8-K

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

Date of Report (Date of earliest event reported):  April 24, 2003

COASTCAST CORPORATION

(Exact name of registrant as specified in its charter)

California	001-12676	95-3454926
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3025 E. Victoria Street Rancho Dominguez, California 90221
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:  (310) 638-0595
Exhibit Index on Page 5

Item 5. Other Events.

On April 24, 2003, Coastcast Corporation (the “Company”) issued a press release announcing that its board of directors voted (i) to establish a special committee of the board to consider whether it is in the Company’s best interests to remain an independent publicly-traded company and (ii) to amend the Company’s Rights Agreement to permit Hans H. Buehler, Chairman and CEO of the Company, to take certain preliminary actions in view of a potential acquisition of the Company.  Specifically, the amendment to the Company’s Rights Agreement allows Mr. Buehler to hold discussions, and take other actions for the purpose of formulating and submitting a bid, with Paul A. Novelly (a member of the Company’s board of directors) and the Novelly Exempt Trust (a trust established by Mr. Novelly), without triggering the rights established in the Rights Agreement.

A copy of the First Amendment to the Rights Agreement is filed as Exhibit 4.1 and incorporated herein by reference.

A copy of the press release is filed as Exhibit 99.01 and incorporated herein by reference.

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Item 7.  Exhibits.

Exhibit No.	Description
4.1	First Amendment to Rights Agreement dated the 24th day of April, 2003 by and between the Company and Mellon Investor Services LLC, as rights agent.
99.01	Press Release of Coastcast Corporation, dated April 24, 2003. (1)

(1)  Filed solely to satisfy Coastcast's disclosure obligations under Rule 100(a) of Regulation FD and shall not be deemed an admission as to the materiality of any information contained therein.

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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 hereunto duly authorized.

	COASTCAST CORPORATION
	(Registrant)
Date: April 25, 2003	By:	/s/ HANS H. BUEHLER
			Hans H. Buehler,
			Chief Executive Officer

4

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to Rights Agreement dated the 24th day of April, 2003 by and between the Company and Mellon Investor Services LLC, as rights agent.
99.01	Press Release of Coastcast Corporation, dated April 24, 2003.

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EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment (this “Amendment”) to the Rights Agreement, dated as of October 27, 2000 (the “Rights Agreement”), is made and entered into as of the 24th day of April, 2003 by and between COASTCAST CORPORATION, a California corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, as rights agent (the “Rights Agent”).

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has determined that it is in the best interests of the Company and its shareholders to amend the Rights Agreement to permit certain potential acquirers to take preliminary actions in view of a potential acquisition of the Common Stock of the Company without triggering a distribution of Rights within the terms of the Rights Agreement.

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent have agreed to amend the Rights Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto hereby agree as follows:

Section 1.               All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Rights Agreement, and all inconsistencies between this Amendment and the Rights Agreement shall be resolved in favor of this Amendment.

Section 2.               The definition of “Beneficial Owner” and “Beneficially Own” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own” any securities:

(i)            that such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 promulgated under the Exchange Act, in each case as in effect on the date hereof;

(ii)           that such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately, or only after the passage of time, compliance with regulatory requirements, the fulfillment of a condition or otherwise) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights (other than these Rights), rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, securities tendered pursuant to a tender offer or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange;

(iii)          that such Person or any such Person’s Affiliates or Associates has the right to vote, whether alone or in concert with others, pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security if the agreement, arrangement or understanding to vote such security (A) arises solely from a revocable proxy given to such Person or any of such Person’s Affiliates or Associates in response to a public proxy solicitation made pursuant to and in accordance with the applicable rules and regulations

promulgated under the Exchange Act, and (B) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report);

(iv)          that are Beneficially Owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (other than voting pursuant to a revocable proxy as described in the proviso to clause (iii) of this definition of “Beneficial Owner”) or disposing of any securities of the Company; and

(v)           that, on any day on or after the Distribution Date, evidence Rights that prior to such date were represented by certificates for Common Shares that such Person Beneficially Owns on such day.

Notwithstanding anything to the contrary in this Section l, (A) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition, and (B) none of the Persons listed on Exhibit A attached to this Amendment (which Exhibit may be amended from time to time after the date hereof with the approval of the Board of Directors of the Company (or a committee thereof given the authority to do so)) shall be deemed to be the Beneficial Owner of, or to Beneficially Own, any securities beneficially owned by any other Person listed thereon by reason of any agreement, arrangement or understanding among such Persons for the purpose of formulating and submitting a bid to acquire the Common Stock of the Company.”

