<PAGE>

                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934
For the quarterly period ended    MARCH 31, 1997
                                  --------------

                                        or

[ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934
For the transition period from                     to

Commission File Number: 33-67058
                       ----------

                              COLEMAN HOLDINGS INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)


              DELAWARE                                 13-3722380
  -------------------------------                  -------------------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)


1767 DENVER WEST BLVD.,  GOLDEN, COLORADO                 80401
-----------------------------------------               ----------
(Address of principal executive offices)                (Zip Code)


                                   303-202-2400
               ----------------------------------------------------
               (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days.   X  Yes     No
                                   ---     ---

The number of shares outstanding of the registrant's par value $1.00 common
stock was 1,000 shares as of May 5, 1997, all of which were held by an indirect
wholly-owned subsidiary of Mafco Holdings Inc.




                            Exhibit Index on Page 13.


<PAGE>


                              COLEMAN HOLDINGS INC.


                                      INDEX



                         PART I.  FINANCIAL INFORMATION


                                                                        Page
                                                                        ----
Item 1.  Condensed Consolidated Financial Statements:

    Condensed Consolidated Statements of Operations
      Three months ended March 31, 1997 and 1996                         3

    Condensed Consolidated Balance Sheets
      March 31, 1997 and December 31, 1996                               4

    Condensed Consolidated Statements of Cash Flows
      Three months ended March 31, 1997 and 1996                         5

    Notes to Condensed Consolidated Financial Statements                 6

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                     8


                           PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings                                              13

Item 6.  Exhibits and Reports on Form 8-K                               13

         Signatures                                                     14




                                       2

<PAGE>

                     COLEMAN HOLDINGS INC. AND SUBSIDIARIES

              ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (In thousands)
                                  (Unaudited)


                                                             Three Months
                                                            Ended March 31,
                                                        -----------------------
                                                          1997           1996
                                                        --------       --------

Net revenues                                            $295,464       $273,560
Cost of sales                                            214,422        192,594
                                                        --------       --------
Gross profit                                              81,042         80,966
Selling, general and administrative expenses              65,952         46,800
Interest expense, net                                     20,414         16,960
Amortization of goodwill and deferred charges              3,322          2,704
Other expense (income), net                                  271         (2,721)
                                                        --------       --------
(Loss) earnings before income taxes, minority interest
     and extraordinary item                               (8,917)        17,223
Income tax (benefit) expense                              (3,190)         6,508
Minority interest in earnings of Camping Gaz                 112            -- 
Minority interest in earnings of Coleman                     120          2,535
                                                        --------       --------
(Loss) earnings before extraordinary item                 (5,959)         8,180
Extraordinary loss on early extinguishment
    of debt, net of income tax benefit                       --            (582)
                                                        --------       --------
Net (loss) earnings                                      $(5,959)        $7,598
                                                        --------       --------
                                                        --------       --------






           See Notes to Condensed Consolidated Financial Statements



                                       3

<PAGE>

                        COLEMAN HOLDINGS INC. AND SUBSIDIARIES

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (In thousands)
                                     (Unaudited)

                                                    March 31,     December 31,
                                                       1997           1996
                                                    ----------     ----------
        ASSETS
Current assets:
    Cash and cash equivalents                          $12,866        $17,299
    Accounts and notes receivable, less allowance
     of $9,934 in 1997 and $11,512 in 1996             271,617        209,942
    Inventories                                        288,166        287,502
    Deferred tax assets                                 39,895         40,466
    Prepaid assets and other                            16,654         14,943
                                                    ----------     ----------
        Total current assets                           629,198        570,152
Property, plant and equipment, net                     194,739        199,182
Intangible assets related to businesses
  acquired, net                                        341,907        349,761
Note receivable - affiliate                             47,739         54,739
Deferred tax assets and other                           41,348         34,441
                                                    ----------     ----------
                                                    $1,254,931     $1,208,275
                                                    ----------     ----------
                                                    ----------     ----------
    LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
    Accounts and notes payable                        $194,462       $132,841
    Other current liabilities                          115,971        113,787
                                                    ----------     ----------
        Total current liabilities                      310,433        246,628

Long-term debt                                         994,664        999,794
Income taxes payable - affiliate                        16,681         18,528
Other liabilities                                       75,711         76,173
Minority interest                                       44,598         45,088

