COLEMAN CO INC
10-Q, 1996-11-14
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>


                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549


                                      FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities   
Exchange Act of 1934
For the quarterly period ended    SEPTEMBER 30, 1996

                                          or

[  ]     Transition Report Pursuant to Section 13 or 15 (d) of the Securities  
Exchange Act of 1934
For the transition period from    to

Commission File Number: 1-988


                              THE COLEMAN COMPANY, INC.
               -------------------------------------------------------
                (Exact name of registrant as specified in its charter)


           DELAWARE                                     13-3639257
- -------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)


1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO               80401
- --------------------------------------------            ----------
(Address of principal executive offices)                (Zip Code)


                                     303-202-2400
                 ----------------------------------------------------
                 (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days.   X   Yes       No
                                  -----     -----

The number of shares outstanding of the registrant's par value $.01 common stock
was 53,215,690 shares as of November 4, 1996 of which 44,067,520 shares were
held by an indirect wholly-owned subsidiary of Mafco Holdings Inc.








                              Exhibit Index on Page 15.


<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES


                                        INDEX



                            PART I.  FINANCIAL INFORMATION                 PAGE


Item 1.  Condensed Consolidated Financial Statements:

            Condensed Consolidated Statements of Operations
              Three months ended September 30, 1996 and 1995 and
              Nine months ended September 30, 1996 and 1995 . . . . . . . .   3

            Condensed Consolidated Balance Sheets
              September 30, 1996 and December 31, 1995. . . . . . . . . . .   4

            Condensed Consolidated Statements of Cash Flows
              Nine months ended September 30, 1996 and 1995 . . . . . . . .   5

            Notes to Condensed Consolidated Financial Statements. . . . . .   6

Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations . . . . . . . . . . . . . . . . . . .  10


                             PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .  15

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .  15

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17


                                          2

<PAGE>

<TABLE>
<CAPTION>
                                                 THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                                            ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (In thousands, except per share data)
                                                                 (Unaudited)



                                                                                 Three Months                 Nine Months
                                                                              Ended September 30,          Ended September 30, 
                                                                            ----------------------       ------------------------
                                                                              1996          1995           1996            1995
                                                                            --------      --------      --------        --------
<S>                                                                        <C>            <C>            <C>             <C>
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $269,607       $211,817      $995,821        $747,122
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     229,713        145,885       737,423         513,119
                                                                            --------      --------      --------        --------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      39,894         65,932       258,398         234,003
Selling, general and administrative expenses. . . . . . . . . . . . . .      89,301         42,720       214,954         128,156
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,982          6,266        28,795          18,269
Amortization of goodwill and deferred charges . . . . . . . . . . . . .       2,821          1,967         7,965           5,715
Other expense, net. . . . . . . . . . . . . . . . . . . . . . . . . . .         578            133         1,235              64
                                                                            --------      --------      --------        --------

(Loss) earnings before income taxes,
  minority interest and extraordinary item. . . . . . . . . . . . . . .     (62,788)        14,846         5,449          81,799
Provision for income tax (benefit) expense. . . . . . . . . . . . . . .     (14,249)         5,790         8,952          31,902
Minority interest in (loss) earnings of Camping Gaz . . . . . . . . . .         (81)            --         1,870              --
                                                                            --------      --------      --------        --------

(Loss) earnings before extraordinary item . . . . . . . . . . . . . . .     (48,458)         9,056        (5,373)         49,897
Extraordinary loss on early extinguishment
  of debt, net of income tax benefit. . . . . . . . . . . . . . . . . .          --           (787)         (647)           (787)
                                                                            --------      --------      --------        --------
Net (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . .    $(48,458)      $  8,269      $ (6,020)       $ 49,110
                                                                            --------      --------      --------        --------
                                                                            --------      --------      --------        --------

(Loss) earnings per share:
  (Loss) earnings before extraordinary item . . . . . . . . . . . . . .    $  (0.91)      $    .17      $  (0.10)       $    .93
  Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . .          --           (.01)        (0.01)           (.01)
                                                                            --------      --------      --------        --------
   Net (loss) earnings. . . . . . . . . . . . . . . . . . . . . . . . .    $  (0.91)      $    .16      $  (0.11)       $    .92
                                                                            --------      --------      --------        --------
                                                                            --------      --------      --------        --------

Weighted average common shares outstanding. . . . . . . . . . . . . . .      53,214         53,147        53,190          53,249
                                                                            --------      --------      --------        --------
                                                                            --------      --------      --------        --------
</TABLE>







               See Notes to Condensed Consolidated Financial Statements


                                          3

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (In thousands)
                                     (Unaudited)

                                                      September 30, December 31,
                                                          1996         1995
                                                      ------------- ------------
         ASSETS

Current assets:
  Cash and cash equivalents . . . . . . . . . . . . .  $   43,757    $ 12,065
  Accounts receivable, net. . . . . . . . . . . . . .     285,529     165,309
  Inventories . . . . . . . . . . . . . . . . . . . .     288,884     216,236
  Income tax refunds receivable - affiliate . . . . .          --       2,400
  Deferred tax assets . . . . . . . . . . . . . . . .      30,060      20,481
  Prepaid assets and other. . . . . . . . . . . . . .      21,242      22,308
                                                       ----------    --------

    Total current assets. . . . . . . . . . . . . . .     669,472     438,799
Property, plant and equipment, net. . . . . . . . . .     203,652     162,691
Intangible assets related to businesses acquired, net     330,645     217,289
Deferred tax assets and other . . . . . . . . . . . .      33,914      25,708
                                                       ----------    --------

                                                       $1,237,683    $844,487
                                                       ----------    --------
                                                       ----------    --------

    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts and notes payable. . . . . . . . . . . . .  $  166,674    $ 90,679
  Other current liabilities . . . . . . . . . . . . .     137,325      59,188
                                                       ----------    --------
    Total current liabilities . . . . . . . . . . . .     303,999     149,867
Long-term debt. . . . . . . . . . . . . . . . . . . .     573,048     354,206
Other liabilities . . . . . . . . . . . . . . . . . .      71,839      48,072
Minority interest . . . . . . . . . . . . . . . . . .       1,416          --

Contingencies . . . . . . . . . . . . . . . . . . . .

Stockholders' equity:
  Common stock. . . . . . . . . . . . . . . . . . . .         532         532
  Additional paid-in capital. . . . . . . . . . . . .     166,232     165,466
  Retained earnings . . . . . . . . . . . . . . . . .     118,705     126,179
  Currency translation adjustment . . . . . . . . . .       1,912         165
                                                       ----------    --------

    Total stockholders' equity. . . . . . . . . . . .     287,381     292,342
                                                       ----------    --------

                                                       $1,237,683    $844,487
                                                       ----------    --------
                                                       ----------    --------







               See Notes to Condensed Consolidated Financial Statements


                                          4

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)
                                     (Unaudited)

                                                              Nine Months
                                                          Ended September 30,
                                                          --------------------
                                                           1996        1995
                                                         --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings . . . . . . . . . . . . . . . . .    $ (6,020)   $ 49,110
                                                         --------    --------
Adjustments to reconcile net (loss) earnings to net
  cash flows from operating activities:
    Depreciation and amortization . . . . . . . . . .      27,337      19,453
    Non-cash restructuring and other charges. . . . .      33,268         -- 
    Extraordinary loss on early extinguishment of debt      1,078       1,290
    Minority interest in earnings of Camping Gaz. . .       1,870         -- 
    Change in assets and liabilities:
       Increase in receivables . . . . . . . . . . .      (60,693)    (58,547)
       Increase in inventories . . . . . . . . . . .      (29,513)    (22,203)
       (Decrease) increase in accounts payable . . .      (22,216)      4,667
       Other, net. . . . . . . . . . . . . . . . . .       28,329      19,413
                                                         --------    --------

                                                          (20,540)    (35,927)
                                                         --------    --------

Net cash (used) provided by operating activities . .      (26,560)     13,183
                                                         --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . .      (27,666)    (21,024)
Purchases of businesses, net of cash acquired. . . .     (158,414)    (19,915)
Proceeds from sale of fixed assets . . . . . . . . .        1,567       1,391
                                                         --------    --------

Net cash used by investing activities. . . . . . . .     (184,513)    (39,548)
                                                         --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments of revolving credit 
  agreement borrowings . . . . . . . . . . . . . . .      (14,686)   (100,213)
Net change in short-term borrowings. . . . . . . . .       33,215      14,137
Proceeds from issuance of long-term debt . . . . . .      235,678     200,000
Repayment of long-term debt. . . . . . . . . . . . .       (9,778)    (73,422)
Debt issuance and refinancing costs. . . . . . . . .       (2,296)     (3,494)
Purchases of Company common stock. . . . . . . . . .       (2,329)     (4,086)
Proceeds from stock options exercised. . . . . . . .        1,724       3,633
                                                         --------    --------

Net cash provided by financing activities. . . . . .      241,528      36,555
                                                         --------    --------

Effect of exchange rate changes on cash. . . . . . .        1,237       1,360
                                                         --------    --------

Net increase in cash and cash equivalents. . . . . .       31,692      11,550
Cash and cash equivalents at beginning of the period       12,065       8,319
                                                         --------    --------
Cash and cash equivalents at end of the period . . .     $ 43,757    $ 19,869
                                                         --------    --------
                                                         --------    --------


               See Notes to Condensed Consolidated Financial Statements


                                          5

<PAGE>



                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (In thousands, except share data)
                                     (Unaudited)

1.   BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed consolidated financial statements 
of The Coleman Company, Inc. ("Coleman" or "Company") include the accounts of 
Coleman and its subsidiaries after elimination of all material intercompany 
accounts and transactions and have been prepared in accordance with generally 
accepted accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, 
they do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial statements.  
In the opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included.  
Operating results for the nine months ended September 30, 1996 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1996. The balance sheet at December 31, 1995 has been derived 
from the audited financial statements for that date but does not include all 
of the information and footnotes required by generally accepted accounting 
principles for complete financial statements.  For further information, refer 
to the consolidated financial statements and footnotes thereto included in 
the Company's annual report on Form 10-K for the year ended December 31, 1995.