Section 3.               The definition of “Person” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“Person” shall mean any individual, firm, partnership, corporation, association, trust, joint venture, limited liability company, unincorporated organization, group (as such term is used in Rule 13d-5 promulgated under the Exchange Act as in effect on the date hereof) or other entity, and shall include any successor (by merger or otherwise) of such entity; provided, however, that none of the Persons listed on Exhibit A attached to this Amendment (which Exhibit may be amended from time to time after the date hereof with the approval of the Board of Directors of the Company (or a committee thereof given the authority to do so)) nor any combination of such Persons shall be deemed to be a group or otherwise constitute a single Person by reason of any agreement, arrangement or understanding among such Persons for the purpose of formulating and submitting a bid to acquire the Common Stock of the Company.”

Section 4.               Except as amended hereby, the Rights Agreement shall remain in full force and effect.

Section 5.               This Amendment may be executed by facsimile and in two or more counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same document.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

		COASTCAST CORPORATION
Attest:
By:		By:
	Name:		Name:
	Title:		Title:
		MELLON INVESTOR SERVICES LLC
Attest:
By:		By:
	Name:		Name
	Title:		Title:

EXHIBIT A

TO

FIRST AMENDMENT TO RIGHTS AGREEMENT

Hans A. Buehler*

Vivian Buehler*

Golden Band, L.P.

Longview Enterprises, Inc.

The Buehler Living Trust

The Buehler Family Foundation

Paul A. Novelly*

The Novelly Exempt Trust U/I Dated August 12, 1992

*              Including any members of their immediate family and any trusts established for the benefit of such individuals (or their immediate family).

EX-99.01

Exhibit 99.01

For Immediate Release                                                                                                         Contact:  Hans H. Buehler, Chairman and CEO

(310) 638-0595

Coastcast to Consider Acquisition Alternatives

Rancho Dominguez, California (April 24, 2003)—Coastcast Corporation (OTCBB: COCA) reported that the Company’s board of directors voted today (1) to establish a special committee of the board to consider whether it is in the Company’s best interests to remain an independent publicly-traded company and (2) to amend the Company’s Rights Agreement to permit Hans H. Buehler, Chairman & CEO of the Company, to take certain preliminary actions in view of a potential acquisition of the Company.

The Company’s board of directors determined that in light of the Company’s de-listing from the New York Stock Exchange in September 2002, the resulting loss of many of the benefits of being a public company, and the increasing costs of being a public company, a special committee of the board should be established to review alternatives for the possible acquisition of its publicly-owned stock.

Mr. Buehler advised the board that, if the board determines that it is in the best interests of stockholders, he (perhaps together with others) would be interested in pursuing an acquisition of the Company.  The exact structure and pricing of such an acquisition would depend on numerous factors, but in response to board inquiries Mr. Buehler indicated that, based on preliminary considerations, he anticipated that the purchase price per share would be in the range $2.05 to $2.20.  The special committee of the board of directors will review any proposal by Mr. Buehler, as well as strategic alternatives to such a proposal, and recommend a response to the board of directors.  No written proposal was submitted at the meeting of the board of directors.

At the meeting, the board of directors also amended the Company’s Rights Agreement to allow Mr. Buehler to hold discussions, and take other actions for the purpose of formulating and submitting a bid, with Paul A. Novelly (a member of the Company’s board of directors) and the Novelly Exempt Trust (a trust established by Mr. Novelly), without triggering the rights established in the Rights Agreement.

Coastcast, a manufacturer of golf clubheads, produces metal woods, irons and putters in a variety of metals, including stainless steel and titanium.  Customers include Callaway, Cleveland, Ping and Titleist.  The Company also manufactures a variety of investment-cast orthopedic implants and surgical tools and other specialty products that are made to customers’ specifications.

Except for the historical information, other statements in this release are forward-looking statements, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to certain

risks and uncertainties which could cause actual results to differ materially, including, but not limited to, industry conditions, economic conditions, competitive factors, and pricing pressures, and shifts in market demand as well as other risks detailed in the company’s Securities and Exchange Commission filings.

Coastcast Corporation ~ 3025 East Victoria Street, Rancho Dominguez, CA 90221