Contingencies

Stockholder's deficit:
    Common stock                                             1              1
    Capital deficiency                                (130,576)      (132,674)
    Accumulated deficit                                (53,842)       (47,883)
    Currency translation adjustment                     (2,364)         2,856
    Minimum pension liability adjustment                  (375)          (236)
                                                    ----------     ----------
        Total stockholder's deficit                   (187,156)      (177,936)
                                                    ----------     ----------
                                                    $1,254,931     $1,208,275
                                                    ----------     ----------
                                                    ----------     ----------

          See Notes to Condensed Consolidated Financial Statements

                                     4

<PAGE>

                        COLEMAN HOLDINGS INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)
                                     (Unaudited)


<TABLE>
<CAPTION>
                                                                    Three Months
                                                                   Ended March 31,
                                                                 --------------------
                                                                   1997         1996
                                                                 --------    ---------
<S>                                                              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings                                              $ (5,959)   $   7,598
                                                                 --------    ---------
Adjustments to reconcile net (loss) earnings to net cash flows 
  from operating activities:
    Depreciation and amortization                                  10,047        8,045
    Non-cash tax sharing agreement (benefit) provision             (4,262)       3,498
    Minority interest in earnings of Coleman                          120        2,535 
    Minority interest in earnings of Camping Gaz                      112           -- 
    Interest accretion                                              9,702        8,880  
    Non-cash gain on LYONs conversion                                  --       (2,751) 
    Extraordinary loss on early extinguishment of debt                 --          986 
    Change in assets and liabilities:
      Increase in receivables                                     (67,454)     (84,659)
      Increase in inventories                                      (5,258)     (28,420)
      Increase in accounts payable                                 18,655        8,741
      Other, net                                                   (3,824)     (17,297)
                                                                 --------    ---------
                                                                  (42,162)    (100,442)
                                                                 --------    ---------
Net cash used by operating activities                             (48,121)     (92,844)
                                                                 --------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                               (6,313)      (6,866)
Purchases of businesses, net of cash acquired                          --      (60,132)
Decrease in note receivable - affiliate                             7,000           --
Proceeds from sale of fixed assets                                  2,126          186
                                                                 --------    ---------
Net cash provided by (used by) investing activities                 2,813      (66,812)
                                                                 --------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments of) proceeds from revolving credit 
  agreement borrowings                                             (8,959)     125,713
Net change in short-term borrowings                                48,996       29,611
Repayment of long-term debt                                           (64)        (172)
Debt issuance and refinancing costs                                  (718)          -- 
Purchases of Company common stock                                      --       (2,329)
Proceeds from stock options exercised                                 197          967
Contributions from (distributions to) parent                           82          (12)
                                                                 --------    ---------
Net cash provided by financing activities                          39,534      153,778
                                                                 --------    ---------
Effect of exchange rate changes on cash                             1,341          629
                                                                 --------    ---------
Net decrease in cash and cash equivalents                          (4,433)      (5,249)
Cash and cash equivalents at beginning of the period               17,299       12,065
                                                                 --------    ---------
Cash and cash equivalents at end of the period                   $ 12,866    $   6,816
                                                                 --------    ---------
                                                                 --------    ---------
</TABLE>

                   See Notes to Condensed Consolidated Financial Statements


                                       5

<PAGE>

                      COLEMAN HOLDINGS INC. AND SUBSIDIARIES

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (In thousands, except share data)
                                   (Unaudited)

1.  BASIS OF FINANCIAL STATEMENT PRESENTATION

    Coleman Holdings Inc. ("Coleman Holdings") is a holding company formed in
July 1993 in connection with the offering of Senior Secured Discount Notes due
1998 (the "Holdings Notes") to hold all of the outstanding shares of capital
stock of Coleman Worldwide Corporation ("Coleman Worldwide").  Coleman Worldwide
is a holding company formed in March 1993 in connection with the offering of
Liquid Yield Option-TM- Notes due 2013 (the "LYONs"-TM-).  Coleman Worldwide 
also holds 44,067,520 shares of the common stock of The Coleman Company, Inc.
("Coleman" or the "Company") which represents approximately 83% of the
outstanding Coleman common stock as of March 31, 1997.  Coleman Holdings and
Coleman Worldwide are holding companies with no business operations or source of
income of their own.