2.   CAPITAL STOCK AND EARNINGS PER COMMON SHARE

     On May 31, 1996, the Company's Board of Directors declared a two-for-one
stock split on its Common Stock, par value $.01 per share, effected in the form
of a dividend to stockholders of record on June 28, 1996 which was paid on July
15, 1996.  All references herein to numbers of shares and per share amounts in
the condensed consolidated financial statements and notes thereto have been
adjusted to reflect the stock split on a retroactive basis for all periods.

3.   INVENTORIES

     The components of inventories consist of the following: 
                                                  September 30,   December 31,
                                                     1996             1995
                                                   ---------       ---------

       Raw material and supplies . . . . . .       $  84,639       $  57,653
       Work-in-process . . . . . . . . . . .           7,667           5,389
       Finished goods. . . . . . . . . . . .         196,578         153,194
                                                   ---------       ---------

                                                   $ 288,884       $ 216,236
                                                   ---------       ---------
                                                   ---------       ---------

4.   ACQUISITIONS

     On January  2, 1996, the Company purchased substantially all the assets 
and assumed certain liabilities of Seatt Corporation ("Seatt"), a leading 
designer, manufacturer and distributor of a broad range of safety and 
security related electronic products for residential and commercial 
applications.  The Seatt acquisition, which was accounted for under the 
purchase method, was completed for approximately $65,200 including fees and 
expenses.  The results of operations of Seatt have been  included in the 
consolidated financial statements from the date of acquisition.  In 
connection with the preliminary purchase price allocation of the Seatt 
acquisition, the Company recorded goodwill of approximately $40,400.  The 
Company is amortizing this amount over 40 years on the straight-line method.

                                          6

<PAGE>

                      THE COLEMAN COMPNY, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (In thousands, except share data)
                                     (Unaudited)


     On February 28, 1996, the Company and Butagaz S.N.C. ("Butagaz"), a
subsidiary of Societe de Petroles Shell S.A., jointly announced they had entered
into an agreement (the "Share Purchase Agreement") in connection with the sale
to Coleman of approximately 60 percent of the outstanding shares of Application
des Gaz, S.A. ("ADG" or "Camping Gaz").  Camping Gaz is the leading manufacturer
and distributor of camping appliances in Europe.  Pursuant to the terms of the
Share Purchase Agreement and other related documents dated February 27, 1996,
Coleman has the right to, and intends to during the fourth quarter of 1996,
acquire the remaining shares held by Butagaz for approximately French Franc
48,434 (approximately $9,400 at current exchange rates), which represents
approximately 10% of the outstanding shares of ADG, and accordingly considers
these shares as under the control of the Company.  The Company obtained
effective control of Camping Gaz on March 1, 1996.  On June 24, 1996, Coleman
commenced a public tender offer for the purchase of all the publicly traded
outstanding shares of ADG, or approximately 30% of the outstanding shares.  The
tender offer period expired in July 1996 with approximately 94% of the
outstanding publicly traded shares of ADG tendered for purchase.  The Company
completed the necessary steps to acquire the remaining publicly held stock
during the third quarter of 1996.  The cost of acquiring all the shares of ADG
is approximately French Franc 477,822 (approximately $94,100) plus fees and
expenses of approximately $5,000.

     The acquisition of Camping Gaz is being accounted for under the purchase
method.  In connection with the preliminary allocation of purchase price to the
fair values of assets acquired and liabilities assumed in connection with the
acquisition of Camping Gaz, the Company recorded goodwill of approximately
$75,800, which is being amortized over 40 years on the straight-line method.

     The Company has included the results of operations of Camping Gaz in the
consolidated financial statements from March 1, 1996, the date on which the
Company obtained effective control of Camping Gaz, and has recognized minority
interest related to the publicly traded shares for the period March 1, 1996
through June 30, 1996.

     The following summarized, unaudited pro forma results of operations for the
nine months ended September 30, 1996 and 1995 assumes the acquisition of Seatt
and the acquisition of all the outstanding shares of Camping Gaz occurred as of
the beginning of the respective periods.  The pro forma results include certain
adjustments, primarily reflecting increased amortization and interest expense
and a lower income tax provision, and are not necessarily indicative of what the
results of operations would have been had the Seatt and Camping Gaz acquisitions
occurred at the beginning of the respective periods.  Moreover, the pro forma
information is not intended to be indicative of future results of operations.

<TABLE>
<CAPTION>
                                                                     Nine Months ended
                                                                       September 30,
                                                                 -------------------------
                                                                    1996            1995
                                                                 ----------      ---------
     <S>                                                         <C>                   <C>
     Net revenues . . . . . . . . . . . . . . . . . . . . . .    $1,021,975      $ 971,840
        (Loss) earnings before extraordinary item . . . . . .        (5,534)        53,734
        Net (loss) earnings . . . . . . . . . . . . . . . . .        (6,181)        52,947
     (Loss) earnings per common share:
        (Loss) earnings before extraordinary item . . . . . .    $    (0.11)     $    1.01
        Net (loss) earnings . . . . . . . . . . . . . . . . .         (0.12)          1.00
</TABLE>




                                          7

<PAGE>

                      THE COLEMAN COMPNY, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (In thousands, except share data)
                                     (Unaudited)


5.  RELATED PARTY TRANSACTION

    The Company has entered into an agreement with an affiliate in which the
Company expects to realize tax benefits associated with certain foreign tax net
operating loss carryforwards that had not previously been recognized. 
Substantially all of the estimated $1,800 benefit is reflected in the Company's
provision for income taxes for the nine month period ended September 30, 1996,
with approximately $564 of this benefit reflected in the Company's provision for
income taxes during the three month period ended September 30, 1996.

6.  RESTRUCTURING AND OTHER CHARGES

    During the three month period ended September 30, 1996, the Company 
recorded restructuring and certain other charges totaling $44,495, net of 
tax. The restructuring charges total $32,380, net of tax, and consist of 
charges to integrate the Camping Gaz and Coleman operations into a single 
global recreation products business, exit the low end electric pressure 
washer business, and increase the valuation reserve for certain foreign 
deferred income tax assets. Other charges of $12,115, net of tax, relate to 
litigation associated with certain of the Company's battery powered lights, 
certain asset write-offs and certain foreign tax matters.  These other 
charges were incurred in the Company's normal course of business, although 
the amounts involved are higher than similar charges that the Company has 
recorded in prior periods.  Cost of sales includes a pre-tax charge of 
$33,567, selling, general and administrative expenses includes a pre-tax 
charge of $23,767 and the provision for income tax benefit includes $12,839 
of tax benefits resulting from these charges, net of the effects of an 
increase in the valuation reserve related to certain foreign deferred tax 
assets and other foreign tax charges.  The Company anticipates incurring 
additional charges of $5,000 to $7,000, net of tax, during the fourth quarter 
of 1996 related to the Company's restructuring actions.

7.  LONG-TERM DEBT

    On April 30, 1996, the Company amended its unsecured credit agreement 
(the "Company Credit Agreement") to revise several of the terms and 
provisions of the Company Credit Agreement and to allow for the issuance of 
additional long-term notes. In connection with the Company recording the 
restructuring and other charges as discussed in footnote 6, the Company 
further amended the Company Credit Agreement on October 25, 1996. The Company 
Credit Agreement, as amended, provides for (a) an unsecured French Franc term 
loan in the amount of French Franc 385,125 ($75,000 at the then current 
exchange rates) and (b) an unsecured revolving credit facility of $275,000.  
The Company Credit Agreement, as amended, is available to the Company until 
April 30, 2001.

    The outstanding loans under the Company Credit Agreement, as amended, bear
interest at either of the following rates, as selected by the Company from time
to time:  (i) the higher of the agent's base lending rate or the federal funds
rate plus .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a
margin ranging from .25% to 1.875% based on the Company's financial performance.
If there is a default, the interest rate otherwise in effect will be increased
by 2% per annum.  The Company Credit Agreement also bears an overall facility
fee ranging from .15% to .375% based on the Company's financial performance.

    The amended Company Credit Agreement contains various restrictive
covenants, including without limitation, requirements for the maintenance of
specified financial ratios and levels of consolidated net worth and certain
other provisions limiting the incurrence of additional debt, purchase or
redemption of Coleman Common Stock, issuance of Coleman Preferred Stock, and
also prohibits the Company from paying any dividends until on or after January
1, 1999.


                                          8

<PAGE>

                      THE COLEMAN COMPNY, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (In thousands, except share data)
                                     (Unaudited)


    In connection with the amending and restating of the Company's previous
credit agreement in April 1996, the Company  recognized an extraordinary loss of
approximately $1,078 ($647 after taxes, or $0.01 per share) in the nine months
ended September 30, 1996, which represents the write-off of the related
unamortized financing costs associated with the Company's previous credit
agreement.

    On June 13, 1996, the Company completed (i) a private placement issuance
and sale of $85,000 aggregate principal amount of 7.10% Senior Notes, Series A, 
due 2006 (the "Notes due 2006") and (ii) a private placement issuance and sale
of $75,000 aggregate principal amount of 7.25% Senior Notes, Series B, due 2008
(the "Notes due 2008").  Proceeds from these private placement issuances were
used (i) to finance the acquisition of Camping Gaz, and (ii) to pay down
existing indebtedness under the revolving credit facility under the Company
Credit Agreement.  The Notes due 2006 bear interest at the rate of 7.10% per
annum payable semiannually, and the principal amount is payable in annual
installments of $12,143 commencing June 13, 2000 with a final payment due on
June 13, 2006.  If there is a default, the interest rate will be the greater of
(i) 9.10 % or (ii) 2% above the prime interest rate. The Notes due 2008 bear
interest at the rate of 7.25% per annum payable semiannually, and the principal
amount is payable in annual installments of $15,000 commencing June 13, 2004
with a final payment on June 13, 2008.  If there is a default, the interest rate
will be the greater of (i) 9.25 % or (ii) 2% above the prime interest rate. The
Notes due 2006 and the Notes due 2008 are unsecured and are subject to various
restrictive covenants, including without limitation, requirements for the
maintenance of specified financial ratios and levels of consolidated net worth
and certain other provisions limiting the incurrence of additional debt and sale
and leaseback transactions under the terms of the Note Purchase Agreement.

8.  SUBSEQUENT EVENT

    On November 1, 1996, the Company settled all outstanding claims and
litigation with Black & Decker involving certain of the Company's light
products.  The Company estimates that it will incur an after tax charge in the
fourth quarter of 1996 of approximately $8,000 to $10,000 representing costs
associated with the settlement that are in excess of reserves previously
recorded by the Company on this matter.


