- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 27, 1998
COLEMAN WORLDWIDE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11962 13-3704484
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
5900 North Andrews Avenue, Suite 700
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
(954) 772-9000
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS.
On February 27, 1998, The Coleman Company, Inc. (the
"Company"), a Delaware corporation and subsidiary of Coleman Worldwide
Corporation (the "Registrant"), a Delaware corporation, Sunbeam Corporation
("Sunbeam"), a Delaware corporation, and Camper Acquisition Corp. ("Merger
Sub"), a newly formed Delaware corporation and wholly owned subsidiary of
Sunbeam, entered into an Agreement and Plan of Merger (the "Coleman Merger
Agreement") providing that, among other things, Merger Sub will be merged (the
"Coleman Merger") with the Company. Pursuant to the Coleman Merger Agreement,
each share of Company Common Stock, par value $.01 per share ("Company Common
Stock"), issued and outstanding immediately prior to the effective time of the
Coleman Merger (other than certain shares) will be converted into the right to
receive (A) 0.5677 shares of Sunbeam common stock, par value $.01 per share
("Sunbeam Common Stock"), with cash paid in lieu of fractional shares, and (B)
$6.44 in cash, without interest thereon.
Coincident with the execution of the Coleman Merger Agreement,
CLN Holdings Inc. ("Holdings"), a Delaware corporation and parent company of the
Registrant, and Coleman (Parent) Holdings Inc., a Delaware corporation and
parent company of Holdings, entered into an Agreement and Plan of Merger (the
"Holdings Merger Agreement"), with Sunbeam and Laser Acquisition Corp. ("Laser
Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of
Sunbeam. The Holdings Merger Agreement provides that, among other things, Laser
Merger Sub will be merged (the "Holdings Merger") with Holdings. Pursuant to the
Holdings Merger Agreement, the shares of Holdings Common Stock, par value $1.00
per share ("Holdings Common Stock"), issued and outstanding immediately prior to
the effective time of the Holdings Merger (other than certain shares) will be
converted in the aggregate into the right to receive 14,099,749 shares of
Sunbeam Common Stock and $159.956,756 in cash, without interest thereon. All
1,000 of the issued and outstanding shares of Holdings Common Stock are held by
an indirect wholly owned subsidiary of Mafco Holdings Inc., a corporation wholly
owned by Ronald O. Perelman.
Following consummation of the Holdings Merger, Holdings will
be a direct wholly owned subsidiary of Sunbeam and, accordingly, both the
Registrant and the Company will be indirect subsidiaries of Sunbeam. Following
consummation of the Coleman Merger, the Company will be a direct wholly owned
subsidiary of the Registrant (or its successor) and an indirect wholly owned
subsidiary of Sunbeam.
Upon the execution of the Coleman Merger Agreement, the
Registrant, which held at that time 44,062,620 shares of Company Common Stock
representing approximately 83% of the outstanding Company Common Stock, approved
and adopted the Coleman Merger Agreement by written consent. The Holdings Merger
has been approved by the sole stockholder of Holdings. The Holdings Merger is
subject to the expiration of antitrust waiting periods and certain other
customary conditions. The Coleman Merger Agreement is subject to consummation of
the Holdings Merger
-2-
The foregoing description of transactions and agreements does
not purport to be complete and is qualified in its entirety by reference to the
Coleman Merger Agreement and the Holdings Merger Agreement, copies of which are
attached hereto as Exhibits 2.1 and 10.1, respectively, and are incorporated
herein by reference. A copy of the press release announcing the execution of the
Coleman Merger Agreement and Holdings Merger Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
and among Sunbeam Corporation, Camper Acquisition Corp. and The
Coleman Company, Inc.
10.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
and among Sunbeam Corporation, Laser Acquisition Corp., CLN
Holdings Inc. and Coleman (Parent) Holdings Inc.
99.1 Press Release, dated as of March 2,1998.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
COLEMAN WORLDWIDE CORPORATION
By:/s/Joram C. Salig
Name: Joram C. Salig
Title: Vice President &
Assistant Secretary
-4-
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
2.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
and among Sunbeam Corporation, Camper Acquisition Corp. and The
Coleman Company, Inc.
10.1 Agreement and Plan of Merger, dated as of February 27, 1998, by
and among Sunbeam Corporation, Laser Acquisition Corp., CLN
Holdings Inc. and Coleman (Parent) Holdings Inc.
99.1 Press Release, dated as of March 2,1998.
-5-