SOC: Warrant Details for Bald Eagle
Here is the press release regarding the issue of the warrants (5 year). Of course, MacAndrew and Forbes is Pearlman's holding company. They also will issue $7 warrants to all the shareholders when the merger is finalized.
You can read more press releases at their web site
sunbeam.com
I bought this stock as a medium term hold.
Hope this helps
Sunbeam To Issue 5-Year Warrants To MacAndrews & Forbes To Settle Its Claims Relating To Coleman
Acquisition And To Secure Continuing Services Of Sunbeam's Top Officers
DELRAY BEACH, Fla., Aug. 12 /PRNewswire/ -- Sunbeam Corporation
(NYSE: SOC) today announced it has entered into a settlement agreement with
MacAndrews & Forbes Holdings, Inc. The agreement releases Sunbeam from any
claims MacAndrews & Forbes may have against Sunbeam arising out of Sunbeam's
acquisition of MacAndrews & Forbes' interest in The Coleman Company, Inc.
enables Sunbeam to retain the services of MacAndrews & Forbes executive
personnel who have been managing Sunbeam since mid-June 1998, including Jerry
W. Levin, the Company's Chief Executive Officer; and provides for MacAndrews &
Forbes to continue to give other management support to Sunbeam.
MacAndrews & Forbes currently owns approximately 14 million Sunbeam
shares, or approximately 14% of Sunbeam's presently outstanding shares, which
it received in the Coleman transaction in March 1998 when Sunbeam was trading
at prices above $40 per share. Pursuant to the settlement agreement,
MacAndrews & Forbes will receive from Sunbeam five-year warrants to purchase
an additional 23 million Sunbeam shares at an exercise price of $7.00 per
share and containing customary anti-dilution provisions.
In connection with the agreement, Levin and certain other Sunbeam
executives are signing three-year employment agreements with Sunbeam. The
others include Paul Shapiro, Executive Vice President and Chief Administrative
Officer, and Bobby Jenkins, Executive Vice President and Chief Financial
Officer.
The settlement agreement with MacAndrews & Forbes, including the terms of
the warrants, was negotiated and approved on behalf of Sunbeam by a Special
Committee of four outside directors, none of whom has any affiliation with
MacAndrews & Forbes. The members of the Special Committee are Howard Kristol
(Chairman), Charles Elson, Peter Langerman, and Faith Whittlesey. They were
assisted by an independent financial advisor, The Blackstone Group, and
independent legal counsel, Weil, Gotshal & Manges.
The transaction normally would require shareholder approval under New York
Stock Exchange policy. However, the Audit Committee of Sunbeam's Board of
Directors determined that the delay that would be necessary to secure
shareholder approval prior to the issuance of the warrants would be extensive,
particularly in light of the ongoing investigation by the Securities and
Exchange Commission of Sunbeam's accounting practices and policies and the
Company's previously disclosed intention to restate its historical financial
statements; would inhibit Sunbeam's ability to reach a settlement with
MacAndrews & Forbes and to retain and hire senior management essential to
Sunbeam's business; and thus would seriously jeopardize the financial
viability of the Company. Accordingly, the Audit Committee, pursuant to an
exception provided in the NYSE shareholder approval policy for such a
situation, expressly approved the Company's omission to seek the shareholder
approval that would otherwise have been required under that policy. The NYSE
has accepted the Company's application of the exception.
In reliance on the NYSE exception, Sunbeam is mailing to all shareholders
a letter notifying them of its intention to issue the warrants without seeking
their approval. Ten days after such letter is mailed, the Company will
consummate the transaction and issue the warrants.
"The Special Committee unanimously determined that this settlement
agreement is in the best interest of all Sunbeam shareholders," said Peter
Langerman, Chairman of Sunbeam. "It will immediately give Sunbeam a strong
senior management team that knows the business, will eliminate the risk of
protracted legal proceedings, as well as the costs, burdens and substantial
potential liability inherent in any such litigation, and will position Sunbeam
to move ahead."
"We are fully committed to helping Sunbeam succeed. Our interests are
aligned with all other Sunbeam shareholders because these warrants will only
have value if Sunbeam shares appreciate from current levels," said Howard
Gittis, Vice Chairman of MacAndrews & Forbes.
"I am very pleased that this complex issue has been satisfactorily
resolved and our senior management team can devote its full attention to
completing the new organization and revitalizing Sunbeam's business. We will
have more to announce shortly, concerning our new strategy, organizational
structure and senior management team," said Jerry W. Levin.
Sunbeam Corporation is a leading consumer products company that designs,
manufactures and markets, nationally and internationally, a diverse portfolio
of consumer products under such world-class brands as Sunbeam(R), Oster(R),
Grillmaster(R), Coleman(R), Mr. Coffee(R)), First Alert(R), Powermate(R),
Health o meter(R), Eastpak(R) and Campingaz(R).
SOURCE Sunbeam Corporation
|