                                          9

<PAGE>




                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THE THREE MONTHS ENDED
SEPTEMBER 30, 1995

    Net revenues of $269.6 million in 1996 were $57.8 million or 27.3% greater
than in 1995 with recreation products increasing $27.3 million or 18.7% and
hardware/home center products increasing $9.6 million or 14.6%.  Revenues in
1996 also include revenues of $20.9 million from the Company's home safety and
security products.  Geographically, United States and Canada revenues increased
16.9% while international revenues increased 60.5%.

    Recreation products revenues increased $27.3 million or 18.7%.  Excluding
the impact of the Camping Gaz acquisition and the one-time 1995 thermo-electric
cooler premium promotion, comparable recreation revenues decreased approximately
8.2%.  Strong revenue performance in soft goods, primarily Eastpak products,
were offset by softness in the Company's North America and Japanese base camping
business.  The weather across key areas of the United States adversely affected
demand for the Company's camping products and Japan experienced an economic
downturn in the third quarter of 1996 which significantly reduced revenues as
compared to 1995. The increase in hardware/home center revenues of 14.6% or $9.6
million was driven by new products and increased generator sales.  The Company's
total revenues in the 1996 period also include revenues from home safety and
security products associated with the Seatt business, which was acquired in
January 1996.

    Gross margins,  excluding the impact of restructuring and other charges
totaling $33.6 million (which are more fully discussed below), decreased as a
percent of sales by 3.9 percentage points from 31.1% in 1995.  This decrease is
primarily the result of softness in the Company's camping business in North
America and Japan as discussed above.  The Company's camping products tend to
have a higher gross margin percentage than the Company's average.

    Selling, general and administrative ("SG&A") expenses, excluding $23.8
million of restructuring and other charges as discussed more fully below, were
$65.5 million in 1996 compared to $42.7 million in 1995, an increase of 53.4%.
The increase in SG&A expenses primarily reflects SG&A expenses associated with
the Camping Gaz and Seatt business acquisitions and to a lesser extent increased
advertising and marketing  expenses.  

    During the 1996 period, the Company recorded restructuring and certain
other charges totaling $44.5 million, net of tax.  The restructuring charges
total $32.4 million, net of tax, and consist of charges to integrate the Camping
Gaz and Coleman operations into a single global recreation products business,
exit the low end electric pressure washer business, and increase the valuation
reserve for certain foreign deferred income tax assets.  Other charges of $12.1
million, net of tax, relate to litigation associated with certain of the
Company's battery powered lights, certain asset write-offs and certain foreign
tax matters.  These other charges were incurred in the Company's normal course
of business, although the amounts involved are higher than similar charges that
the Company has recorded in prior periods.  Cost of sales includes a pre-tax
charge of $33.6 million, selling, general and administrative expenses includes a
pre-tax charge of $23.8 million, and the provision for income tax benefit
includes $12.9 million of tax benefits resulting from these charges, net of the
effect of an increase in the valuation reserve related to certain foreign
deferred tax assets and other foreign tax charges.  The Company anticipates
incurring additional charges of $5.0 million to $7.0 million, net of tax, during
the fourth quarter of 1996 related to the Company's restructuring actions.

    On November 1, 1996, the Company settled all outstanding claims and
litigation with Black & Decker


                                          10

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

involving certain of the Company's light products.  The Company estimates that
it will incur an after tax charge in the fourth quarter of 1996 of approximately
$8.0 million to $10.0 million representing costs associated with the settlement
that are in excess of reserves previously recorded by the Company on this
matter.  In addition, the Company's results of operations in the fourth quarter
of 1996 will also be reduced by an estimated $2.5 million to $5.0 million ($.05
to $.10 per share) due to the loss of projected earnings associated with the 
light products that are to be discontinued in connection with the Black & 
Decker settlement.

    Interest expense was $10.0 million in 1996 compared with $6.3 million in
1995, an increase of $3.7 million. This increase was primarily the result of
higher borrowings to fund business acquisitions and to support the increased
working capital.

    Minority interest represents the interest of minority shareholders in
certain subsidiary operations of Camping Gaz.

    The Company recorded a provision for income tax benefit of $14.2 million or
22.7% of the pre-tax loss in 1996 compared to a provision for income tax expense
of $5.8 million or 39.0% of the pre-tax earnings in 1995.  Excluding the impact
of the restructuring and other charges, the provision for income tax benefit in
1996 was negatively impacted by the cumulative impact of the Company's increase
in its expected annual effective income tax rate from 34.0% to 34.7%.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1995

    Net revenues in the 1996 and 1995 periods were $995.8 million and $747.1
million, respectively, an increase of $248.7 million, or 33.3% with recreation
products increasing by $143.9 million or 25.4% and hardware/home center products
increasing  $48.5 million or 27.0%.  The Company's  home safety and security
products contributed revenues of $56.2 million.  Geographically, United States
and Canada revenues increased a 19.4%, while international revenues increased
75.2%.

    Recreation products revenues increased $143.9 million or 25.4%.  Excluding
the impact of the Camping Gaz and Sierra acquisitions, the effect of a weaker
yen in 1996 as compared to 1995 and the one-time 1995 thermo-electric cooler
premium promotion, comparable recreation revenues increased approximately 6.4%. 
Strong revenue performance in soft goods and new products was partially offset
by softness in the Company's North America and Japanese camping business.  The
weather across key areas of the United States adversely affected demand for the
Company's camping products and Japan experienced an economic downturn in the
third quarter of 1996 which significantly reduced revenues as compared to 1995. 
The increase in hardware/home center revenues of 27.0% or $48.5 million was
driven by pressure washer growth, strong generator sales and new products.  The
Company's total revenues in the 1996 period also include revenues from home
safety and security products associated with the Seatt business, which was
acquired in January 1996.

    Gross margins,  excluding the impact of restructuring and other charges
totaling $33.6 million (which are more fully discussed below), decreased as a
percent of sales by 2.0 percentage points from 31.3% in 1995 to 29.3% in 1996. 
This decrease is primarily the result of the unfavorable effects of product mix
including significantly higher sales of pressure washers at lower gross margin
percentages and lower sales of camping products which tend to have higher gross
margin percentages than the Company's average.

    SG&A expenses, excluding $23.8 million of restructuring and other charges
as discussed more fully below, were $191.2 million in 1996 compared to $128.2
million in 1995, an increase of 49.1%.   The increase in SG&A expenses primarily
reflects SG&A expenses associated with the Camping Gaz and Seatt business
acquisitions and to a lesser extent increased advertising and marketing 
expenses.


                                          11

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

    During the 1996 period, the Company recorded restructuring and certain
other charges totaling $44.5 million, net of tax.  The restructuring charges
total $32.4 million, net of tax, and consist of charges to integrate the Camping
Gaz and Coleman operations into a single global recreation products business,
exit the low end electric pressure washer business, and increase the valuation
reserve for certain foreign deferred income tax assets.  Other charges of $12.1
million, net of tax, relate to litigation associated with certain of the
Company's battery powered lights, certain asset write-offs and certain foreign
tax matters.  These other charges were incurred in the Company's normal course
of business, although the amounts involved are higher than similar charges that
the Company has recorded in prior periods.  Cost of sales includes a pre-tax
charge of $33.6 million, selling, general and administrative expenses includes a
pre-tax charge of $23.8 million, and the provision for income tax expense
includes $12.9 million of tax benefits resulting from these charges, net of the
effect of an increase in the valuation reserve related to certain foreign
deferred tax assets and other foreign tax charges.  The Company anticipates
incurring additional charges of $5.0 million to $7.0 million, net of tax, during
the fourth quarter of 1996 related to the Company's restructuring actions.

    Interest expense was $28.8 million in 1996 compared with $18.3 million in
1995, an increase of $10.5 million. This increase was primarily the result of
higher borrowings to fund business acquisitions and support the increased
working capital.

    The Company recorded a provision for income tax expense in 1996 of $9.0
million, which includes the net tax benefits of $12.9 million discussed above. 
Excluding the net tax benefit from restructuring and other charges, the
provision for income taxes would have been $21.9 million or 34.7% of pre-tax
earnings as compared to a provision for income tax expense of $31.9 million or
39.0% of pre-tax earnings in 1995.  The decrease in the effective tax rate
before restructuring and other charges in 1996 as compared to 1995 is primarily
due to tax benefits associated with the Company's manufacturing operations in
Puerto Rico along with lower taxes on foreign operations, primarily in France,
and to a lesser extent due to the recognition of tax benefits associated with
certain foreign net operating loss carryforwards that had not been previously
recognized.

    The Company obtained effective control of approximately 70% of Camping Gaz
in March 1996 and obtained control of the remaining 30% in July 1996. 
Accordingly, the  minority interest for the 1996 period primarily represents the
minority shareholders approximate 30% proportionate share of the results of
operations of the Camping Gaz operations for the period March through June of
1996.  Minority interest also includes the interests of minority shareholders in
certain subsidiary operations of Camping Gaz.

    During the second quarter of 1996, in connection with the renegotiation of
its then existing credit agreement, the Company recorded an extraordinary loss
of $1.1 million ($0.6 million after taxes, or $0.01 per share) which represents
a write-off of the related unamortized financing costs associated with its then
existing credit agreement.  During the third quarter of 1995, the Company
completed a $200.0 million private placement debt issue.  In connection with the
private placement, the Company renegotiated its previous credit agreement and 
recorded an extraordinary loss of $1.3 million ($0.8 million after taxes, or
$0.01 per share) which represents a write-off of the related unamortized
financing costs associated with its previous credit agreement.


                                          12

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

    The Company's operating activities used $26.6 million of cash during the 
nine months ended September 30, 1996 and provided $13.2 million of cash 
during the nine months ended September 30, 1995.  During the 1996 period, 
receivables, excluding the amount of receivables acquired in connection with 
business acquisitions, increased by $60.7 million as a result of the 
seasonality of the Company's sales and an increase in the overall level of 
the Company's sales.  Inventories, excluding the amount of inventories 
acquired in connection with business acquisitions, increased by $29.5 million 
in the nine months ended September 30, 1996 to support the growth of the 
Company, especially in new products.  The Company's net cash used for 
investing activities was $184.5 million and $39.5 million for the nine months 
ended September 30, 1996 and 1995, respectively.  The Company's capital 
expenditures were $27.7 million in the nine months ended September 30, 1996.  
The Company used $158.4 million of cash for business acquisitions during the 
nine months ended September 30, 1996.  Net cash provided by financing 
activities for the nine months ended September 30, 1996 consisted primarily 
of increases in long-term and short-term borrowings to finance the seasonal 
increase in working capital and the Company's investing activities.  The 
Company also paid $2.3 million to acquire 100,000 shares of its Common Stock 
in the open market during the nine months ended September 30, 1996.