    The accompanying unaudited condensed consolidated financial statements of
Coleman Holdings include the accounts of Coleman Holdings, Coleman Worldwide,
and Coleman and its subsidiaries after elimination of all material intercompany
accounts and transactions, and have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the three months ended March 31, 1997 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997. The
balance sheet at December 31, 1996 has been derived from the audited financial
statements for that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the Coleman Holdings'
annual report on Form 10-K for the year ended December 31, 1996.

2.  INVENTORIES

    The components of inventories consist of the following:

                                              March 31,     December 31,
                                                 1997          1996
                                              ---------     ------------
    Raw material and supplies                 $ 83,710       $ 82,399
    Work-in-process                             16,036         12,878
    Finished goods                             188,420        192,225
                                              --------       --------
                                              $288,166       $287,502
                                              --------       --------
                                              --------       --------

3.  OTHER CHARGES

    During the three months ended March 31, 1997, the Company recorded
certain other charges totaling $2,435, net of tax, primarily related to
severance costs associated with recent executive changes.

4.  RELATED PARTY TRANSACTIONS

    During the three months ended March 31, 1997, the Company agreed to
purchase an inactive subsidiary from an affiliate for $1,000.  The Company
expects to realize certain foreign tax benefits from this transaction in future
years.  The Company has accounted for this transaction in a manner similar to a
pooling-of-interests 


                                       6

<PAGE>

due to the Mafco Holdings Inc. common control over each of the parties 
involved in the transaction.  The $2,608 excess value of tax benefits 
acquired over the purchase price has been accounted for as a capital 
contribution.

    On March 31, 1997, MacAndrews & Forbes Holdings Inc., an indirect
parent, assumed a liability of Coleman Worldwide in the amount of $2,271.  The
assumption was accounted for as a capital contribution.

5.  SUBSEQUENT EVENTS

    In April 1997, the Company announced its intentions to (i) close its
corporate headquarters in Golden, Colorado, (ii) close its Geneva, Switzerland
international headquarters, (iii) reduce the Company's workforce by
approximately 10% and (iv) close or relocate three domestic factories and close
one international factory.  Most of the costs associated with these actions 
will be reflected in the results of operations for the quarter ended June 30, 
1997.

    On May 6, 1997, Coleman Worldwide and Coleman Holdings jointly announced 
that Coleman Holdings intends to redeem the Holdings Notes on or about July 
15, 1997, and that Coleman Worldwide intends to retire the LYONs.  Coleman 
Worldwide will make an offer to pay cash for the LYONs in excess of the 
market value of the shares of the Company's common stock for which the LYONs 
may be exchanged.  Coleman Worldwide expects to commence the offer as soon as 
reasonably practicable 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.  Upon the redemption of the Holdings Notes and 
retirement of the LYONs, the Notes are expected to be secured by the 
shares of the Company's common stock owned by Coleman Worldwide. 














                                       7

<PAGE>

                     COLEMAN HOLDINGS INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     Coleman Holdings and Coleman Worldwide are holding companies with no
business operations or source of income of their own.  Accordingly, except as
otherwise indicated, the following discussion relates to the results of
operations of the Company.

     As part of its strategy to improve its business processes, the Company has
announced several restructuring initiatives designed to reduce costs and 
improve profitability and competitiveness.  In March 1997, the Company
announced that it would close its executive offices in Golden, Colorado, with
most of its administrative functions expected to return to its Wichita, Kansas
facility.  In April 1997, the Company announced its intention to (i) eliminate
700 employees, which represent approximately 10% of its current work force, (ii)
close or relocate three domestic factories and close one international factory,
(iii) close its Geneva, Switzerland international headquarters, (iv) rationalize
its product lines, including a significant reduction in SKUs, and (v) sell its
pressure washer business.  In addition, the Company may sell other non-strategic
businesses if suitable opportunities arise.  The Company has already begun to
implement its new restructuring plan.  The Company has announced plans to close
its Hastings, Nebraska factory which was used in the manufacturing of portable
power generators and pressure washers.  The Company expects to incur certain
restructuring and other charges in connection with these initiatives during
1997.  The Company recorded other charges of approximately $2.4 million, net of
taxes, for the first quarter of 1997 and expects to record a significantly
greater amount of restructuring and other charges for the second quarter of
1997.  There can be no assurance as to the amount of the restructuring and other
charges to be recorded in the second quarter of 1997 or that restructuring and
other charges will not be recorded in subsequent periods.

THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
1996

    Net revenues of $295.5 million in 1997 were $21.9 million or 8.0% greater
than in 1996 with outdoor recreation products increasing $29.2 million or 15.5%
and hardware products decreasing $7.3 million or 8.6%.  Geographically, United
States and Canadian revenues decreased 7.9% while international revenues
increased 60.6%.
   
    Outdoor recreation products revenues increased $29.2 million or 15.5%.  The
sales increase includes the effects of Camping Gaz, a business acquired in
March 1996.  Excluding the estimated effects of the Camping Gaz acquisition and
the strengthening of the US dollar, sales decreased approximately 3.9%
reflecting the Company's initiatives to reduce its dependence on promotional
programs.  Hardware products revenues decreased $7.3 million or 8.6% due to 
the decline in pressure washer sales, a result of the Company's decision to 
exit the electric pressure washer business.

    Gross margins decreased as a percent of sales by 2.2 percentage points from
29.6% in 1996.  The decrease is driven by the effect of lower production levels
and to a lesser extent increased resin costs associated with the Company's
plastics business.  The closing or relocating of three domestic factories and
the closing of one international factory as part of the Company's restructuring
initiatives is intended to reduce manufacturing costs in the latter part of
1997.

    Selling, general and administrative ("SG&A") expenses were $65.9 million in
1997 compared to $46.7 million in 1996, an increase of 40.9%. The increase in
SG&A expenses reflects SG&A expenses associated with the Camping Gaz acquisition
and severance costs associated with recent executive changes.


                                       8

<PAGE>


                     COLEMAN HOLDINGS INC. AND SUBSIDIARIES


    Interest expense was $10.7 million in 1997 compared with $8.1 million in
1996, an increase of $2.6 million. This increase was primarily the result of
higher borrowings to fund the Camping Gaz acquisition and to a lesser extent
higher interest rates.  On an unconsolidated basis, Coleman Worldwide had $3.2
million of interest expense in 1997 compared with $3.0 million in 1996, an
increase of $0.2 million.  This increase is a result of the effects of
compounding interest related to the LYONs.  In addition, Coleman Holdings, on an
unconsolidated basis, had $6.5 million of interest expense in 1997 compared with
$5.9 million in 1996, an increase of $0.6 million. This increase is a result of
the effects of compounding interest related to the Holdings Notes.

    During the three months ended March 31, 1996, holders of LYONs with a
principal amount at maturity of $9.4 million elected to exchange such LYONs
pursuant to the terms of the LYONs indenture.  In connection with these
exchanges, Coleman Worldwide delivered 74,107 shares of Coleman Common Stock
that Coleman Worldwide owned to the holders of such LYONs.  Coleman Worldwide
recognized a gain of $2.7 million in connection with these exchanges which is
reflected in other income.  Coleman Worldwide also recognized an extraordinary
loss on early extinguishment of debt as a result of the LYONs exchange in an
amount of $1.0 million ($0.6 million after tax).  This extraordinary loss
represents (i) the excess fair value of the property delivered by Coleman
Worldwide to the holders of the LYONs which were exchanged over the accreted
value of the LYONs obligations at the time of the exchange, along with (ii) a
pro-rata portion of the related unamortized financing costs associated with the
LYONs issuance.

    Minority interest in earnings of Camping Gaz represents the interest of
minority shareholders in certain subsidiary operations of Camping Gaz.  Minority
interest in the earnings of Coleman represents the minority shareholders'
proportionate share of the results of operations of Coleman, which is reflected
on Coleman Holdings' consolidated financial statements because of Coleman
Holdings' approximate 83% ownership of Coleman's common stock.

    The Company recorded a provision for income tax expense of $0.5 million or
38.6% of pre-tax earnings in 1997 compared to a provision for income tax expense
of $8.8 million or 37.0% of pre-tax earnings in 1996.  On an unconsolidated
basis, Coleman Worldwide recorded an income tax benefit of $1.3 million in 1997
and $0.1 million in 1996, or approximately 38% of Coleman Worldwide's
unconsolidated pre-tax loss in each period.  In addition, Coleman Holdings on an
unconsolidated basis, recorded a provision for income tax benefit of $2.4
million in 1997 and $2.2 million in 1996, or approximately 35.0% of Coleman
Holdings' unconsolidated pre-tax loss in each period.

