AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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
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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
Form and Registration No: Form S-4 Registration Corporation
Statement, Registration Filing Date: May 11, 1998
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 litigation settlement
approved by the Delaware Court of Chancery on November 12, 1999, Coleman
minority 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, at the rate of 0.381 of a warrant for each share of Coleman
Common Stock (after deducting the warrants to be issued to counsel for the
Coleman minority stockholders as their legal fees), 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 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.
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 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).............. *
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"
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
SETTLEMENT AND WARRANTS"; "UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS"
Item 8(a)-(b).............. "SPECIAL FACTORS -- Position of Sunbeam and
Coleman on the Fairness of the Merger and the
Settlement"
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"
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 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"; "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 -- 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.
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 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 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) The information set forth under the caption "SPECIAL FACTORS
- -- Position of Sunbeam and Coleman on the Fairness of the Merger and the
Settlement" 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" 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 -- 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).
(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).
(a)(8) Seventh Amendment, dated as of October 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 10.33 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 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 September 24, 1999 and
incorporated herein by reference.
(d)(4) Amendment No. 3 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: November 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
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).
(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).
(a)(8) Seventh Amendment, dated as of October 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 10.33 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 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 September 24, 1999 and
incorporated herein by reference.
(d)(4) Amendment No. 3 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.