    The Company's working capital requirements are currently funded by cash
flow from operations and domestic and foreign bank lines of credit.  In April
1996, the Company amended its credit agreement to allow for the Camping Gaz
acquisition as well as to extend the maturity of the credit agreement (the
"Company Credit Agreement").  In connection with the Company recording the
restructuring and other charges as discussed previously, the Company further
amended the Company Credit Agreement in October 1996. The Company Credit
Agreement, as amended, provides a term loan of French Franc 385,125 ($75.0
million at the then current exchange rates) and an unsecured revolving credit
facility in an amount of $275.0 million.  Availability under the Company Credit
Agreement, as amended, is reduced by any commercial paper borrowings
outstanding.  The Company Credit Agreement, as amended, is available to the
Company until April 30, 2001.  At September 30, 1996, $137.9 million would have
been available for borrowings under the Company Credit Agreement, as amended.

    The outstanding loans under the Company Credit Agreement, as amended, bear
interest at either of the following rates, as selected by the Company from time
to time:  (i) the higher of the agent's base lending rate or the federal funds
rate plus .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a
margin ranging from .25% to 1.875% based on the Company's financial performance.
If there is a default, the interest rate otherwise in effect will be increased
by 2% per annum.  The Company Credit Agreement, as amended, also bears an
overall facility fee ranging from .15% to .375% based on the Company's financial
performance.

    The Company Credit Agreement, as amended, contains various restrictive
covenants, including without limitation, requirements for the maintenance of
specified financial ratios and levels of consolidated net worth and certain
other provisions limiting the incurrence of additional debt, purchase or
redemption of Coleman Common Stock, issuance of Coleman Preferred Stock, and
also prohibits the Company from paying any dividends until on or after January
1, 1999.

    The Company's ability to meet its current cash operating requirements,
including projected capital expenditures, tax sharing payments and other
obligations is dependent upon a combination of cash flows from operations and
borrowings under the Company Credit Agreement, as amended.  The Company's
ability to borrow under the terms of the Company Credit Agreement, as amended,
is subject to the Company's continuing requirement to meet the various
restrictive covenants, including without limitation, those described above.  If
the Company fails to meet the various restrictive covenants of the Company
Credit Agreement, as amended, the Company will need to renegotiate its current
Company Credit Agreement, as amended, and/or enter into alternative financing
arrangements and there is no assurance that the terms and conditions of such
agreements would be as favorable as those now contained in the Company Credit
Agreement, as amended.


                                          13

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

    On February 28, 1996, the Company and Butagaz S.N.C. ("Butagaz"), a
subsidiary of Societe de Petroles Shell S.A., jointly announced they had entered
into an agreement (the "Share Purchase Agreement") in connection with the sale
to Coleman of approximately 60 percent of the outstanding shares of Application
des Gaz, S.A. ("ADG" or "Camping Gaz").  Pursuant to the terms of the Share
Purchase Agreement and other related documents dated February 27, 1996, Coleman
has the right to, and intends to during the fourth quarter of 1996, acquire the
remaining shares held by Butagaz for approximately French Franc 48,434
(approximately $9,400 at current exchange rates), which represents approximately
10% of the outstanding shares of ADG, and accordingly considers these shares as
under the control of the Company.  On June 24, 1996, the Company commenced a
tender offer for the purchase of all the publicly traded outstanding shares of
ADG, or approximately 30% of the outstanding shares, for French Franc 404 per
share.  The tender offer period expired in July 1996 with approximately 94% of
the outstanding publicly traded shares of ADG tendered for purchase.  The
Company completed the necessary steps to acquire the remaining publicly held
stock during the third quarter of 1996.

    Coleman financed the acquisition of the shares of ADG with net proceeds
from (i) a private placement issuance and sale of $85.0 million aggregate
principal amount of 7.10% Senior Notes, Series A,  due 2006 (the "Notes due
2006") and (ii) a private placement issuance and sale of $75.0 million aggregate
principal amount of 7.25% Senior Notes, Series B, due 2008 (the "Notes due
2008").  The Notes due 2006 bear interest at the rate of 7.10% per annum payable
semiannually, and the principal amount is payable in annual installments of
$12.1 million commencing June 13, 2000 with a final payment due on June 13,
2006.  If there is a default, the interest rate will be the greater of (i) 9.10
% or (ii) 2% above the prime interest rate. The Notes due 2008 bear interest at
the rate of 7.25% per annum payable semiannually, and the principal amount is
payable in annual installments of $15.0 million commencing June 13, 2004 with a
final payment due on June 13, 2008.  If there is a default, the interest rate
will be the greater of (i) 9.25 % or (ii) 2% above the prime interest rate. The
Notes due 2006 and the Notes due 2008 are unsecured and are subject to various
restrictive covenants, including without limitation, requirements for the
maintenance of specified financial ratios and levels of consolidated net worth
and certain other provisions limiting the incurrence of additional debt and sale
and leaseback transactions under the terms of the Note Purchase Agreement.

    The Company's parent (Coleman Worldwide Corporation) and its parent
(Coleman Holdings Inc.) have entered into borrowing agreements which are
collateralized by the Company's common stock.

    The Company uses a variety of derivative financial instruments to manage
its foreign currency and interest rate exposures.  The Company does not
speculate on interest rates or foreign currency rates.  Instead it uses
derivatives when implementing its risk management strategies to reduce the
possible effects of these exposures.

    With respect to foreign currency exposures the Company principally uses
forward and option contracts to reduce risks arising from firm commitments,
anticipated intercompany sales transactions and intercompany receivable and
payable balances.  The Company generally uses interest rate swaps and interest
rate caps to fix certain of its variable rate debt.  The Company manages credit
risk related to these derivative contracts through credit approvals, exposure
limits and other monitoring procedures.

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements.  The forward-looking statements
contained in this Form 10-Q are subject to certain risks and uncertainties. 
Actual results could differ materially from current expectations.  Among the
factors which could affect the Company's actual results and could cause results
to differ from those contained in the forward-looking statements contained
herein are the success of the Company's restructuring programs, the potential
impact of the Black & Decker settlement on the Company's operations being
different than anticipated, the possibility that negative external factors like
the adverse weather in North America and the consumer spending decline in Japan
will continue to impact the business, and the possibility the Company may be
required to renegotiate its credit agreements.


                                          14

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

SEASONALITY 

    The Company's sales generally are highest in the second quarter of the year
and lowest in the fourth quarter.  As a result of this seasonality, the Company
has generally incurred a loss in the fourth quarter.  The Company's sales may be
affected by weather conditions, especially during the second and third quarters
of the year.

                             PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

              None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

         EXHIBIT INDEX                           DESCRIPTION

         4.1       Amendment No. 3 dated as of May 29, 1996 to the Amended and
                   Restated Company Credit Agreement among the Company, the
                   Lenders party thereto, the Issuing Bank, the Agent, and the
                   Co-Agents.

         4.2       Amendment No. 4 dated as of October 25, 1996 to the Amended
                   and Restated Company Credit Agreement among the Company, the
                   Lenders party thereto, the Issuing Bank, the Agent, and the
                   Co-Agents.

         10.1*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of August 1, 1996, by and between The Coleman
                   Company, Inc. and Steven F. Kaplan.

         10.2*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of May 1, 1996, by and between The Coleman
                   Company, Inc. and Frederik van den Bergh.

         10.3*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman
                   Company, Inc. and Michael N. Hammes.

         10.4*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman
                   Company, Inc. and David Stearns.

         10.5*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman
                   Company, Inc. and George Mileusnic.

         10.6*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman
                   Company, Inc. and Patrick McEvoy.

         10.7*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman 


                                          15

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES


                   Company, Inc. and Larry E. Sanford.

         10.8*     First Amendment dated August 1, 1996 to Employment Agreement
                   effective as of January 1, 1996, by and between The Coleman
                   Company, Inc. and Gerry E. Brown.

         23.1      Consent of Friedman Eisenstein Raemer and Schwartz, LLP,
                   independent auditors of Seatt Corporation.

         27        Financial Data Schedule

    --------------------------
    * Management Contracts and Compensatory Plans

    (b)   Reports on Form 8-K

              A report on Form 8-K/A was filed on August 28, 1996 to disclose
         certain information with regard to the  Company's acquisition of
         Application des Gaz, S.A.


                                          16

<PAGE>


                     THE COLEMAN COMPANY, INC. AND SUBSIDIARIES


                                      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, thereunto duly authorized.



                                            THE COLEMAN COMPANY, INC.
                                                 (Registrant)



Date:    November 13, 1996             By:  /s/ Steven F. Kaplan
     --------------------------             ------------------------------------
                                            Steven F. Kaplan
                                            Executive Vice President and Chief
                                            Financial Officer



                                          17

<PAGE>


                                AMENDMENT NO. 3

   THIS AMENDMENT NO. 3 (this "Amendment") to the Credit Agreement (as 
defined below) is entered into as of May 29, 1996 by and among The Coleman 
Company, Inc. (the "Company"), certain foreign subsidiaries of the Company 
party thereto (each a "Foreign Borrower" and, collectively, together with the 
Company, the "Borrowers"), the Lenders (as defined below) party hereto and 
Credit Suisse, as agent for the Lenders (the "Agent").

   WHEREAS, the Borrowers, certain lenders (the "Lenders") and the Agent are 
party to the Amended and Restated Credit Agreement dated as of August 3, 1995 
(as amended, supplemented or otherwise modified from time to time, the 
"Credit Agreement"; capitalized terms used but not defined herein shall have 
their respective meanings specified in the Credit Agreement); and 

   WHEREAS, the Borrowers have requested that the Lenders and the Agent 
agree, and required Lenders party hereto and the Agent are willing, to amend 
the Credit Agreement, on the terms and conditions of this Amendment.