LIQUIDITY AND CAPITAL RESOURCES

    Coleman Holdings' operating activities used $48.1 million and $92.8 million
of cash during the three months ended March 31, 1997 and 1996.  During the 1997
period, receivables increased $67.5 million as a result of the seasonality of
the Company's sales and an increase in the overall level of the Company's sales.
Despite the seasonality of the business, inventories were approximately equal to
the levels at December 31, 1996 as a result of the Company's initiatives to
reduce inventory.

    Coleman Holdings' investing activities provided net cash of $2.8 million
and used cash of $66.8 million for the three months ended March 31, 1997 and
1996, respectively.  The Company's capital expenditures were $6.3 million in the
three months ended March 31, 1997 and Coleman Worldwide also had a reduction in
the net advances to Mafco Holdings Inc. under the Coleman Worldwide tax sharing
agreement and the terms of the LYONs trust indenture in the amount of $7.0
million during the three months ended March 31, 1997.  

    Coleman Holdings' net cash provided by financing activities for the three
months ended March 31, 1997 consisted primarily of an increase in short-term
borrowings to finance the seasonal increase in working capital.


                                       9

<PAGE>

                 COLEMAN HOLDINGS INC. AND SUBSIDIARIES

    The Company's working capital requirements are currently funded by cash
flow from operations and domestic and foreign bank lines of credit.
Availability under the Company's domestic revolving credit agreement, as amended
(the "Company Credit Agreement"), is reduced by any commercial paper borrowings
outstanding.  The Company Credit Agreement is available to the Company until
April 30, 2001.  At March 31, 1997, $135.1 million was available for borrowings
under the Company Credit Agreement.  However, debt instruments of Coleman
Worldwide and Coleman Holdings contain certain provisions that by their terms
restrict the Company's ability to, among other things, incur debt.  Accordingly,
to the extent that borrowings by the Company of amounts otherwise available
under the Company Credit Agreement exceed the level of borrowings permitted by
such holding company debt instruments, a default will result under such debt
instruments.

    The outstanding loans under the Company Credit Agreement bear interest at
either of the following rates, as selected by the Company from time to time:
(i) the higher of the agent's base lending rate or the federal funds rate plus
 .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a margin ranging
from .25% to 2.125% based on the Company's financial performance.  If there is a
default, the interest rate otherwise in effect will be increased by 2% per
annum.  The Company Credit Agreement also bears an overall facility fee ranging
from .15% to .375% based on the Company's financial performance.

    The Company Credit Agreement contains various restrictive covenants
including, without limitation, requirements for the maintenance of specified
financial ratios, levels of consolidated net worth and profits, and certain
other provisions limiting the incurrence of additional debt, purchase or
redemption of the Company's common stock, issuance of preferred stock of the
Company, and also prohibits the Company from paying any dividends until on or
after January 1, 1999, and limits the amount of dividends the Company may pay
thereafter. The Company Credit Agreement also provides for a specific
requirement relating to the Company's financial leverage at December 31, 1997,
which, if not achieved, will result in the Company Credit Agreement becoming
secured by the Company's assets.  For purposes of determining the Company's
compliance with certain of such covenants, the Company Credit Agreement
excludes up to $30.0 million of charges in connection with the Company's
restructuring initiatives.

    The Company's ability to meet its current cash operating requirements,
including projected capital expenditures, tax sharing payments and other
obligations is dependent upon a combination of cash flows from operations and
borrowings under the Company Credit Agreement.  The Company's ability to borrow
under the terms of the Company Credit Agreement is subject to the Company's
continuing requirement to meet the various restrictive covenants, including
without limitation, those described above.  If the Company fails to meet the
various restrictive covenants of the Company Credit Agreement, the Company will
need to renegotiate its current Company Credit Agreement, and/or enter into
alternative financing arrangements.  There is no assurance that the terms and
conditions of such agreements would be as favorable as those now contained in
the Company Credit Agreement.

