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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) AUGUST 27, 1996 (JUNE 14, 1996)
COLEMAN HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-67058 13-3722380
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO 80401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-202-2400
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COLEMAN HOLDINGS INC.
The following financial statements of businesses acquired and pro forma
financial information is provided by Coleman Holdings Inc. ("Coleman Holdings")
in connection with the acquisition of Application des Gaz, S.A. ("ADG" or
"Camping Gaz") by The Coleman Company, Inc. ("Coleman" or "Company"), an
approximately 83% indirectly owned subsidiary of Coleman Holdings, as described
in Coleman Holdings Form 8-K dated June 28, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following historical
consolidated financial statements of ADG prepared in accordance with French
generally accepted accounting principles for the year ended December 31, 1995
are attached to this Form 8-K/A-1 as Exhibit 99.1:
Statutory Auditors' General Report
Consolidated Annual Accounts for the Year Ended December 31, 1995
(b) PRO FORMA FINANCIAL INFORMATION. The following pro forma financial
information is provided by Coleman Holdings in connection with the
acquisition of Camping Gaz by Coleman:
The unaudited balance sheet of Coleman Holdings as of June 30, 1996 as
reported in Coleman Holdings' Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996 (the "June 30, 1996 Form 10-Q") reflects the
acquisition of approximately 89% of the outstanding shares of ADG as of June 30,
1996. The pro forma adjustments to the unaudited pro forma condensed combined
balance sheet as of June 30, 1996 relate entirely to the acquisition of the
remaining outstanding shares of ADG, approximately 11% of the outstanding
shares, as if Coleman had purchased those outstanding shares at June 30, 1996.
The unaudited Coleman Holdings condensed consolidated statement of earnings
for the six months ended June 30, 1996, as reported in the June 30, 1996 Form
10-Q, includes the results of the Camping Gaz operations from March 1, 1996
through June 30, 1996 and also includes recognition of minority interest in the
earnings of Camping Gaz related to the publicly traded shares of Camping Gaz for
that same period. Therefore, the pro forma adjustments to the unaudited pro
forma condensed combined statement of earnings for the six months ended June
30, 1996 relate to the operations of Camping Gaz for the period January 1, 1996
through February 29, 1996 and to the elimination of the minority shareholders
interest in the earnings of Camping Gaz for the period March 1, 1996 through
June 30, 1996 as if Coleman had purchased 100% of the outstanding shares of
Camping Gaz at January 1, 1996. The unaudited pro forma condensed combined
statement of earnings for the year ended December 31, 1995 has been prepared as
if the purchase of 100% of the outstanding shares of Camping Gaz had occurred as
of the beginning of 1995.
The historical financial statements of Camping Gaz included in Item 7(a) as
Exhibit 99.1 are expressed in French Francs and prepared in accordance with
accounting principles generally accepted in France ("French GAAP"). Each of the
historical statements of earnings of Camping Gaz presented in the pro forma
statements of earnings in Item 7(b) have been adjusted so as to reflect pro
forma financial information prepared in accordance with accounting principles
generally accepted in the United States ("U.S. GAAP") and have been translated
into U.S. dollars at appropriate exchange rates. Net earnings for Camping Gaz
for the year ended December 31, 1995 prepared in accordance with U.S. GAAP are
$2.8 million and include a $0.4 million increase in net earnings as determined
in accordance with French GAAP for the year ended December 31, 1995. The $0.4
million increase in net earnings relates primarily to a reduction of
depreciation expense as determined in accordance with U.S. GAAP and the
associated increase in the provision for income taxes. The net loss for Camping
Gaz of $1.2 million included in the pro forma statement of earnings for the six
months ended June 30,
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (CONCLUDED)
1996 is for the period January 1, 1996 through February 29, 1996 and includes
primarily a $0.6 million after tax inventory write-off and a $0.4 million after
tax charge for litigation expense to adjust historical earnings prepared in
accordance with French GAAP to historical earnings prepared in accordance with
U.S. GAAP.
The unaudited pro forma condensed combined financial statements reflect the
purchase method of accounting on an unaudited basis for the Camping Gaz
acquisition based upon preliminary purchase price allocations and reflect
certain other adjustments described in the notes. The pro forma results do not
purport to be indicative of what would have occurred had the acquisition of
Camping Gaz been consummated at the beginning of the periods presented.
Moreover, the pro forma information is not intended to be indicative of future
results of operations. The pro forma financial information should be read in
conjunction with the notes thereto and the historical financial statements and
the related notes thereto contained in the June 30, 1996 Form 10-Q incorporated
herein by reference and the 1995 Annual Report on Form 10-K of Coleman Holdings.
See the unaudited pro forma condensed combined financial statements listed
in the accompanying Index to Unaudited Pro Forma Financial Statements on Page F-
1 herein.
(c) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Statutory Auditors' General Report and Consolidated
Annual Accounts for the Year Ended December 31, 1995 of
Application des Gaz, S.A.; incorporated by reference
herin from Exhibit 99.1 to The Coleman Company, Inc.
Current Report on Form 8-K/A-1 filed on August 28,
1996.
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COLEMAN HOLDINGS INC.
(Registrant)
Date: August 27, 1996 By: /s/ George Mileusnic
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George Mileusnic
Executive Vice President and Chief
Financial Officer
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CURRENT REPORT ON FORM 8-K/A-1
ITEM 7(b)
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
COLEMAN HOLDINGS INC. AND SUBSIDIARIES
Page
----
The following unaudited condensed combined pro forma financial
statements of Coleman Holdings Inc. and Subsidiaries are included
in Item 7(b):
Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 1996................................................ F-2
Unaudited Pro Forma Condensed Combined Statement of Earnings
for the Six Months Ended June 30, 1996....................... F-3
Unaudited Pro Forma Condensed Combined Statement of Earnings
for the Year Ended December 31, 1995......................... F-4
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements................................................... F-5
F-1
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1996
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Coleman Pro Forma Pro Forma
Holdings Adjustments Combined
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $ 11,364 $ -- $ 11,364
Accounts receivable, net.................... 370,409 -- 370,409
Inventories................................. 291,995 -- 291,995
Deferred tax assets......................... 20,115 -- 20,115
Prepaid assets and other.................... 20,846 -- 20,846
---------- ----------- ----------
Total current assets..................... 714,729 -- 714,729
Property, plant and
equipment, net........................... 212,257 -- 212,257
Intangible assets related to
businesses acquired, net................. 321,455 6,771 (1) 328,226
Note receivable - affiliate................... 54,764 -- 54,764
Deferred tax assets and other................. 49,531 (10,672)(1) 38,859
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$1,352,736 $ (3,901) $1,348,835
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LIABILITIES AND STOCKHOLDER'S (DEFICIT)
Current liabilities:
Accounts and notes payable.................. $ 203,519 $ -- $ 203,519
Other current liabilities................... 106,492 -- 106,492
---------- ----------- ----------
Total current liabilities................ 310,011 -- 310,011
Long-term debt.............................. 956,882 -- 956,882
Income taxes payable - affiliate............ 50,136 -- 50,136
Other liabilities........................... 65,909 -- 65,909
Minority interest in Camping Gaz............ 5,393 (3,901)(1) 1,492
Minority interest in Coleman................ 57,469 -- 57,469
Stockholder's (deficit)..................... (93,064) -- (93,064)
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$1,352,736 (3,901) $1,348,835
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</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
F-2
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1996
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Coleman Camping Pro Forma Pro Forma
Holdings Gaz (a) Adjustments Combined
--------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . $ 726,214 $ 26,154 $ -- $ 752,368
Cost of sales. . . . . . . . . . . . . . 507,710 17,451 -- 525,161
--------- -------- ----------- ---------
Gross profit . . . . . . . . . . . . . . 218,504 8,703 -- 227,207
Selling, general
and administrative expenses. . . . . . 125,819 10,483 -- 136,302
Interest expense . . . . . . . . . . . . 36,606 173 1,730 (3) 38,509
Amortization of goodwill
and deferred charges . . . . . . . . . 6,082 -- 347 (4) 6,429
Other expense, net . . . . . . . . . . . (2,098) (4) -- (2,102)
--------- -------- ----------- ---------
Earnings (loss) before income taxes,
taxes, minority interest,
and extraordinary item . . . . . . . . 52,095 (1,949) (2,077) 48,069
