-----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, BI3kCZL1BP+UJv+7S1Ftl0PRTgS9KOj5vigteKVWf4Xp3d36lw4GzrxCO1PmYt0t wMdL5lFii1hu5t4BAgSXtw== 0000950172-97-000600.txt : 19970620 0000950172-97-000600.hdr.sgml : 19970620 ACCESSION NUMBER: 0000950172-97-000600 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970619 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: 97626258 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: 97626259 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. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Amendment No. 4 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Amendment No. 4 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. General Counsel Riddell Sports Inc. 900 Third Avenue New York, New York 10022 (212) 826-4300 Copy to: Sheldon S. Adler, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue 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. 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 10. Additional Information. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On Thursday, June 19, 1997, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference, relating to the completion of the Offer by Purchaser. Parent and Purchaser announced their acceptance for purchase of all Shares validly tendered and not withdrawn under the Offer, including those Shares tendered by means of Notice of Guaranteed Delivery. A total of approximately 4,511,415 Shares (including 500 Shares which were subject to guarantees of delivery) were tendered pursuant to the Offer, which expired at 11:00 a.m., New York City time, on Thursday, June 19, 1997. The Shares tendered represent approximately 98.6% of the Company's outstanding Shares. