SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
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RULE 13E-3 TRANSACTION STATEMENT
(Amendment No. 1)
(Pursuant To Section 13(e) of The Securities Exchange Act of 1934)
COLEMAN WORLDWIDE CORPORATION
(Name of Issuer)
RONALD O. PERELMAN
MAFCO HOLDINGS, INC.
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
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.
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(TM)Trademark of Merrill Lynch & Co., Inc.
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") is being filed on behalf of Ronald O.
Perelman, Mafco Holdings Inc., a Delaware Corporation ("Holdings"), and
Coleman Worldwide Corporation, a Delaware corporation (the "Company"), to
amend the Schedule 13E-3, 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"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Offer to Accept LYONs for Exchange for
Cash.
Concurrently with the filing of this Amendment No. 1 to the
Schedule 13E-3, the Company is filing an Amendment No. 1 to the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") with the
Securities and Exchange Commission with respect to the Exchange Offer.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented by the following:
(a)-(d), (g) The Schedule 13E-3 is being filed by Ronald O.
Perelman, Holdings and the Company, an indirect wholly owned subsidiary of
Holdings, a corporation wholly owned by Ronald O. Perelman. Schedule I to
the Offer to Accept LYONs for Exchange for Cash is hereby amended and
supplemented to include the following:
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF HOLDINGS
Directors and Executive Officers of Holdings. Set forth below is
the name, current business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer
of Holdings. Directors are identified by an asterisk. Each such person is a
citizen of the United States, and the business address of each such person
is c/o MacAndrews & Forbes Holdings, Inc., 35 East 62nd Street, New York,
NY 10021.
Present Principal Occupation or
Employment
Name and Five-Year Employment History
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Ronald O. Perelman* See the information provided under the
table with respect to the Company on
Schedule I.
Donald G. Drapkin* See the information provided under the
table with respect to the Company on
Schedule I.
Howard Gittis* Vice Chairman of MacAndrews Holdings and
various of its affiliates for more than
five years. Mr. Gittis is a Director of the
following corporations which file reports
pursuant to the Exchange Act: Andrews
Group, CalFed, Cigar Holdings, Cigar Corp.,
First Nationwide Holdings, Cosmetic Center,
First Nationwide Parent, Mafco
Consolidated, M&F, Pneumo Abex, Revlon
Products, Revlon, Revlon Worldwide, Jones
Apparel Group, Inc., Loral Space & Communi-
cations Ltd. and Rutherford-Moran Oil
Corporation.
Irwin Engelman* See the information provided under the
table with respect to the Company on
Schedule I.
Barry F.Schwartz See the information provided under the
table with respect to the Company on
Schedule I.
Bruce Slovin* See the information provided under the
table with respect to the Company on
Schedule I.
(e)-(f) During the last five years, none of Mr. Perelman, Holdings
nor, to Holdings' best knowledge, any of its directors and executive
officers (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of
such laws.
Item 4. Terms of the Transaction.
Item 4(a) 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".
Item 8. Fairness of the Transaction.
Item 8(a)-(b) is hereby amended and supplemented by the following:
Mr. Perelman is a director of the Company and, as such,
participated in the evaluation by the Board of Directors of the Company
(the "Board") of the fairness of the Exchange Offer to LYON Holders. Mr.
Perelman has not undertaken any independent formal evaluation as to the
fairness of the Exchange Offer apart from such Board participation.
Holdings had no involvement in the evaluation by the Board of the fairness
of the Exchange Offer to LYON Holders and has not undertaken any formal
evaluation as to the fairness of the Exchange Offer. However, Mr. Perelman,
during the course of his participation as a member of the Board, and
Holdings have considered the factors set forth in "SPECIAL FACTORS -
Section 3. Fairness of the Exchange Offer" and based on such factors, Mr.
Perelman and Holdings have each determined that the Exchange Offer is fair
to LYONs Holders. Mr. Perelman and Holdings have adopted the conclusion,
and the analyses underlying such conclusion, of the Board as to the
fairness of the Exchange Offer, based upon their view as to the
reasonableness of such analyses.
In assessing the fairness of the Exchange Offer, Mr. Perelman and
Holdings considered the factors set forth in "SPECIAL FACTORS - Section 3.
Fairness of the Exchange Offer" collectively and did not assign relative
weights to them in reaching their conclusion and did not consider any one
factor as decisive.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
Item 12(b) is hereby amended and supplemented by the following:
Neither Mr. Perelman nor Holdings makes any recommendation to any
Holder as to whether to surrender LYONs for exchange or refrain from
surrendering LYONs for exchange for cash in the Exchange Offer. Each Holder
must make such Holder's own decision whether to surrender such LYONs for
exchange for cash in the Exchange Offer, and, if so, the principal amount
of LYONs to surrender for exchange.
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
/s/ RONALD O. PERELMAN
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Ronald O. Perelman
Dated: June 20, 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.
MAFCO HOLDINGS INC.
By: /s/ BARRY F. SCHWARTZ
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Name: Barry F. Schwartz
Title: Executive Vice President
Dated: June 20, 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
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Name: Barry F. Schwartz
Title: Executive Vice President
Dated: June 20, 1997
EXHIBIT INDEX
Exhibit Description
*(a) -- Indenture dated as of May 20, 1997 by and among Coleman Escrow
Crop., Coleman Worldwide Corporation (only with respect to the
non-recourse guarantee and certain collateral security
agreements contained in Article X and XI thereof) and First
Trust National Association, as Trustee.
(b) -- Not applicable.
(c) -- Not applicable.
*(d) -- The documents attached as Exhibits (a)(1)-(6) in response to
Item 9(a) of the Schedule 13E-4 and included in Exhibit (g)
hereto are incorporated herein by reference.
(e) -- Not applicable.
(f) -- Not applicable.
*(g) -- Issuer Tender Offer Statement on Schedule 13E-4 dated May 23,
1997 of the company, filed by the Company on May 23, 1997 with
the Commission and incorporated herein by reference.
*(h) -- Consolidated Financial Statements for the Company for the fiscal
years ended December 31, 1996 and December 31, 1995 (audited)
and for the first three months ended March 31, 1997 and 1996
(unaudited), filed as Exhibit (g) to the Schedule 13E-4 and
incorporated by reference herein.
*(i) -- Consolidated Financial Statements for Coleman for the fiscal
years ended December 31, 1996 and December 31, 1995 (audited)
and for the first three months ended March 31, 1997 and 1996
(unaudited), filed as Exhibit (h) to the Schedule 13E-4 and
incorporated by reference herein.
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* Previously filed.