    The Company periodically uses a variety of derivative financial instruments
to manage its foreign currency and interest rate exposures.  The Company does
not speculate on interest rates or foreign currency rates.  Instead it uses
derivatives when implementing its risk management strategies to reduce the
possible effects of these exposures.

    With respect to foreign currency exposures, the Company principally uses
forward and option contracts to reduce risks arising from firm commitments,
anticipated intercompany sales transactions and intercompany receivable and
payable balances.  The Company generally uses interest rate swaps and interest
rate caps to fix certain of its variable rate debt.  The Company manages credit
risk related to these derivative contracts through credit approvals, exposure
limits and other monitoring procedures.

    Coleman Worldwide is a holding company with no business operations or
source of income of its own, 

                                     10
<PAGE>

                 COLEMAN HOLDINGS INC. AND SUBSIDIARIES

and its ability to meet its obligations with respect to the LYONs and any 
other obligations is contingent upon distributions from the Company, including 
payments under the Company tax sharing agreement, capital contributions or 
loans from its direct and indirect parent companies, other borrowings and 
proceeds from the disposition of the common stock of Coleman owned by Coleman 
Worldwide.  As the holder of approximately 83% of the capital stock of the 
Company, Coleman Worldwide has the ability to cause the Company to make 
distributions up to the maximum amount permitted by law, subject to 
limitations in the debt instruments of the Company.  However, Coleman 
Worldwide currently expects that, for the foreseeable future, the net earnings 
and cash flow of the Company will be retained and used in the business of the 
Company and that Coleman Worldwide will not receive any distributions from the 
Company other than payments under the Company's tax sharing agreement. 
Furthermore, the terms of the Company Credit Agreement prohibits the Company 
from paying any dividends until on or after January 1, 1999 and limits the 
amount of dividends the Company may pay thereafter. The receipt by Coleman 
Worldwide of tax sharing payments from the Company will cease upon Coleman 
Worldwide's ownership interest in Coleman falling below 80%, but the Indenture 
does not require Coleman Worldwide to own more than a majority of the Coleman 
Common Stock.  Pursuant to the LYONs indenture agreement, at any time that the 
LYONs are outstanding, the amounts that Coleman Worldwide would be required to 
pay to Mafco under the Worldwide Tax Sharing Agreement, together with any 
remaining funds paid to Coleman Worldwide by the Company under the tax sharing 
agreement between Coleman Worldwide and the Company, may not be paid as tax 
sharing payments, but Coleman Worldwide may advance such funds to Mafco as 
long as the aggregate amount of such advances at any time does not exceed the 
issue price plus accrued OID of the LYONs.  Such advances are evidenced by 
noninterest bearing unsecured demand promissory notes from Mafco in the amount 
of $47.7 million at March 31, 1997.

    The Indenture governing the LYONs provides the holders of LYONs with the
option to require Coleman Worldwide to purchase the LYONs after the occurrence
of certain events ("Additional Purchase Right Events").  Additional Purchase
Right Events occur, among other things, upon the Company's Consolidated Debt
Ratio (as defined) exceeding 0.75 to 1.0 or the Consolidated Net Worth (as
defined) of Coleman Worldwide as of the end of any fiscal quarter being less
than a specified amount which is $60.0 million at March 31, 1997 and increases
to $70.0 million at June 30, 1997.

    On March 31, 1997, MacAndrews & Forbes Holdings Inc., an indirect parent,
assumed a liability of Coleman Worldwide in the amount of $2.3 million.  The
assumption was accounted for as a capital contribution.

    Coleman Holdings is a holding company with no business operations or source
of income of its own, and its ability to meet its obligations with respect to
the Holdings Notes and any other obligations is contingent upon distributions
from Coleman Worldwide, capital contributions or loans from its direct and
indirect parent companies and other borrowings.  As the indirect holder through
Coleman Worldwide of approximately 83% of the capital stock of the Company,
Coleman Holdings has the ability to cause the Company and Coleman Worldwide to
make distributions up to the maximum amount permitted by law, subject to
limitations in the debt instruments of the Company and Coleman Worldwide.
However, Coleman Holdings currently expects that, for the foreseeable future,
the net earnings and cash flow of the Company will be retained and used in the
business of the Company and that Coleman Holdings will not receive any
distributions from the Company or Coleman Worldwide.  Furthermore, the terms of
the Company Credit Agreement prohibits the Company from paying any dividends
until on or after January 1, 1999 and limits the amount of dividends the Company
may pay thereafter. In addition, the LYONs Indenture restricts Coleman
Worldwide's ability to pay dividends and make other payments to Coleman
Holdings.  Although Coleman Worldwide may receive payments from the Company
pursuant to the Company tax sharing agreement, Coleman Worldwide will not
distribute such payments to Coleman Holdings. In addition, the LYONs Indenture
requires that any such payments received from the Company be paid to Mafco
Holdings Inc. or retained by Coleman Worldwide (except under certain limited
circumstances which are unlikely to occur prior to the maturity of the Holdings
Notes).