Provision for income taxes . . . . . . . 17,390 (731) (1,510)(5) 15,149
Minority interest in earning
of Camping Gaz . . . . . . . . . . . . 1,951 (22) (1,602)(2) 327
Minority interest in earnings
of Coleman . . . . . . . . . . . . . . 7,237 -- (23)(6) 7,214
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Earnings (loss)
before extraordinary item. . . . . . . $ 25,517 $ (1,196) $ 1,058 $ 25,379
--------- -------- ----------- ---------
--------- -------- ----------- ---------
</TABLE>
(a) For the period January 1, 1996 through February 29, 1996
See Notes to Pro Forma Condensed Combined Financial Statements
F-3
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1995
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Coleman Camping Pro Forma Pro Forma
Holdings Gaz Adjustments Combined
---------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . $ 933,574 $ 196,987 $ -- $1,130,561
Cost of sales. . . . . . . . . . . . . . 649,427 121,930 -- 771,357
---------- --------- ----------- ----------
Gross profit . . . . . . . . . . . . . . 284,147 75,057 -- 359,204
Selling, general
and administrative expenses. . . . . . . 175,036 67,515 -- 242,551
Asset impairment charge. . . . . . . . . 12,289 -- -- 12,289
Interest expense . . . . . . . . . . . . 57,830 1,903 7,281 (3) 67,014
Amortization of goodwill
and deferred charges . . . . . . . . . . 9,558 -- 1,688 (4) 11,246
Other expense, net . . . . . . . . . . . 283 605 -- 888
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Earnings (loss) before income
taxes, minority interest,
and extraordinary item . . . . . . . . . 29,151 5,034 (8,969) 25,216
Provision for income taxes . . . . . . . 11,701 1,799 (5,275)(5) 8,225
Minority interest in earnings
of Camping Gaz . . . . . . . . . . . . . -- 405 -- 405
Minority interest in earnings
of Coleman . . . . . . . . . . . . . . . 6,696 -- (136)(6) 6,560
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Earnings (loss)
before extraordinary item. . . . . . . . $ 10,754 $ 2,830 $ (3,558) $ 10,026
---------- --------- ----------- ----------
---------- --------- ----------- ----------
</TABLE>
See Notes to Pro Forma Condensed Combined Financial Statements
F-4
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)
A. BASIS OF FINANCIAL STATEMENT PRESENTATION
On February 28, 1996, The Coleman Company, Inc. ("Coleman" or the
"Company"), an approximately 83% indirectly owned subsidiary of Coleman Holdings
Inc. ("Coleman Holdings"), and Butagaz S.N.C. ("Butagaz"), a subsidiary of
Societe de Petroles Shell S.A., jointly announced they had entered into an
agreement (the "Share Purchase Agreement") in connection with the sale to
Coleman of approximately 60 percent of the outstanding shares of Application des
Gaz, S.A. ("ADG" or "Camping Gaz"). Pursuant to the terms of the Share Purchase
Agreement and other related documents dated February 27, 1996, Coleman has the
right to, and intends to, acquire the remaining shares held by Butagaz, which
represent approximately 10% of the outstanding shares of ADG, and accordingly
considers this 10% stock ownership as under the control of the Company. The
Company obtained effective control of Camping Gaz on March 1, 1996. Camping Gaz
is the leading manufacturer and distributor of camping appliances in Europe.
On June 24, 1996, Coleman commenced a public tender offer for the purchase
of all the publicly traded outstanding shares of ADG, or approximately 30% of
the outstanding shares. The tender offer period expired in July 1996 with
approximately 28% of the outstanding shares of ADG tendered for purchase. The
Company is currently completing the necessary steps to acquire the remaining
publicly held stock and expects to complete those actions during the third
quarter of 1996. The acquisition of Camping Gaz is being accounted for under
the purchase method. In connection with the preliminary allocation of purchase
price to the fair values of assets and liabilities acquired, the Company
recorded goodwill of approximately $60,682, which is being amortized over 40
years on the straight-line method. Coleman Holdings has included the results
of operations of Camping Gaz in the historical consolidated financial statements
of Coleman Holdings from March 1, 1996, the date on which the Company obtained
effective control of Camping Gaz, and has recognized minority interest related
to the publicly traded shares of Camping Gaz for the period March 1, 1996
through June 30, 1996.
The pro forma adjustments to the June 30, 1996 unaudited pro forma
condensed combined balance sheet relate entirely to the acquisition of the
remaining outstanding shares of ADG, or approximately 11% of the outstanding
shares, as if Coleman had purchased those outstanding shares at June 30, 1996.
