote together as a
single class with the holders of the Company Common Stock on all
matters submitted to a vote of the stockholders of the Company. The
Series A Participating Preferred Stock is entitled to an annual
dividend, in preference to any dividends on (i) the Company Common
Stock or (ii) any other class of capital stock of the Company ranking
junior (either as to dividends or upon liquidation, dissolution or
winding up), equal to 7.0% of the Preferred Per Share Issue Price.
Dividends on the Series A Participating Preferred Stock will accrue
and be payable at the earlier of (i) the time any liquidating
distribution is made to the holders of the Series A Participating
Preferred Stock and (ii) the time the shares of Series A Participating
Preferred Stock are exchanged or changed into other stock or
securities, cash and/or any other property, in connection with a
consolidation, merger, combination or other transaction involving the
Company (other than the merger of a wholly owned Sunbeam subsidiary
with and into the Company). The holders of shares Series A
Participating Preferred Stock share ratably in all other dividends and
distributions received by the holders of the Company Common Stock. In
addition, the holders of shares of Series A Participating Preferred
Stock are entitled to a per share liquidation preference equal to the
Preferred Per Share Issue Price and, once the holders of shares of
Company Common Stock have received a like per share amount, the
holders of shares of Series A Participating Preferred Stock will share
ratably with the holders of shares of Company Common Stock in all
remaining amounts available for distribution upon liquidation of the
Company.
The terms of the Series A Participating Preferred Stock and the
Preferred Per Share Issue Price were approved by the Board of
Directors of the Company following the approval of such terms and
price by a special committee of the Company's Board of Directors
consisting of A. Whitman Marchand, the Company's sole independent
director.
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.
July 16, 1999
SUNBEAM CORPORATION
By: /s/ Steven Isko
-------------------------
Steven Isko
Senior Vice President and
General Counsel