   NOW, THEREFORE, in consideration of the premises and the mutual agreements 
contained herein, and for other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, the parties hereto agree as 
follows:

   SECTION 1.  AMENDMENTS TO SECTION 5.02(e) OF THE CREDIT AGREEMENT. 
Subject to the satisfaction of the conditions to effectiveness specified in 
Section 5 hereof, Section 5.02(e) of the Credit Agreement shall be amended as 
follows:

      (a) the parenthetical in clause (i)(A) thereof shall be deleted and the 
   following shall be substituted therefor:

      "(PROVIDED, THAT NO OTHER INVESTMENTS MAY BE MADE IN LOAN PARTIES THAT 
   ARE FOREIGN SUBSIDIARIES OF THE COMPANY PURSUANT TO THIS CLAUSE (i)(A) OTHER 
   THAN INVESTMENTS IN AN AGGREGATE AMOUNT NOT IN EXCESS OF $10,000,000)"

      (b) the following words shall be inserted immediately prior to the 
   final period thereof:

      "or (vi) THE LOAN PARTIES FROM MAKING INVESTMENTS IN ANY FOREIGN 
   SUBSIDIARY IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000."

   SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and 
warrants as of the date hereof that: (a) this Amendment has been duly 
executed and delivered by such Borrower and that this Amendment constitutes 
such Borrower's legal, valid and binding obligation, enforceable against 
such Borrower in accordance with its terms, (b) no Default has occurred and is 
continuing and, (c) the representations and warranties made or deemed to have 
been made by such Borrower in Article IV of the Credit Agreement are true and 
correct in all material respects on and as of the date hereof (or, if any 
such representation or warranty is expressly stated to have been made as of a 
specific earlier date, as of such date). It shall be an Event of

<PAGE>


Default for all purposes of the Credit Agreement if any of the 
representations and warranties made herein shall be, or shall prove to have 
been, false or misleading as of the time made in any material respect.

   SECTION 3.  CONFIRMATION OF COMPANY GUARANTY. The Company hereby (a) 
reaffirms and restates as of the date hereof the obligations of the Company 
pursuant to the Company Guaranty, (b) confirms that the Guaranteed 
Obligations (as defined in the Company Guaranty) shall include, without 
limitation, the Obligations of each Foreign Borrower under the Credit 
Agreement and each other Loan Document, as each may be amended hereby and (c) 
agrees that each reference to the Credit Agreement or words of similar import 
in each Loan Document shall be a reference to the Credit Agreement as amended 
hereby.

   SECTION 4.  NO OTHER CONSENTS, WAIVERS OR AMENDMENTS. Except as 
specifically provided in this Amendment, no other consents, waivers or 
amendments are made or permitted hereby to the Credit Agreement. All other 
terms and conditions of the Credit Agreement remain in full force and effect 
and apply fully to this Amendment.

   SECTION 5.  EFFECTIVENESS. This Amendment shall become effective on the 
date (the "Amendment Effective Date") that the following conditions precedent 
shall have been satisfied:

         (a)  The Agent shall have received the following documents (each 
   document to be received by the Agent shall be in form and substance 
   satisfactory to the Agent):

         (i)   a copy of this Amendment, duly executed by the Borrowers, the 
      Agent and Required Lenders;

         (ii)  a copy of the Confirmation of Subsidiary Guaranty that follows
      the signature pages hereof, duly executed by each of the Subsidiaries 
      party to the Subsidiary Guaranty;

         (iii) such other approvals, opinions or documents as Required 
      Lenders or the Agent may reasonably request; and

         (b)  No event has occurred and is continuing that constitutes a 
   Default under the Credit Agreement on the date hereof or on the Amendment 
   Effective date, or after giving effect to the transactions contemplated 
   hereby.

Upon such effectiveness, the Agent shall promptly notify the Company and each 
of the Lenders of such effectiveness.

   SECTION 6.  COUNTERPARTS. This Amendment may be executed in any number of 
counterparts, each of which shall be identical and all of which, when taken 
together, shall constitute one and the same instrument, and any of the 
parties hereto may execute this Amendment by signing any such counterpart.

   SECTION 7.  BINDING EFFECT. This Amendment shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
assigns.

                                        2

<PAGE>

   SECTION 8.  GOVERNING LAW. This Amendment shall be governed by, and 
construed in accordance with, the laws of the State of New York.

   IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
duly executed as of the day and year first above written.


                                     THE COLEMAN COMPANY, INC., as a
                                      Borrower


                                     By:   /s/ H. MACGREGOR CLARKE
                                         -------------------------------
                                         Name:  H. MacGregor Clarke
                                         Title: Vice President and Treasurer


                                     COLEMAN JAPAN CO., LTD., as a Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Director


                                     COLEMAN (DEUTSCHLAND) GmbH, as a
                                      Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Managing Director

                                     COLEMAN TAYMAR LIMITED, as a
                                      Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Secretary


                                     COLEMAN UK PLC, as a Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Secretary


                                      3

<PAGE>


                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   /s/ JUERG JOHNER
                                         -------------------------------
                                         Name:  Juerg Johner
                                         Title: Associate


                                     By:   /s/ ANNE SCHULTHEISS-JENSEN
                                         -------------------------------
                                         Name:  Anne Schultheiss-Jensen
                                         Title: Associate


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                  4

<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   /s/ BRUCE S. BORDEN
                                         -------------------------------
                                         Name:  Bruce S. Borden
                                         Title: Vice President


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4
<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By: 
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   /s/ JAMES BUCHANAN
                                         -------------------------------
                                         Name:  James Buchanan
                                         Title: Attorney-in-Fact


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4

<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   /s/ DONALD J. CHIN
                                         -------------------------------
                                         Name:  Donald J. Chin
                                         Title: Vice President
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4
<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   /s/ GENICHI IMAI
                                         -------------------------------
                                         Name:  Genichi Imai
                                         Title: Joint General Manager


                                     4


<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   /s/ SUSAN LYNN CALLICOTT
                                         -------------------------------
                                         Name:  Susan Lynn Callicott
                                         Title: Vice President


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name: 
                                         Title:


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     5

<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  /s/ NEVA NESBITT
                                         -------------------------------
                                         Name:  Neva Nesbitt
                                         Title: Vice President


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5
<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  /s/ MICHAEL E. WEGENG
                                         -------------------------------
                                         Name:  Michael E. Wegeng
                                         Title: Senior Vice President


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5



<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   /s/ JOSEPH C. MEEK
                                         -------------------------------
                                         Name:  Joseph C. Meek
                                         Title: First Vice President & Manager


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5
<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   /s/ GRETCHEN TROIANO
                                         -------------------------------
                                         Name:  Gretchen Troiano
                                         Title: Vice President
 

                                     5
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   /s/ KATSUNORI NOZAWA
                                         -------------------------------
                                         Name:  Katsunori Nozawa
                                         Title: Vice President & Manager


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  /s/ WILLIAM J. DEANGELO
                                         -------------------------------
                                         Name:  William J. DeAngelo
                                         Title: First Vice President


                                     By:  /s/ ROBERTO GORLIER
                                         -------------------------------
                                         Name:  Roberto Gorlier
                                         Title: F.V.P. & Deputy G.M.


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  /s/ YOSHIHIDE WATANABE
                                         -------------------------------
                                         Name:  Yoshihide Watanabe
                                         Title: Vice President & Manager


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6

<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   /s/ LISA Y. BROWN
                                         -------------------------------
                                         Name:  Lisa Y. Brown
                                         Title: Vice President


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6

<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   /s/ JUNRI ODA
                                         -------------------------------
                                         Name:  Junri Oda
                                         Title: Senior Vice President &
                                                 Senior Manager
 

                                     6

<PAGE>

                                     UNION BANK OF CALIFORNIA, N.A., as a 
                                      Lender


                                     By: /s/ CARY MOORE  PATRICIA SAMSON
                                         -------------------------------
                                         Name:  Cary Moore      Patricia Samson
                                         Title: Vice President  Credit Officer


                                     BANQUE FRANCAISE DU COMMERCE
                                      EXTERIEUR, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE SUMITOMO BANK, LIMITED, NEW
                                      YORK BRANCH, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:



                                     7

<PAGE>

                                     UNION BANK OF CALIFORNIA, N.A., as a 
                                      Lender


                                     By:
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANQUE FRANCAISE DU COMMERCE
                                      EXTERIEUR, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE SUMITOMO BANK, LIMITED, NEW
                                      YORK BRANCH, as a Lender


                                     By:  /s/ YOSHIHORI KAWAMURA
                                         -------------------------------
                                         Name:  Yoshihori Kawamura
                                         Title: Joint General Manager



                                     7


<PAGE>


                            AMENDMENT NO. 4

     THIS AMENDMENT NO. 4 (this "Amendment") to the Credit Agreement (as 
defined below) is entered into as of October 25, 1996 by and among The 
Coleman Company, Inc. (the "Company"), certain foreign subsidiaries of the 
Company party thereto (each a "Foreign Borrower" and, collectively, together 
with the Company, the "Borrowers"), the Lenders (as defined below) party 
hereto and Credit Suisse, as agent for the Lenders (the "Agent").

     WHEREAS, the Borrowers, certain lenders (the "Lenders") and the Agent 
are party to the Amended and Restated Credit Agreement dated as of August  3, 
1995 (as amended, supplemented or otherwise modified from time to time, the 
"Credit Agreement"; capitalized terms used but not defined herein shall have 
their respective meanings specified in the Credit Agreement); and

     WHEREAS, the Borrowers have requested that the Lenders and the Agent 
agree, and Required Lenders party hereto and the Agent are willing, to amend 
the Credit Agreement, on the terms and conditions of this Amendment.

     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements contained herein, and for other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, the parties 
hereto agree as follows:

     SECTION 1.  AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the 
satisfaction of the conditions to effectiveness specified in Section 5 
hereof, the Credit Agreement is hereby amended as follows:

     (a)  AMENDMENTS TO SECTION 1.01 (CERTAIN DEFINED TERMS).

          (i)  The definition of "Applicable Margin" in Section 1.01 shall be 
  amended as follows:

          (A)  the table that sets forth the Applicable LIBOR Loan Margin 
     opposite the Total Debt to EBITDA Ratio shall be deleted in its entirety, 
     and the table set forth on Attachment I shall be substituted therefor.