The unaudited Coleman Holdings condensed consolidated statement of earnings
for the six months ended June 30, 1996, as reported in Coleman Holdings'
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996 (the
"June 30, 1996 Form 10-Q"), includes the results of the Camping Gaz operations
from March 1, 1996 through June 30, 1996 and also includes recognition of
minority interest in the earnings of Camping Gaz related to the publicly traded
shares of Camping Gaz for that same period. Therefore, the pro forma
adjustments to the unaudited pro forma condensed combined statement of earnings
for the six months ended June 30, 1996 relate to the operations of Camping Gaz
for the period January 1, 1996 through February 29, 1996 and to the elimination
of the minority interest in the earnings of Camping Gaz for the period March 1,
1996 through June 30, 1996 as if Coleman had purchased 100% of the outstanding
shares of Camping Gaz at January 1, 1996. The unaudited pro forma condensed
combined statement of earnings for the year ended December 31, 1995 has been
prepared as if the purchase of 100% of the outstanding shares of Camping Gaz had
occurred as of the beginning of 1995.
The historical statements of earnings of Camping Gaz presented in the pro
forma condensed combined statements of earnings are derived from the historical
financial statements of Camping Gaz expressed in French
F-5
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(In thousands)
(Unaudited)
francs and prepared in accordance with accounting principles generally accepted
in France ("French GAAP") and have been adjusted so as to reflect pro forma
financial information prepared in accordance with accounting principles
generally accepted in the United States ("U.S. GAAP") and translated into U.S.
dollars at appropriate exchange rates. Net earnings for Camping Gaz for the
year ended December 31, 1995 prepared in accordance with U.S. GAAP are $2,830
and include a $445 increase in net earnings as determined in accordance with
French GAAP for the year ended December 31, 1995. The $445 increase in net
earnings relates primarily to a reduction of depreciation expense as determined
in accordance with U.S. GAAP and the associated increase in the provision for
income taxes. The net loss for Camping Gaz of $1,196 included in the pro forma
statement of earnings for the six months ended June 30, 1996 is for the period
January 1, 1996 through February 29, 1996 and includes primarily a $570 after
tax inventory write-off and a $380 after tax charge for litigation expense to
adjust historical earnings prepared in accordance with French GAAP to historical
earnings prepared in accordance with U.S. GAAP.
The unaudited pro forma condensed combined financial statements use the
purchase method of accounting on an unaudited basis for the Camping Gaz
acquisition based upon preliminary purchase price allocations and reflect
certain other adjustments described in the notes. The pro forma results do not
purport to be indicative of what would have occurred had the acquisition of
Camping Gaz been consummated at the beginning of the periods presented.
Moreover, the pro forma information is not intended to be indicative of future
results of operations.
B. PRO FORMA ADJUSTMENTS
1. The acquisition cost of the remaining outstanding publicly traded shares of
Camping Gaz at June 30, 1996 was approximately $10,672. The acquisition
cost was financed with funds that had been placed in escrow at June 30,
1996 and classified as non-current assets in the June 30, 1996 consolidated
balance sheet. Pro forma adjustments are made to record the preliminary
purchase price allocation related to the acquisition of the remaining
outstanding publicly traded shares of Camping Gaz and to eliminate minority
interest related to the publicly traded shares of Camping Gaz at June 30,
1996 and reflected in the June 30, 1996 consolidated balance sheet.
2. Elimination of minority interest related to the publicly traded shares of
Camping Gaz at June 30, 1996 and reflected in the June 30, 1996
consolidated statement of earnings.
F-6
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COLEMAN HOLDINGS INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONCLUDED)
(In thousands)
(Unaudited)
3. Interest on borrowings to finance the acquisition of 100% of the
outstanding shares of Camping Gaz using the approximate interest rates that
would have been incurred under Coleman's credit agreements would have
increased interest expense as follows:
Six Months Ended Year Ended
June 30, 1996 December 31, 1995
---------------- -----------------
Pro forma interest on
Camping Gaz acquisition $ 1,730 $ 7,281
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A one-eighth (1/8) percentage point change in the assumed interest rate
would change the pro forma interest expense by approximately $62 and $123
for the six months ended June 30, 1996 and the year ended December 31,
1995, respectively.
4. To amortize goodwill associated with the Camping Gaz acquisition over 40
years.
5. Pro forma income tax adjustment to adjust the pro forma combined income tax
provision to the estimated annual effective tax rate for the six month
period ended June 30, 1996 and to adjust the pro forma income tax
provision for the year ended December 31, 1995.
6. To recognize minority interest.
F-7
