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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 1996 (June 14, 1996)
COLEMAN WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11962 13-3704484
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO 80401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-202-2400
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COLEMAN WORLDWIDE CORPORATION
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 14, 1996, pursuant to the terms of the Share Purchase Agreement
dated February 27, 1996, between Butagaz S.N.C. ("Butagaz"), a subsidiary of
Societe de Ptroles Shell S.A., and Bafiges S.A. ("Bafiges"), a subsidiary of
The Coleman Company, Inc. ("Coleman" or "Company"),an approximately 83% owned
subsidiary of Coleman Worldwide Corporation, Coleman completed the purchase of
717,000 shares (approximately 59.9%) of the outstanding shares of Application
des Gaz, S.A. ("ADG" or "Camping Gaz") at a price of French Franc 404 per share
(approximately $78 per share at the then current exchange rate) or approximately
$55.9 million in cash. On June 24, 1996, Bafiges commenced a tender offer for
the 359,942 publicly held shares (30.1% of the outstanding shares) of ADG for
French Franc 404 per share. Coleman expects the tender offer to close during
July 1996 at which time Bafiges will complete the necessary steps to acquire all
the publicly held shares. This action requires that Coleman and Butagaz on a
combined basis control at least 95% of the voting control of the outstanding
shares of ADG. Butagaz retained 119,889 (approximately 10.0%) of the
outstanding shares of ADG and these shares are subject to put and call options
whereby Butagaz may sell the shares to Bafiges and Bafiges may purchase the
shares from Butagaz at a price of French Franc 404 per share subject to certain
other conditions including the right of Butagaz to retain a seat on the board
of ADG.
Coleman financed the acquisition of the 717,000 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 each commencing June 13, 2000 with a final payment of $12.1
million 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 each
commencing June 13, 2004 with a final payment of $15.0 million 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.
Shares acquired pursuant to the tender offer described above will be
financed with proceeds from the private placements discussed above and the
remaining net proceeds from the private placements will be used for general
corporate purposes.
Camping Gaz is the leading manufacturer and distributor of camping
appliances in Europe. Camping Gaz had revenues of approximately $198.6 million
for its fiscal year ended December 31, 1995.
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COLEMAN WORLDWIDE CORPORATION
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Coleman Worldwide Corporation has determined that it is
impracticable to provide the required historical financial information
with respect to the acquisition of the ADG business reported in this
Current Report. Coleman Worldwide Corporation will file the required
historical information under cover of an amended Form 8-K/A as soon as
practicable, but in no event later than August 28, 1996.
(b) PRO FORMA FINANCIAL INFORMATION
Coleman Worldwide Corporation has determined that it is
impracticable to provide the required pro forma financial information
with respect to the acquisition of the ADG business reported in this
Current Report. Coleman Worldwide Corporation will file the required
pro forma information under cover of an amended Form 8-K/A as soon as
practicable, but in no event later than August 28, 1996.
(c) EXHIBITS
EXHIBIT INDEX DESCRIPTION
4.1 Note Purchase Agreement dated as of May 1, 1996 among the Company
and the Purchasers party thereto (incorporated by reference to
Exhibit 4.1 to the Coleman's Current Report on Form 8-K dated
June 28, 1996).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COLEMAN WORLDWIDE CORPORATION
(Registrant)
Date: JUNE 28, 1996 By: /s/ George Mileusnic
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George Mileusnic
Executive Vice President and
Chief Financial Officer
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