SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(Amendment No. 1)
(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
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
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May 23, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
(TM)Trademark of Merrill Lynch & Co., Inc.
INTRODUCTION
This Amendment No. 1 to the Issuer Tender Offer Statement on
Schedule 13E-4 (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 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,
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. 1 to the
Schedule 13E-4, Ronald O. Perelman, Mafco Holdings Inc. and the Company are
filing an Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") with the Securities and Exchange
Commission with respect to the Exchange Offer.
Item 8. Additional Information.
Item 8(e) is hereby amended and supplemented by the
following:
Section 5 of the Offer to Accept LYONs for Exchange for Cash
is hereby amended to delete the reference to "sole discretion" in the
introductory paragraph thereof and to delete the reference to "sole
judgment" in paragraph (b) thereof and to replace each such reference with
the words "reasonable judgment".
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
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Name: Barry F. Schwartz
Title: Executive Vice President
Dated: June 20, 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.
*(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).
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* Previously filed.
