SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 21, 1997 (May 6, 1997)
________________________________________________
Date of report (Date of earliest event reported)
Coleman Holdings Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-67058 13-3722380
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1767 Denver West Blvd., Golden, Colorado 80401
(Address of Principal Executive Offices) (Zip Code)
(303) 202-2400
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On May 20, 1997, Coleman Escrow Corp. ("Coleman
Escrow"), a newly formed parent holding company of
Coleman Holdings Inc. ("Coleman Holdings"), consummated
the previously announced offering of $600,475,000
aggregate principal amount at maturity of its Senior
Secured First Priority Discount Notes due 2001 and
$131,560,000 aggregate principal amount at maturity of
its Senior Secured Second Priority Discount Notes due
2001 (collectively, the "Notes"). As previously
announced, the net proceeds to Coleman Escrow from the
offering of the Notes of $455,256,605 will be contributed
(i) to Coleman Holdings to redeem its Senior Secured
Discount Notes due 1998 (the "Holdings Notes") on or
about July 15, 1997, and (ii) to Coleman Worldwide
Corporation ("Coleman Worldwide") to retire its Liquid
Yield OptionTM Notes due 2013 (the "LYONs"TM).
Attached as Exhibits 99.1 and 99.2 hereto and
incorporated herein by reference are the press releases,
dated May 6, 1997 and May 19, 1997, announcing (i) the
offering of the Notes, (ii) Coleman Holdings' intent to
redeem the Holdings Notes and (iii) Coleman Worldwide's
intent to retire the LYONs, including through an offer to
exchange the LYONs for cash of $341.61 per $1,000
principal amount at maturity of LYONs. The offering of
the Notes was not registered under the Securities Act of
1933, as amended, and the Notes may not be offered or
sold in the United States absent registration or an
applicable exemption from the registration requirements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated May 6, 1997.
99.2 Press Release, dated May 19, 1997.
SIGNATURES
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
hereunto duly authorized.
Dated: May 21, 1997 COLEMAN HOLDINGS INC.
By:/s/ LAURENCE WINOKER
Name: Laurence Winoker
Title: Chief Accounting
Officer
EXHIBIT INDEX
Exhibit No. Document
99.1 Press Release, dated May 6, 1997.
99.2 Press Release, dated May 19, 1997.
Exhibit 99.1
FOR IMMEDIATE RELEASE
COLEMAN HOLDINGS INC. AND COLEMAN WORLDWIDE CORPORATION
ANNOUNCE INTENT TO REDEEM SENIOR SECURED NOTES DUE 1998
AND RETIRE LIQUID YIELD OPTIONTM NOTES DUE 2013
NEW YORK, NY - May 6, 1997 - Coleman Holdings
Inc. ("Coleman Holdings") and Coleman Worldwide
Corporation ("Coleman Worldwide") jointly announced today
that Coleman Holdings intends to redeem its Senior
Secured Discount Notes due 1998 (the "Holdings Notes") on
or about July 15, 1997, and that Coleman Worldwide
intends to retire its Liquid Yield OptionTM Notes due
2013 (the "LYONs"TM). Coleman Worldwide will make an
offer to pay cash for the LYONs in excess of the market
value of the shares of common stock of The Coleman
Company, Inc. for which the LYONs may be exchanged.
Coleman Worldwide expects to commence the offer as soon
as reasonably practicable during the second quarter and
to redeem any remaining LYONs on May 27, 1998.
Redemption of the Holdings Notes and retirement of the
LYONs will be made with the proceeds from the issuance of
debt securities (the "Notes") by a newly formed holding
company.
Coleman Holdings is a holding company whose
only significant asset is all of the capital stock of
Coleman Worldwide. Coleman Worldwide is a holding
company whose only significant asset is approximately 83%
of the shares of common stock of The Coleman Company,
Inc. The offering of the Notes will not be registered
under the Securities Act of 1933, as amended, and the
Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registered requirements.
Contact: Walter Montgomery
212/484-6721
TM Trademark of Merrill Lynch & Co., Inc.
Exhibit 99.2
FOR IMMEDIATE RELEASE
COLEMAN HOLDINGS INC. TO REDEEM SENIOR SECURED DISCOUNT
NOTES DUE 1998 AND COLEMAN WORLDWIDE CORPORATION TO
COMMENCE OFFER TO EXCHANGE FOR CASH LIQUID YIELD OPTIONTM
NOTES DUE 2013 WITH PROCEEDS OF OFFERING BY PARENT
NEW YORK, NY - May 19, 1997 - Coleman Holdings Inc.
and Coleman Worldwide Corporation jointly announced today
that a newly formed parent holding company will issue
Senior Secured Discount Notes due 2001 in a transaction
scheduled to close on May 20, 1997. The net proceeds of
the parent's notes, which are expected to be
approximately $455.3 million, will be used by Coleman
Holdings to redeem on or about July 15, 1997, its Senior
Secured Discount Notes due 1998, and Coleman Worldwide to
retire its Liquid Yield OptionTM Notes ("LYONs"TM) due
2013. Upon redemption of the Coleman Holdings Notes and
retirement of the LYONs, the parent's notes will be
secured by a pledge of the shares of The Coleman Company,
Inc. common stock owned by Coleman Worldwide.
Coleman Worldwide will commence an offer later this
week to exchange the LYONs for cash at $343.61 per $1,000
principal amount at maturity of LYONs. Each LYON is
currently exchangeable into Coleman common stock having a
value of $263.08 per $1,000 principal amount at maturity,
based on the May 16, 1997, New York Stock Exchange per
share closing price of Coleman common stock of $16-3/4.
Any LYONs remaining outstanding on May 27, 1998, will be
redeemed by Coleman Worldwide at their redemption price
of $343.61 per $1,000 principal amount at maturity.
Coleman Holdings is a holding company whose only
significant asset is all of the capital stock of Coleman
Worldwide. Coleman Worldwide is a holding company whose
only significant asset is approximately 83% of the
outstanding Coleman common stock.
The offering of the parent's notes is not being
registered under the Securities Act of 1933, as amended,
and such notes may not be offered or sold in the United
States absent registration or an applicable exemption
from the registration requirements. Documents relating
to the LYONs offer will be filed with the Securities and
Exchange Commission and delivered to LYONs holders
shortly.
* * * * *
Information in this Press Release includes forward
looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform
Act of 1995. Such statements include, without
limitation, the expectation that the Coleman Holdings
Notes and the LYONs will be redeemed and retired. All
such forward-looking statements involve risks and
uncertainties. In addition to factors that are described
in the SEC filings of Coleman Holdings and Coleman
Worldwide, the following factors could cause actual
results to differ materially from those expressed in the
forward-looking statements: difficulties or delays in
consummating the sale of the parent's notes, the proceeds
from which will be used to redeem the Coleman Holdings
Notes and retire the LYONs, as well as other difficulties
in effecting such redemption and retirements.
* * * * *
Contact: James T. Conroy
212-572-5980
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TM Trademark of Merrill Lynch & Co., Inc.