          (B)  the table that sets forth the Applicable LIBOR Loan Margin for 
     Local Loans opposite the Total Debt to EBITDA Ratio shall be deleted in 
     its entirety, and the table set forth on Attachment II shall be substituted
     therefor.

          (ii) The definition of "EBITDA" in Section 1.01 shall be amended by 
   deleting the word "and" immediately prior to clause (g) thereof and 
   inserting the following words immediately after such clause:

     "AND (h) WITH RESPECT TO ANY PERIOD THAT INCLUDES THE THIRD OR THE 
     FOURTH FISCAL QUARTER OF 1996, RESTRUCTURING CHARGES IN AN AMOUNT NOT 
     TO EXCEED $64,800,000 TAKEN IN SUCH FISCAL PERIODS"

     (b)  AMENDMENT TO SECTION 2.05(a) (FACILITY FEE).  Section 2.05(a) of
the Credit Agreement shall be amended by deleting in its entirety the table 
that sets


<PAGE>


forth the Applicable Rate opposite the Total Debt to EBITDA Ratio, and the 
table set forth on Attachment III shall be substituted therefor.

     (c)  AMENDMENT TO SECTION 5.01(k) (MAINTENANCE OF TOTAL DEBT TO 
EBITDA RATIO). Section 5.01(k) of the Credit Agreement shall be amended by 
deleting in its entirety the table that sets forth the Total Debt to EBITDA 
Ratio, and the table set forth on Attachment IV shall be substituted therefor.

     (d)  AMENDMENT TO SECTION 5.01(l) (MAINTENANCE OF INTEREST COVERAGE 
RATIO).  Section 5.01(l) of the Credit Agreement shall be amended by deleting 
in its entirety the table that sets forth the Interest Coverage Ratio, and 
the table set forth on Attachment V shall be substituted therefor.

     (e)  AMENDMENT TO SECTION 5.02(b) (DEBT). Section 5.02(b)(iii)(C) of the 
Credit Agreement shall be amended by deleting clause (3) thereof in its 
entirety, and the following shall be substituted therefor:

  "(3) THE AGGREGATE PRINCIPAL AMOUNT OF INTERCOMPANY DEBT (OTHER THAN 
  INTERCOMPANY ACCOUNTS OF THE COMPANY PAYABLE BY FOREIGN SUBSIDIARIES OF 
  THE COMPANY AS SPECIFIED ON SCHEDULE 1.01-F) OWING TO THE COMPANY FROM ALL
  FOREIGN SUBSIDIARIES SHALL NOT EXCEED $50,000,000 AT ANY ONE TIME OUTSTANDING"

     (f)  AMENDMENT TO SECTION 5.02(e) (INVESTMENTS IN OTHER PERSONS).  
Section 5.02(e)(i)(B) of the Credit Agreement shall be deleted in its 
entirety, and the following shall be substituted therefor:

  "(B) ACQUISITIONS OF SUBSTANTIALLY ALL OF THE OUTSTANDING CAPITAL STOCK OF
   ANY PERSON OR A SUBSTANTIAL PORTION OF THE ASSETS, OR ANY BUSINESS LINE, 
   OF ANY PERSON, OF A NATURE SIMILAR TO THE NATURE OF, OR THAT CONSTITUTE 
   REASONABLE EXTENSIONS OF, THE BUSINESS CARRIED ON BY THE COMPANY AND ITS 
   SUBSIDIARIES AS OF THE ORIGINAL CLOSING DATE; PROVIDED THAT

     (w) THE AGGREGATE AMOUNT OF ACQUISITIONS CONSUMMATED AFTER OCTOBER 25,
     1996 SHALL NOT EXCEED:

          (I)  $10,000,000 IN ANY FISCAL YEAR (THE "BASE AMOUNT") PROVIDED, 
     THAT FOR ANY FISCAL YEAR COMMENCING WITH THE 1997 FISCAL YEAR, THE BASE 
     AMOUNT MAY BE INCREASED BY CARRYING OVER TO ANY SUCH FISCAL YEAR ANY 
     PORTION OF THE BASE AMOUNT (INCLUDING, WITHOUT LIMITATION, THE PORTION 
     OF SUCH BASE AMOUNT REPRESENTING UNUSED AMOUNTS FROM ANY PRIOR FISCAL
     YEAR) NOT UTILIZED IN THE IMMEDIATELY PRECEDING FISCAL YEAR; AND

          (II) ON AND AFTER JANUARY 1, 1999, AN AMOUNT NOT TO EXCEED 50% OF 
     CUMULATIVE CONSOLIDATED NET INCOME FOR THE PERIOD COMMENCING WITH THE 
     FISCAL QUARTER COMMENCING ON JANUARY 1, 1999 THROUGH THE FISCAL QUARTER
     ENDING IMMEDIATELY PRIOR TO ANY DATE OF ANY SUCH ACQUISITION;

     (x)  NOTWITHSTANDING THE FOREGOING LIMITATIONS OF THIS SECTION 
     5.02(e)(i)(B), THE COMPANY OR ANY OF ITS WHOLLY-OWNED


                                       2
<PAGE>

     SUBSIDIARIES MAY ACQUIRE CAPITAL STOCK OF ADG AND CAPITAL STOCK AND ASSETS
     OF DISTRIBUTORS OF PRODUCT OF ADG, EACH AS NOT OWNED BY THE COMPANY OR ANY 
     OF ITS WHOLLY-OWNED SUBSIDIARIES PRIOR TO OCTOBER 25, 1996, IN AN AGGREGATE
     AMOUNT NOT TO EXCEED $15,000,000;

     (y)  FOR PURPOSES OF THIS SECTION 5.02(e)(i)(B) ONLY, CUMULATIVE
     CONSOLIDATED NET INCOME SHALL BE DETERMINED WITHOUT GIVING EFFECT TO 
     THE PARENTHETICAL IN THE DEFINITION THEREOF; AND

     (z)  THE AGGREGATE PURCHASE PRICE FOR SUCH ACQUISITIONS SHALL INCLUDE 
     CASH PAID AND DEBT ISSUED OR ASSUMED IN CONNECTION THEREWITH (WITHOUT 
     DUPLICATION),"

     (g)  AMENDMENT TO SECTION 5.02(f) (RESTRICTED PAYMENTS).  Section 
5.02(f)(x)(B) of the Credit Agreement shall be deleted in its entirety, and 
the following shall be substituted therefor:

  "(B) IF THE DATE OF SUCH PAYMENT IS PRIOR TO JANUARY 1, 1999, NO SUCH 
  PAYMENT SHALL BE IN RESPECT OF DIVIDENDS ON THE COMPANY'S COMMON STOCK, 
  AND, AFTER GIVING EFFECT TO SUCH PAYMENT, THE AGGREGATE AMOUNT OF ALL 
  SUCH PAYMENTS MADE BY THE COMPANY IN RESPECT OF REPURCHASES OF SHARES OF
  ITS COMMON STOCK MADE PRIOR TO JANUARY 1, 1999 BUT AFTER OCTOBER 25, 1996 
  SHALL NOT EXCEED $10,000,000 IN ANY FISCAL YEAR, AND

  (C) IF THE DATE OF SUCH PAYMENT IS ON OR AFTER JANUARY 1, 1999, THEN AFTER 
  GIVING EFFECT TO SUCH PAYMENT THE AGGREGATE AMOUNT OF PAYMENTS BY THE
  COMPANY OF CASH DIVIDENDS IN RESPECT OF ITS COMMON STOCK AND REPURCHASES 
  OF SHARES OF ITS COMMON STOCK MADE ON AND AFTER JANUARY 1, 1999 SHALL NOT
  EXCEED 25% OF CUMULATIVE CONSOLIDATED NET INCOME FOR THE PERIOD COMMENCING 
  WITH THE FISCAL QUARTER COMMENCING ON JANUARY 1, 1999 THROUGH THE FISCAL
  QUARTER ENDING IMMEDIATELY PRIOR TO THE DATE OF PROPOSED PAYMENT OF SUCH 
  DIVIDEND, PROVIDED THAT FOR PURPOSES OF THIS CLAUSE (C) ONLY, CUMULATIVE
  CONSOLIDATED NET INCOME SHALL BE DETERMINED WITHOUT GIVING EFFECT TO THE 
  PARENTHETICAL IN THE DEFINITION THEREOF,"

     (h)  AMENDMENT TO SECTION 8.02 (NOTICES, ETC.).  Section 8.02 of the 
Credit Agreement shall be amended effective as of November 1, 1996 by 
deleting the address for notices to the Borrowers set forth therein and 
substituting the following therefor:

          "1767 DENVER WEST BOULEVARD
          GOLDEN, COLORADO  80401
          ATTENTION:  CHIEF FINANCIAL OFFICER"

     (i)  INSERTION OF NEW SCHEDULE 1.01-F (FOREIGN RECEIVABLES).  A new 
Schedule 1.01-F to the Credit Agreement in the form of Attachment VI shall be 
inserted in its appropriate numeric location.

     SECTION 2.  REPRESENTATIONS AND WARRANTIES.  Each Borrower represents 
and warrants as of the date hereof that: (a) this Amendment has been duly 
executed and delivered by such Borrower and that this Amendment constitutes 
such 

                                       3
<PAGE>

Borrower's legal, valid and binding obligation, enforceable against such 
Borrower in accordance with its terms, (b) after giving effect the amendments 
contemplated hereby, no Default has occurred and is continuing and (c) the 
representations and warranties in Article IV of the Credit Agreement are true 
and correct in all material respects on and as of the date hereof (or, if any 
such representation or warranty is expressly stated to have been made as of a 
specific earlier date, as of such date).  It shall be an Event of Default for 
all purposes of the Credit Agreement if any of the representations and 
warranties made herein shall be, or shall prove to have been, false or 
misleading as of the time made in any material respect.

     SECTION 3.  CONFIRMATION OF COMPANY GUARANTY.  The Company hereby (a) 
reaffirms and restates as of the date hereof the obligations of the Company 
pursuant to the Company Guaranty, (b) confirms that the Guaranteed 
Obligations (as defined in the Company Guaranty) shall include, without 
limitation, the Obligations of each Foreign Borrower under the Credit 
Agreement and each other Loan Document, as each may be amended hereby and (c) 
agrees that each reference to the Credit Agreement or words of similar import 
in each Loan Document shall be a reference to the Credit Agreement as amended 
hereby.