                                     11
<PAGE>

                 COLEMAN HOLDINGS INC. AND SUBSIDIARIES

    The Indenture governing the Holdings Notes contains certain covenants that,
among other things, states that Coleman Holdings shall not permit the Company to
issue debt if after giving effect to such issuance the Company's Consolidated
Debt Ratio (as defined) exceeds 0.75 to 1.0.

    Substantially all of the shares of the Company's common stock owned by
Coleman Worldwide are pledged to secure the LYONs and the Holdings Notes.  
On May 6, 1997, Coleman Worldwide and Coleman Holdings jointly announced that 
Coleman Holdings intends to redeem the Holdings Notes on or about July 15, 1997,
and that Coleman Worldwide intends to retire the LYONs.  Coleman Worldwide will 
make an offer to pay cash for the LYONs in excess of the market value of the 
shares of the Company's common stock for which the LYONs may be exchanged.  
Coleman Worldwide expects to commence the offer as soon as reasonably 
practicable 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.  Upon the redemption of the Holdings Notes and retirement of the 
LYONs, the Notes are expected to be secured by the shares of the Company's 
common stock owned by Coleman Worldwide.

SEASONALITY

    The Company's sales generally are highest in the second quarter of the year
and lowest in the fourth quarter.  As a result of this seasonality, the Company
has generally incurred a loss in the fourth quarter.  The Company's sales may be
affected by weather conditions, especially during the second and third quarters
of the year.  The Company's annual results are generally dependent on its
results during the second quarter.  Furthermore, the Company has announced and
is in the process of implementing certain restructuring initiatives, which the
Company expects to have an impact on its results during the remainder of 1997.
There can be no assurance as to the Company's success in implementing such
initiatives or the results therefrom or as to any adverse impact of the
Company's restructuring initiatives.

FORWARD-LOOKING STATEMENTS

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements.  The forward-looking statements
contained in this Form 10-Q are subject to certain risks and uncertainties.
Actual results could differ materially from current expectations.  Among the
factors which could affect the Company's actual results and could cause results
to differ from those contained in the forward-looking statements contained
herein are (i) the success of the Company's restructuring programs, (ii)
negative external factors like adverse weather in North America or other
regions, (iii) possible continued consumer spending decline in Japan, (iv) the
possibility the Company may be required to renegotiate its credit agreements,
and (v) difficulties or delays in executing the sale of the Notes, the proceeds
from which will be used to redeem the Holdings Notes and retire the LYONs, as
well as other difficulties in effecting such redemption and retirement.


                                     12
<PAGE>

                 COLEMAN HOLDINGS INC. AND SUBSIDIARIES

                             PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

    EXHIBIT INDEX       DESCRIPTION
    -------------       -----------
       10.1*+        Letter Agreement dated as of March 15, 1997 between the
                     Company and Frederick J. Fritz (incorporated by reference
                     to Exhibit 10.1 to The Coleman Company, Inc. Form 10-Q for
                     the period ended March 31, 1997).

       27+           Financial Data Schedule

    -------------
    * Management Contracts and Compensatory Plans
    + Filed herewith

    (b)   Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended March 31,
1997.

                                     13
<PAGE>

                 COLEMAN HOLDINGS INC. AND SUBSIDIARIES

                                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, thereunto duly authorized.



                                       COLEMAN HOLDINGS INC.
                                           (Registrant)


Date:    May 12, 1997                  By:  /s/ Irwin Engelman
      ------------------                  -----------------------------
                                          Irwin Engelman
                                          Executive Vice President
                                          and Chief Financial Officer

                                     14