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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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) JUNE 28, 1996 (JUNE 14, 1996)
COLEMAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-67058 13-3722380
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO 80401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-202-2400
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COLEMAN HOLDINGS INC.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 14, 1996, pursuant to the terms of the Share Purchase Agreement
dated February 27, 1996. between Butagaz S.N.C. ("Butagaz"), a subsidiary of
Societe de Petroles Shell S.A., and Bafiges S.A. ("Bafiges"), a subsidiary of
The Coleman Company, Inc. ("Coleman" or "Company"),an approximately 83%
indirectly owned subsidiary of Coleman Holdings Inc., Coleman completed the
purchase of 717,000 shares (approximately 59.9%) of the outstanding shares
of Application des Gaz, S.A. ("ADG" or "Camping Gaz") at a price of French
Franc 404 per share (approximately $78 per share at the then current exchange
rate) or approximately $55.9 million in cash. On June 24, 1996, Bafiges
commenced a tender offer for the 359,942 publicly held shares (30.1% of the
outstanding shares) of ADG for French Franc 404 per share. Coleman expects
the tender offer to close during July 1996 at which time Bafiges will
complete the necessary steps to acquire all the publicly held shares. This
action requires that Coleman and Butagaz on a combined basis control at least
95% of the voting control of the outstanding shares of ADG. Butagaz retained
119,889 (approximately 10.0%) of the outstanding shares of ADG and these
shares are subject to put and call options whereby Butagaz may sell the
shares to Bafiges and Bafiges may purchase the shares from Butagaz at a price
of French Franc 404 per share subject to certain other conditions including
the right of Butagaz to retain a seat on the board of ADG.
Coleman financed the acquisition of the 717,000 shares of ADG with net
proceeds from (i) a private placement issuance and sale of $85.0 million
aggregate principal amount of 7.10% Senior Notes, Series A, due 2006 (the
"Notes due 2006")and (ii) a private placement issuance and sale of $75.0
million aggregate principal amount of 7.25% Senior Notes, Series B, due 2008
(the "Notes due 2008"). The Notes due 2006 bear interest at the rate of
7.10% per annum payable semiannually, and the principal amount is payable in
annual installments of $12.1 million each commencing June 13, 2000 with a
final payment of $12.1 million due on June 13, 2006. If there is a default,
the interest rate will be the greater of (i) 9.10 % or (ii) 2% above the
prime interest rate. The Notes due 2008 bear interest at the rate of 7.25%
per annum payable semiannually, and the principal amount is payable in annual
installments of $15.0 million each commencing June 13, 2004 with a final
payment of $15.0 million due on June 13, 2008. If there is a default, the
interest rate will be the greater of (i) 9.25 % or (ii) 2% above the prime
interest rate. The Notes due 2006 and the Notes due 2008 are unsecured and
are subject to various restrictive covenants, including without limitation,
requirements for the maintenance of specified financial ratios and levels of
consolidated net worth and certain other provisions limiting the incurrence
of additional debt and sale and leaseback transactions under the terms of the
Note Purchase Agreement.
Shares acquired pursuant to the tender offer described above will be
financed with proceeds from the private placements discussed above and the
remaining net proceeds from the private placements will be used for general
corporate purposes.
Camping Gaz is the leading manufacturer and distributor of camping
appliances in Europe. Camping Gaz had revenues of approximately $198.6
million for its fiscal year ended December 31, 1995.
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COLEMAN HOLDINGS INC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Coleman Holdings Inc. has determined that it is impracticable to
provide the required historical financial information with respect to
the acquisition of the ADG business reported in this Current Report.
Coleman Holdings Inc. will file the required historical information
under cover of an amended Form 8-K/A as soon as practicable, but in no
event later than August 28, 1996.
(b) PRO FORMA FINANCIAL INFORMATION
Coleman Holdings Inc. has determined that it is impracticable to
provide the required pro forma financial information with respect to
the acquisition of the ADG business reported in this Current Report.
Coleman Holdings Inc. will file the required pro forma information
under cover of an amended Form 8-K/A as soon as practicable, but in no
event later than August 28, 1996.
(c) EXHIBITS
EXHIBIT INDEX DESCRIPTION
4.1 Note Purchase Agreement dated as of May 1, 1996 among the Company
and the Purchasers party thereto (incorporated by reference to
Exhibit 4.1 to the Coleman's Current Report on Form 8-K dated
June 28, 1996).
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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: June 28, 1996 By: /s/ George Mileusnic
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George Mileusnic
Executive Vice President and Chief Financial
Officer
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