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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
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RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) 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
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
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BARRY F. SCHWARTZ
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 PERSON(S) FILING STATEMENT)
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Copy to:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
This statement if filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act
of 1933.
c. /x/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. / /
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE*
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($561,553,000 principal amount of $38,591.05
Liquid Yield Option(TM) Notes, due
May 27, 2013 at $343.61
per $1,000 principal amount at maturity)
$192,955,226.33
* In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction
valuation by one-fiftieth of one percent.
/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
of schedule and the date of its filing.
Amount Previously Paid: $38,591.05 Filing Party: Coleman Worldwide
Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: May 23, 1997
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(TM)Trademark of Merrill Lynch & Co., Inc.
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This Amendment No. 1 amends the Rule 13e-3 Transaction Statement on
Schedule 13E-3 filed on May 23, 1997 (the "Schedule 13E-3"), by Coleman
Worldwide Corporation, a Delaware corporation ("the Company"), relating 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 of the 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, upon the
terms and subject to the conditions set forth in the Offer to Accept LYONs for
Exchange for Cash and the related Letter of Transmittal (which collectively
constitute the "Exchange Offer"), copies of which were incorporated by reference
to Exhibits (a)(1) and (a)(2) of the Issuer Tender Offer Statement on Schedule
13E-4, filed by the Company on May 23, 1997, as Exhibit (d) to the Schedule
13E-3. Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given to such terms in the Exchange Offer.
Item 16. Additional Information.
Item 16 is hereby amended to add the following:
On May 27, 1997, the Company announced that on Friday, May 23, 1997,
it commenced the Exchange Offer.
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby amended to add the following:
(j) Press release dated May 27, 1997.
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(TM) Trademark of Merrill Lynch & Co., Inc.
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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: May 27, 1997
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EXHIBIT INDEX
Exhibit Description
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(j) Press release dated May, 27, 1997.
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COLEMAN WORLDWIDE CORPORATION COMMENCES OFFER TO ACCEPT
LIQUID YIELD OPTIONTM NOTES DUE 2013 FOR EXCHANGE FOR CASH
NEW YORK, NY -- (May 27, 1997) -- Coleman Worldwide
Corporation announced today that on Friday, May 23, 1997, it commenced its
offer to accept any and all of its Liquid Yield Option(TM) Notes ("LYONs") due
2013 for exchange for cash at $343.61 per $1,000 principal amount at maturity.
On May 22, 1997, the last full trading day prior to the commencement of the
exchange offer, the reported bid for the LYONs on the New York Stock Exchange
was $33 3/4 per $100 principal amount at maturity (which represents $337.50 per
$1,000 principal amount at maturity), and each LYON was exchangeable into
Coleman Company common stock having a value of $267 based on the May 22, 1997
New York Stock Exchange per share closing price of Coleman Company common stock
of $17. The exchange offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Friday June 20, 1997, unless extended.
Any LYONs remaining outstanding on May 27, 1998 will be
redeemed on such date (or as soon as practicable thereafter) by Coleman
Worldwide at their redemption price of $343.61 per $1,000 principal amount at
maturity.
Coleman Worldwide is a holding company whose only significant
asset is approximately 83% of the outstanding Coleman Company common stock.
Documents relating to the exchange offer have been filed
with the Securities and Exchange Commission and delivered to holders of LYONs.
* * * * * *
Contact: James T. Conroy
212-572-5980
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(TM) Trademark of Merrill Lynch & Co., Inc.
