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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDED 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
CLN HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-29123 65-0752460
(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)
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This Amended Current Report on Form 8-K/A amends and restates in its
entirety the Current Report on Form 8-K filed on March 3, 1998.
ITEM 5. OTHER EVENTS.
On February 27, 1998, The Coleman Company, Inc. (the
"Company"), a Delaware corporation and subsidiary of Coleman Worldwide
Corporation ("Worldwide"), 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" or the "Registrant"), a Delaware corporation and
parent company of Worldwide, 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 into the right to receive in the aggregate
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, the Registrant
will be a direct wholly owned subsidiary of Sunbeam and, accordingly, Worldwide
will be an indirect wholly owned subsidiary of Sunbeam and the Company will be
an indirect subsidiary of Sunbeam. Following consummation of the Coleman Merger,
the Company will be a direct wholly owned subsidiary of Worldwide (or its
successor) and an indirect wholly owned subsidiary of Sunbeam.
Upon the execution of the Coleman Merger Agreement, Worldwide,
which held at that time 44,067,520 shares of Company Common Stock representing
approximately 82% 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 the Registrant. 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.
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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 2.2, 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.
2.2 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.
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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.
Dated as of: March 4, 1998
CLN HOLDINGS INC.
By:/s/Joram C. Salig
Name: Joram C. Salig
Title: Vice President &
Assistant Secretary
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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.
2.2 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.
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