SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(AMENDMENT NO. 2 - FINAL AMENDMENT)
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
COLEMAN WORLDWIDE CORPORATION
(NAME OF ISSUER)
COLEMAN WORLDWIDE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
LIQUID YIELD OPTION(TM) NOTES DUE MAY 27, 2013
(ZERO COUPON-SENIOR SECURED)
(TITLE OF CLASS OF SECURITIES)
193672 AA 0
(CUSP NUMBER OF CLASS OF SECURITIES)
BARRY F. SCHWARTZ, ESQ.
EXECUTIVE VICE PRESIDENT
COLEMAN WORLDWIDE CORPORATION
1767 DENVER WEST BOULEVARD
GOLDEN, COLORADO 80401
(303) 202-2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
MAY 23, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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INTRODUCTION
This Amendment No. 2 to the Issuer Tender Offer
Statement on Schedule 13E-4, as amended (the "Schedule 13E-4"),
is being filed on behalf of Coleman Worldwide Corporation, a
Delaware corporation (the "Company"), to amend the Schedule 13E-4,
filed originally by the Company on May 23, 1997, which relates
to the offer by the Company to accept for exchange for cash,
pursuant to the Indenture dated as of May 27, 1993 between the
Company and First Trust National Association, as successor
Trustee, any and all of its outstanding Liquid Yield Option(TM)
Notes due May 27, 2013 (the "LYONs") at $343.61 per $1,000
principal amount at maturity, net to the exchanging holder of
LYONs (a "Holder"), upon the terms and subject to the conditions
set forth in the Offer to Accept LYONs for Exchange for Cash
dated May 23, 1997 (the "Offer to Accept LYONs for Exchange for
Cash"), and in the related Letter of Transmittal (which together
constitute the "Exchange Offer").
Concurrently with the filing of this Amendment No. 2 to
the Schedule 13E-4, Ronald O. Perelman, Mafco Holdings Inc. and
the Company are filing an Amendment No. 2 to the Rule 13e-3
Transaction Statement on Schedule 13E-3, as amended (the
"Schedule 13E-3"), with the Securities and Exchange Commission
with respect to the Exchange Offer.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended and supplemented by the
following:
Following expiration of the Exchange Offer at 12:00
midnight, New York City time, on Friday, June 20, 1997, the
Company accepted for exchange all LYONs validly surrendered
pursuant to the Exchange Offer. The Company has been informed by
the Depositary that $545,053,000 aggregate principal amount at
maturity of LYONs (including $274,000 aggregate principal amount
at maturity of LYONs surrendered by guaranteed delivery) had been
surrendered for exchange pursuant to the Exchange Offer. A copy
of the press release issued by the Company on June 23, 1997
relating to the completion of the Exchange Offer is filed as
Exhibit (a)(8) hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the
following:
(a)(8) Press Release dated June 23, 1997.
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND
BELIEF, THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH
IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
COLEMAN WORLDWIDE CORPORATION
By: /s/ BARRY F. SCHWARTZ
Name: Barry F. Schwartz
Title: Executive Vice President
Dated: June 23, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
*(a) (1) Offer to Accept LYONs for Exchange for Cash dated
May 23, 1997.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to brokers, dealers, commercial banks, trust
companies and other nominees dated May 23, 1997.
*(a)(5) Letter to clients for use by brokers, dealers,
commercial banks, trust companies and other
nominees dated May 23, 1997.
*(a)(6) Guidelines for Certification of Taxpayer
Identification Number.
*(a)(7) Press Release dated May 19, 1997.
(a)(8) Press Release dated June 23, 1997.
*(b) Indenture dated as of May 20, 1997 by and among
Coleman Escrow Corp., Coleman Worldwide
Corporation (only with respect to the non-recourse
guarantee and certain collateral security
agreements contained in Articles X and XI thereof)
and First Trust National Association, as Trustee.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
*(g) Consolidated Financial Statements for the Company
for the fiscal years ended December 31, 1996 and
December 31, 1995 (audited) and for the three
months ended March 31, 1997 and 1996 (unaudited).
*(h) Consolidated Financial Statements for Coleman for
the fiscal years ended December 31, 1996 and
December 31, 1995 (audited) and for the three
months ended March 31, 1997 and 1996 (unaudited).
----------------------
* Previously filed.
FOR IMMEDIATE RELEASE
COLEMAN WORLDWIDE CORPORATION CLOSES OFFER TO ACCEPT
LIQUID YIELD OPTION(TM) NOTES DUE 2013 FOR EXCHANGE FOR CASH
New York, NY - June 23, 1997 - Coleman Worldwide
Corporation today announced that it has accepted
approximately $544,804,000 aggregate principal amount at
maturity of its Liquid Yield Option(TM) Notes due 2013 (the
"LYONs") for exchange for cash at $343.61 per $1,000
principal amount at maturity pursuant to its exchange
offer which expired at 12:00 midnight, New York City
time, on Friday, June 20, 1997. Cash will be delivered
promptly for all LYONs validly surrendered pursuant to
the exchange offer.
After giving effect to the exchange offer, approximately
$16,749,000 aggregate principal amount at maturity of
LYONs remain outstanding.
Coleman Worldwide is a holding company whose only
significant asset is approximately 83% of the outstanding
Coleman common stock of The Coleman Company, Inc..
* * * * *
Contact: James T. Conroy
212-572-5980
______________________
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