     SECTION 4.  NO OTHER CONSENTS, WAIVERS OR AMENDMENTS.  Except as 
specifically provided in this Amendment, no other consents, waivers or 
amendments are made or permitted hereby to the Credit Agreement.  All other 
terms and conditions of the Credit Agreement remain in full force and effect 
and apply fully to this Amendment.

     SECTION 5.  EFFECTIVENESS.  This Amendment shall become effective on the 
date (the "Amendment Effective Date") that the following conditions precedent 
shall have been satisfied:

            (a)  The receipt by the Agent of all fees of the Agent and the 
  Lenders that are due to the extent such fees have been presented to a
  Borrower for payment;

            (b)  The receipt by the Agent of the following documents (each 
  document to be received by the Agent shall be in form and substance
  satisfactory to the Agent):

                 (i)  a copy of this Amendment, duly executed by the Borrowers,
     the Agent and Required Lenders;

                 (ii) a copy of the Confirmation of Subsidiary Guaranty that 
     follows the signature pages hereof, duly executed by each of the 
     Subsidiaries party to the Subsidiary Guaranty; and

                 (iii) such other approvals, opinions or documents as the 
     Required Lenders or the Agent may reasonably request.

            (c)  Each of the representations and warranties made by each 
   Borrower in Section 2 hereof shall be true and correct.


                                       4
<PAGE>


            (d)  No event has occurred and is continuing that constitutes a 
  Default under the Credit Agreement on the date hereof or on the Amendment 
  Effective Date, or after giving effect to the transactions contemplated 
  hereby.

Upon such effectiveness, the Agent shall promptly notify the Company and each 
of the Lenders of such effectiveness.

     SECTION 6.  COUNTERPARTS.  This Amendment may be executed in any number 
of counterparts, each of which shall be identical and all of which, when 
taken together, shall constitute one and the same instrument, and any of the 
parties hereto may execute this Amendment by signing any such counterpart.

     SECTION 7.  BINDING EFFECT.  This Amendment shall be binding upon and 
inure to the benefit of the parties hereto and their respective successors 
and assigns.

     SECTION 8.  GOVERNING LAW.  This Amendment shall be governed by, and 
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be duly executed as of the day and year first above written.

                                   THE COLEMAN COMPANY, INC., as a
                                    Borrower


                                   By: /s/ LARRY E. SANFORD
                                       ----------------------------------
                                       Name:  Larry E. Sanford
                                       Title: Executive Vice President

                                   COLEMAN JAPAN CO., LTD., as a Borrower


                                   By: /s/ LARRY E. SANFORD
                                       ----------------------------------
                                       Name:  Larry E. Sanford
                                       Title: Director

                                   COLEMAN (DEUTSCHLAND) GmbH, as a 
                                    Borrower


                                   By: /s/ LARRY E. SANFORD
                                       ----------------------------------
                                       Name:  Larry E. Sanford
                                       Title: Managing Director




                                       5
<PAGE>

                                   COLEMAN TAYMAR LIMITED, as a
                                    Borrower


                                   By: /s/ LARRY E. SANFORD
                                       ----------------------------------
                                       Name:  Larry E. Sanford
                                       Title: Director and Secretary

                                   COLEMAN UK PLC, as a Borrower


                                   By: /s/ LARRY E. SANFORD
                                       ----------------------------------
                                       Name:  Larry E. Sanford
                                       Title: Director and Secretary

                                   COLEMAN SVB S.r.l., as a Borrower


                                   By: /s/ ANTHONY LENDERS
                                       ----------------------------------
                                       Name:  Anthony Lenders
                                       Title: Director

                                   CREDIT SUISSE, as Agent and a
                                    Lender


                                   By: /s/ JOEL GLODOWSKI
                                       ----------------------------------
                                       Name:  Joel Glodowski
                                       Title: Member of Senior Management



                                   By: /s/ ANDREAS TSCHOPP
                                       ----------------------------------
                                       Name:  Andreas Tschopp
                                       Title: Associate

                                   THE CHASE MANHATTAN BANK, as a
                                    Lender


                                   By: /s/ NEIL R. BOYLAN
                                       ----------------------------------
                                       Name:  Neil R. Boylan
                                       Title: Vice President



                                       6
<PAGE>

                                  CITIBANK, N.A., as a Lender


                                  By: /s/ JAMES BUCHANAN
                                      ----------------------------------
                                      Name:  James Buchanan
                                      Title: 

                                   BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION, as a Lender


                                   By: /s/ AMBRISH THANAWALA
                                       ----------------------------------
                                       Name:  Ambrish Thanawala
                                       Title: 

                                   THE LONG TERM CREDIT BANK OF
                                    JAPAN, LTD., LOS ANGELES AGENCY,
                                    as a Lender


                                   By: /s/ PAUL CLIFFORD
                                       ----------------------------------
                                       Name:  Paul Clifford
                                       Title: Deputy General Manager

                                   NATIONSBANK (CAROLINAS), N.A., as a 
                                    Lender


                                   By: /s/ PAUL F. MURPHY
                                       ----------------------------------
                                       Name:  Paul F. Murphy
                                       Title: Associate

                                   TORONTO DOMINION (TEXAS), INC.,
                                    as a Lender


                                   By: /s/ NEVA NESBITT
                                       ----------------------------------
                                       Name:  Neva Nesbitt
                                       Title: Vice President




                                       7
<PAGE>

BOATMEN'S NATIONAL BANK                  ATTENTION


Effective October 18, 1996, BANK IV, National Association, has merged and 
become a part of BOATMEN'S NATIONAL BANK. Documents executed before that date 
bearing the former name of BANK IV, National Association will remain fully 
effective: it is not necessary to execute new documents simply to reflect the 
change of name.

We may for a time continue to use some documents bearing the former name of 
BANK IV, National Association. Any such document will be fully effective, and 
any reference to BANK IV, National Association, should be read as a reference 
to BOATMEN'S NATIONAL BANK.


                                   BANK IV, N.A., as a Lender


                                   By: /s/ CALVIN J. GLASCO
                                       ----------------------------------
                                       Name:  Calvin J. Glasco
                                       Title: Senior Vice President

                                   THE YASUDA TRUST & BANKING
                                    COMPANY, LIMITED, CHICAGO
                                    BRANCH, as a Lender


                                   By: /s/ JOSEPH C. MEEK
                                       ----------------------------------
                                       Name:  Joseph C. Meek
                                       Title: Deputy General Manager

                                   THE FIRST NATIONAL BANK OF BOSTON,
                                    as a Lender


                                   By: /s/ RICHARD D. HILL, JR.
                                       ----------------------------------
                                       Name:  Richard D. Hill, Jr.
                                       Title: Director

                                   THE FUJI BANK LIMITED, as a Lender


                                   By: /s/ TEIJI TERAMOTO
                                       ----------------------------------
                                       Name:  Teiji Teramoto
                                       Title: Vice President & Manager

                                   ISTITUTO BANCARIO SAN PAOLO DI
                                    TORINO S.P.A., as a Lender


                                   By: /s/ GIUSEPPE CUCCURESE
                                       ----------------------------------
                                       Name:  Giuseppe Cuccurese
                                       Title: General Manager



                                   By: /s/ WILLIAM J. DEANGELO
                                       ----------------------------------
                                       Name:  William J. DeAngelo
                                       Title: First Vice President



                                       8
<PAGE>

                                   THE NIPPON CREDIT BANK, LTD., as a 
                                    Lender


                                   By: /s/ YOSHIHIDE WATANABE
                                       ----------------------------------
                                       Name:  Yoshihide Watanabe
                                       Title: Vice President & Manager

                                   THE BANK OF NEW YORK, as a Lender


                                   By: /s/ ROBERT LAKE
                                       ----------------------------------
                                       Name:  Robert Lake
                                       Title: Vice President

                                   INDUSTRIAL BANK OF JAPAN, as a Lender


                                   By: /s/ JUNRI ODA
                                       ----------------------------------
                                       Name:  Junri Oda
                                       Title: Senior Vice President
                                              and Senior Manager

                                   UNION BANK OF CALIFORNIA, N.A., as a 
                                    Lender


                                   By: /s/ WANDA HEADRICK
                                       ----------------------------------
                                       Name:  Wanda Headrick
                                       Title: Vice President



                                   By: /s/ 
                                       ----------------------------------
                                       Name:  
                                       Title: 



                                       9
<PAGE>

                                   BANQUE FRANCAISE DU COMMERCE
                                    EXTERIEUR, as a Lender


                                   By: /s/ BRIAN J. CUMBERLAND
                                       ----------------------------------
                                       Name:  Brian J. Cumberland
                                       Title: Assistant Treasurer



                                   By: /s/ WILLIAM C. MAIER
                                       ----------------------------------
                                       Name:  William C. Maier
                                       Title: VP-Group Manager

                                   THE SUMITOMO BANK, LIMITED, NEW 
                                    YORK BRANCH, as a Lender


                                   By: /s/ 
                                       ----------------------------------
                                       Name:  
                                       Title: 

                                   FIRST BANK NATIONAL ASSOCIATION, as 
                                    a Lender


                                   By: /s/ 
                                       ----------------------------------
                                       Name:  
                                       Title: 







                                       10


<PAGE>

                                   BANQUE FRANCAISE DU COMMERCE
                                    EXTERIEUR, as a Lender


                                   By: 
                                       ----------------------------------
                                       Name:  
                                       Title: 



                                   By: 
                                       ----------------------------------
                                       Name:  
                                       Title: 

                                   THE SUMITOMO BANK, LIMITED, NEW 
                                    YORK BRANCH, as a Lender


                                   By: /s/ YOSHINORI KAWAMURA
                                       ----------------------------------
                                       Name:  Yoshinori Kawamura
                                       Title: Joint General Manager

                                   FIRST BANK NATIONAL ASSOCIATION, as 
                                    a Lender


                                   By: /s/ 
                                       ----------------------------------
                                       Name:  
                                       Title: 







                                       10

<PAGE>

                                   BANQUE FRANCAISE DU COMMERCE
                                    EXTERIEUR, as a Lender


                                   By: 
                                       ----------------------------------
                                       Name:  
                                       Title: 



                                   By: 
                                       ----------------------------------
                                       Name:  
                                       Title: 

                                   THE SUMITOMO BANK, LIMITED, NEW 
                                    YORK BRANCH, as a Lender


                                   By: 
                                       ----------------------------------
                                       Name:  
                                       Title: 

                                   FIRST BANK NATIONAL ASSOCIATION, as 
                                    a Lender


                                   By: /s/ ELLIOT JAFFEE
                                       ----------------------------------
                                       Name:  Elliot Jafee
                                       Title: Vice President







                                       10

<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of August 1, 1996, by and between The Coleman Company, Inc., a Delaware
corporation (the "Company") and Steven F. Kaplan (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of August 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                             THE COLEMAN COMPANY, INC.



