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. 2 - Final Amendment)
(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. |_|
(TM)Trademark of Merrill Lynch & Co., Inc.
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3, as amended (the "Schedule 13E-3"), is being filed on behalf
of Ronald O. Perelman, Mafco Holdings, Inc., a Delaware corporation 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").
Concurrently with the filing of this Amendment No. 2 to the
Schedule 13E-3, the Company is filing an Amendment No. 2 to the Issuer
Tender Offer Statement on Schedule 13E-4, as amended (the "Schedule
13E-4"), with the Securities and Exchange Commission with respect to the
Exchange Offer.
Item 10. Interest In Securities Of The Issuer.
Item 10 is hereby amended and supplemented by the following:
(a) - (b) 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 isued by the Company on June
23, 1997 relating to the completion of the Exchange Offer is filed as
Exhibit (d)(1) hereto and is incorporated herein by reference.
Item 17. Material To Be Filed As Exhibits.
Item 17 is hereby amended and supplemented by the following:
(d)(1) Press Release dated June 23, 1997.
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
Ronald O. Perelman
Dated: June 23, 1997
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.
MAFCO HOLDINGS INC.
By: /s/ BARRY F. SCHWARTZ
Name: Barry F. Schwartz
Title: Executive Vice President
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) -- 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.
(d)(1) -- Press Release dated June 23, 1997.
(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.
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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(TM) Trademark of Merrill Lynch & Co., Inc.
