-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjyN9DfIvrRWw4bEQFa8OMZlQPKaWyTSgr96sDXqgQOa9OckpWVojJD+YvKjQyfD en1hjUyVBVzJ9c4cEGAEww== 0000950172-97-000615.txt : 19970626 0000950172-97-000615.hdr.sgml : 19970626 ACCESSION NUMBER: 0000950172-97-000615 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970625 SROS: NONE GROUP MEMBERS: CHEER ACQUISITION CORP. GROUP MEMBERS: RIDDELL SPORTS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY SPIRIT CORPORATION CENTRAL INDEX KEY: 0000881887 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 621169661 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43913 FILM NUMBER: 97629675 BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STREET 2: SUITE 1 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013874300 MAIL ADDRESS: STREET 1: PO BOX 341609 CITY: MEMPHIS STATE: TN ZIP: 38184-1609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY SPIRIT CORPORATION CENTRAL INDEX KEY: 0000881887 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 621169661 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43913 FILM NUMBER: 97629676 BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STREET 2: SUITE 1 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013874300 MAIL ADDRESS: STREET 1: PO BOX 341609 CITY: MEMPHIS STATE: TN ZIP: 38184-1609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIDDELL SPORTS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 900 3RD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128264300 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIDDELL SPORTS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 900 3RD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128264300 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 14D1/A 1 SCHEDULE 14D1-AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 5 (FINAL AMENDMENT) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 AND SCHEDULE 13D AMENDMENT NO. 5 Under the Securities Exchange Act of 1934 _______________ Varsity Spirit Corporation (Name of Subject Company) Riddell Sports Inc. Cheer Acquisition Corp. (Bidders) _______________ Common Stock, par value $.01 per share (Title of Class of Securities) _______________ 922294 10 3 (CUSIP Number of Class of Securities) _______________ LISA MARRONI, ESQ. COPY TO: GENERAL COUNSEL SHELDON S. ADLER, ESQ. RIDDELL SPORTS INC. SKADDEN, ARPS, SLATE, MEAGHER 900 THIRD AVENUE & FLOM LLP NEW YORK, NEW YORK 10022 919 THIRD AVENUE (212) 826-4300 NEW YORK, NEW YORK 10022 (212) 735-3000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) CUSIP No. 922294 10 3 --------------------------------------------------------- 1 NAME OF REPORTING PERSON: CHEER ACQUISITION CORP. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( ) (b)( ) --------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS: OO --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ( ) --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF TENNESSEE --------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,511,415 --------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 98.6% --------------------------------------------------------- 10 TYPE OF REPORTING PERSON: CO --------------------------------------------------------- CUSIP No. 922294 10 3 --------------------------------------------------------- 1 NAME OF REPORTING PERSON: RIDDELL SPORTS INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 22-2890400 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( ) (b)( ) --------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS: OO --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ( ) --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF TENNESSEE --------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,511,415 --------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 98.6% --------------------------------------------------------- 10 TYPE OF REPORTING PERSON: CO --------------------------------------------------------- Riddell Sports Inc., a Delaware corporation ("Parent"), and Cheer Acquisition Corp., a wholly owned subsidiary of Parent and a Tennessee corporation (the "Purchaser"), hereby amend and supplement (i) their Tender Offer Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on May 12, 1997 with respect to the Purchaser's offer to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Varsity Spirit Corporation, a Tennessee corporation (the "Company"), at a price of $18.90 per Share, net to the seller in cash, without interest thereon and (ii) their Statement on Schedule 13D filed with the Commission on May 12, 1997. This amendment constitutes the final amendment with respect to the Schedule 14D-1. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6(a)-(b) of the Schedule 14D-1 is hereby amended and supplemented by the following information: Purchaser has completed payment for the remaining Shares tendered pursuant to the Offer that were subject to guarantees of delivery. As a consequence of the purchase of Shares pursuant to the Offer, Parent and the Purchaser beneficially own 4,511,415 Shares, which represent approximately 98.6% of the Shares outstanding. ITEM 10. ADDITIONAL INFORMATION. On June 25, 1997, Parent and the Company mailed a letter (which included a duplicate copy of the Offer to Purchase) to the remaining shareholders of the Company in order to comply with certain notice requirements of the Tennessee Business Corporation Act. A copy of the letter is filed herewith as exhibit (a)(11) and is incorporated herein by reference. As previously announced, all Shares not tendered and purchased in the Offer will be acquired in the Merger at the same $18.90 per Share price. The Merger is currently expected to occur on or about July 25, 1997. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Form of letter sent to remaining shareholders of the Company. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 25, 1997 CHEER ACQUISITION CORP. By: /s/ David Groelinger ----------------------- Name: David Groelinger Title: Vice President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 25, 1997 RIDDELL SPORTS INC. By: /s/ David Groelinger ----------------------- Name: David Groelinger Title: Chief Financial Officer EXHIBIT INDEX (a)(11) Form of letter sent to remaining shareholders of the Company. EX-99 2 EXHIBIT (A)(11) - FORM OF LETTER [RIDDELL LOGO] [VARSITY LOGO] To the Holders of Common Stock of Varsity Spirit Corporation: On June 19, 1997, Cheer Acquisition Corp. ("Cheer Acquisition"), a wholly-owned subsidiary of Riddell Sports Inc. ("Riddell"), completed its cash tender offer for all outstanding shares of common stock of Varsity Spirit Corporation ("Varsity") at a price of $18.90 per share. A total of 4,511,415 Varsity shares, or approximately 98.6% of Varsity's presently outstanding shares, were purchased pursuant to the offer. As you may know, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 5, 1997, by and among Riddell, Cheer Acquisition and Varsity, all shares of Varsity common stock not tendered and purchased in the offer will be acquired in a subsequent second-step merger transaction (the "Merger") at the same $18.90 per share price. The Merger is currently expected to occur on or about July 25, 1997. Because Cheer Acquisition owns more than 90% of the outstanding shares, under the Tennessee Business Corporation Act (the "TBCA") no vote is required by the shareholders of Varsity for the Merger to become effective. As a result of the Merger, Varsity will become a wholly-owned subsidiary of Riddell. Pursuant to the terms of the Agreement and Plan of Merger, each Varsity share outstanding immediately prior to the effective time of the Merger not owned by Cheer Acquisition will be converted into the right to receive $18.90 per share in cash, without interest. A copy of the Offer to Purchase, which includes information about the Merger, is enclosed herewith. In accordance with the requirements of Section 48-21-105 of the TBCA, a copy of the Agreement and Plan of Merger is enclosed herewith as Annex I to the Offer to Purchase. A holder of Varsity shares may have dissenters' rights in connection with the Merger. If such dissenters' rights are available, shareholders may receive the fair value of their shares as determined by a court of law upon compliance with Sections 48-23-101 through 48-23-302 of the TBCA. The value of the shares so determined could be more or less than the $18.90 per share to be received in the Merger. Such dissenters' rights are described on pages 31 and 32 of the Offer to Purchase. In addition, a copy of TBCA Section 48-23-102 is included as Annex VII to the Offer to Purchase. In view of the complexities of TBCA Sections 48-23-101 through 48-23-302, shareholders who are considering pursuing their dissenters' rights, if any, may wish to consult with legal counsel. We anticipate that Union Planters will be designated as paying agent (the "Paying Agent") to process the surrender of share certificates for cash pursuant to the Merger. Following the consummation of the Merger, former Varsity shareholders will be sent a letter of transmittal for use in surrendering certificates representing these shares so as to receive the $18.90 per share Merger consideration. Accordingly, please do not send the Paying Agent your Varsity shares until you receive the Letter of Transmittal. Thank you for your support. Very truly yours, /s/ David Mauer /s/ Jeffrey Webb David Mauer Jeffrey Webb -----END PRIVACY-ENHANCED MESSAGE-----