                             By: /s/ LARRY E. SANFORD
                                ----------------------------------
                                  Name:  Larry E. Sanford
                                  Title: Executive Vice President


                              /s/ STEVEN F. KAPLAN
                             -------------------------------------
                                  Steven F. Kaplan




<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of May 1, 1996, by and between The Coleman Company, Inc., a Delaware
corporation (the "Company") and Frederik van den Bergh (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of May 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                             THE COLEMAN COMPANY, INC.

                             /s/ LARRY E. SANFORD, Executive Vice President

                             By: /s/ FREDERIK VAN DEN BERGH
                                ------------------------------------------
                                  Name:  Frederik Van Den Bergh
                                  Title: Executive Vice President-
                                         President Coleman International


                              /s/ FREDERIK VAN DEN BERGH
                             ---------------------------------------------
                                  Frederik van den Bergh



<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         SECOND AMENDMENT dated August 1, 1996 to Employment Agreement
effective as of January 1, 1996, by and between The Coleman Company, Inc., a
Delaware corporation (the "Company") and Michael N. Hammes(the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of January 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                             THE COLEMAN COMPANY, INC.



                             By: /s/ LARRY E. SANFORD
                                ------------------------------------
                                  Name:  Larry E. Sanford
                                  Title: Executive Vice President


                              /s/ MICHAEL N. HAMMES
                             ----------------------------------------
                                  Michael N. Hammes



<PAGE>
                              AMENDMENT TO
                          EMPLOYMENT AGREEMENT

          FIRST AMENDMENT dated August 1, 1996 to Employment Agreement 
effective as of January 1, 1996, by and between The Coleman Company, Inc., a 
Delaware corporation (the "Company") and David Stearns (the "Executive").

          WHEREAS, the parties entered into an Employment Agreement effective 
as of January 1, 1996 (the "Employment Agreement"); and

          WHEREAS, the parties wish to amend the Employment Agreement as set 
forth herein.

          NOW THEREFORE, the parties agree as follows:

          1.   Section 9(c) is hereby amended in its entirety and replaced 
with the following:

               9.(c)  During the time the Executive is employed by the 
     Corporation and for a period of two years following the termination of 
     such employment for any reason, the Executive will not serve as an officer,
     director or employee, or in any other way assist the efforts of, any 
     Significant Competitor.  As used herein, the term "Significant Competitor" 
     shall mean any corporation, partnership or entity (i) that competes 
     directly against the Corporation in one or more product lines with such 
     product lines representing at least 10% of the total sales of such 
     competitor, and (ii) where such competing products offered by the
     Corporation constitute at least 10% of the total sales of any organization 
     unit of the Corporation (e.g. division or corporate) that the Executive 
     has been employed at during the previous 24 months. Notwithstanding 
     anything above, this section shall not prohibit the Executive from owning 
     not more than 5% of any publicly traded company.  The restrictions on the
     Executive pursuant to this Section 9(c) shall lapse upon any material 
     breach of this Agreement by the Corporation, including without limitation, 
     the obligations of Corporation under Section 6 COMPENSATION UPON 
     TERMINATION.


<PAGE>

     2.   Executive acknowledges that he has been furnished a copy of 
Colorado Revised Statutes Section 8-23-113(2) and he acknowledges that his 
position is within the class of "executive and management personnel and 
officers" which is excluded from the statute.

     3.   The parties agree that as except as expressly amended hereby, the 
Agreement shall be in full force and effect.

          IN WITNESS WHEREOF, the parties have executed this Amendment to the 
Employment Agreement as of the date first above written.

                              THE COLEMAN COMPANY, INC.



                              By: /s/  LARRY E. SANFORD
                                  ------------------------------
                                  Name: Larry E. Sanford
                                  Title: Executive Vice President

                                  /s/  D.K. STEARNS
                                  ------------------------------
                                  David Stearns

<PAGE>

                                AMENDMENT TO
                             EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of January 1, 1996, by and between The Coleman Company, Inc., a Delaware
corporation (the "Company") and George Mileusnic (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of January 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                                       THE COLEMAN COMPANY, INC.



                                       By: /s/ Larry E. Sanford
                                           -----------------------------------
                                           Name: Larry E. Sanford
                                           Title: EVP



                                           /s/ George Mileusnic
                                           -----------------------------------
                                               George Mileusnic











<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement 
effective as of January 1, 1996, by and between The Coleman Company, Inc., a 
Delaware corporation (the "Company") and Patrick McEvoy (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective 
as of January 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set 
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced 
with the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado 
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is 
within the class of "executive and management personnel and officers" which 
is excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the 
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the 
Employment Agreement as of the date first above written.

                              THE COLEMAN COMPANY, INC.



                              By: /s/  LARRY E. SANFORD
                                  ------------------------------
                                  Name: Larry E. Sanford
                                  Title: Executive Vice President

                                  /s/  PATRICK MCEVOY  8/14/96
                                  ------------------------------
                                  Patrick McEvoy

<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of January 1, 1996, by and between The Coleman Company, Inc., a Delaware
corporation (the "Company") and Larry E. Sanford (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of January 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company. 
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

<PAGE>

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                             THE COLEMAN COMPANY, INC.



                             By: /s/ GEORGE E. MILEUSNIC
                                ------------------------------------
                                  Name:  George E. Mileusnic
                                  Title: Chief Financial Officer


                              /s/ LARRY E. SANFORD
                             ---------------------------------------
                                  Larry E. Sanford


<PAGE>

                                     AMENDMENT TO
                                 EMPLOYMENT AGREEMENT

         FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of January 1, by and between The Coleman Company, Inc., a Delaware
corporation (the "Company") and Gerry Brown (the "Executive").

         WHEREAS, the parties entered into an Employment Agreement effective as
of January 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.

         NOW THEREFORE, the parties agree as follows:

         1.   Section 9(c) is hereby amended in its entirety and replaced with
the following:

              9.(c)  During the time the Executive is employed by the
    Corporation and for a period of two years following the termination of
    such employment for any reason, the Executive will not serve as an
    officer, director or employee, or in any other way assist the efforts
    of, any Significant Competitor.  As used herein, the term "Significant
    Competitor" shall mean any corporation, partnership or entity (i) that
    competes directly against the Corporation in one or more product lines
    with such product lines representing at least 10% of the total sales
    of such competitor, and (ii) where such competing products offered by
    the Corporation constitute at least 10% of the total sales of any
    organization unit of the Corporation (e.g. division or corporate) that
    the Executive has been employed at during the previous 24 months. 
    Notwithstanding anything above, this section shall not prohibit the
    Executive from owning not more than 5% of any publicly traded company.
    The restrictions on the Executive pursuant to this Section 9(c) shall
    lapse upon any material breach of this Agreement by the Corporation,
    including without limitation, the obligations of Corporation under
    Section 6 COMPENSATION UPON TERMINATION.

    2.   Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.

<PAGE>

    3.   The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.

                             THE COLEMAN COMPANY, INC.



                             By: /s/ LARRY E. SANFORD
                                -----------------------------------
                                  Name:  Larry E. Sanford
                                  Title: Executive Vice President


                              /s/ GERRY E. BROWN
                             --------------------------------------
                                  Gerry E. Brown


<PAGE>
                                                                    EXHIBIT 23.1



                                 [LETTERHEAD]




                       CONSENT OF INDEPENDENT AUDITORS




We consent to the incorporation by reference in the Registration Statement 
dated February 25, 1993 (Form S-8, No. 33-58726) pertaining to The Coleman 
Company, Inc.'s 1992 Stock Option Plan and in the Registration Statement 
dated January 18, 1994 (Form S-8, No. 33-74144) pertaining to The Coleman 
Company, Inc.'s 1993 Stock Option Plan, of our report dated November 21, 
1995, with respect to the consolidated financial statements of Seatt 
Corporation included in the Current Report on Form 8-K of The Coleman 
Company, Inc. filed with the Securities and Exchange Commission on January 
17, 1996.


             /s/  Friedman Eisenstein Raemer and Schwartz, LLP



January 16, 1996
 

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS FILED IN THE COMPANY'S FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          43,757
<SECURITIES>                                         0
<RECEIVABLES>                                  296,045
<ALLOWANCES>                                    10,516
<INVENTORY>                                    288,884
<CURRENT-ASSETS>                               669,472
<PP&E>                                         298,611
<DEPRECIATION>                                  94,959
<TOTAL-ASSETS>                               1,237,683
<CURRENT-LIABILITIES>                          303,999
<BONDS>                                        573,048
                                0
                                          0
<COMMON>                                           532
<OTHER-SE>                                     286,849
<TOTAL-LIABILITY-AND-EQUITY>                 1,237,683
<SALES>                                        992,863
<TOTAL-REVENUES>                               995,821
<CGS>                                          737,423
<TOTAL-COSTS>                                  737,423
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 2,448
<INTEREST-EXPENSE>                              28,795
<INCOME-PRETAX>                                  5,449
<INCOME-TAX>                                     8,952
<INCOME-CONTINUING>                            (5,373)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  (647)
<CHANGES>                                            0
<NET-INCOME>                                   (6,020)
<EPS-PRIMARY>                                    (.11)<F1>
<EPS-DILUTED>                                    (.11)<F1>
<FN>
<F1> PER SHARE AMOUNTS HAVE BEEN ADJUSTED TO REFLECT 
THE TWO-FOR-ONE STOCK SPLIT PAID JULY 15, 1996.  
FINANCIAL DATA SCHEDULES FOR PRIOR PERIODS HAVE NOT 
BEEN RESTATED FOR THIS STOCK SPLIT.
</FN>
        

</TABLE>


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