SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 30, 1998
The Coleman Company, Inc.
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Exact Name of Registrant Specified in Charter
Delaware 1-988 13-3639257
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2111 E. 37th Street North, Wichita, Kansas 67219
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (316) 832-2700
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On March 30, 1998, Sunbeam Corporation, a Delaware corporation
("Sunbeam"), acquired indirect beneficial ownership of 44,067,520 shares
(the "Shares") of common stock, par value $.01 per share, of The Coleman
Company, Inc., a Delaware corporation ("Coleman"), which Shares represent
approximately 82% of the total number of outstanding shares of capital
stock of Coleman. The Shares were acquired by Sunbeam from an indirect
wholly owned subsidiary of Mafco Holdings Inc., a corporation wholly owned
by Ronald O. Perelman ("Mafco"), upon consummation of the merger (the
"Holdings Merger") of CLN Holdings, Inc. ("CLN Holdings"), a Delaware
corporation and an indirect wholly owned subsidiary of Mafco, with and into
Laser Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Sunbeam ("LAC"), pursuant to the Agreement and Plan of
Merger, dated as of February 27, 1998, as amended (the "Holdings Merger
Agreement"), among Sunbeam, LAC, CLN Holdings and Coleman (Parent) Holdings
Inc. ("Parent Holdings"), a Delaware corporation and the former parent
corporation of CLN Holdings.
Pursuant to the Holdings Merger Agreement, at the effective
time of the Holdings Merger, all of the members of the board of directors
of Coleman resigned from their positions as directors of Coleman, and five
(5) individuals designated by Sunbeam became directors of Coleman.
To the knowledge of management of Coleman, the total amount of
funds and other consideration required by Sunbeam to consummate the
Holdings Merger was $159,956,756 in cash and 14,099,749 shares of Sunbeam
Common Stock. To the knowledge of management of Coleman, Sunbeam obtained
the cash portion of the Holdings Merger consideration from a recently
completed offering of $2,014 million principal amount of Zero Coupon
Convertible Senior Subordinated Debentures due 2018.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Exhibits.
99.1 Press Release issued by Sunbeam on March 30, 1998 announcing
the consummation of the Holdings Merger.
SIGNATURE
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.
THE COLEMAN COMPANY, INC.
By: /s/ David C. Fannin
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David C. Fannin
Executive Vice President,
General Counsel and Secretary
April 3, 1998
EXHIBIT INDEX
99.1 Press Release issued by Sunbeam on March 30, 1998 announcing
the consummation of the Holdings Merger.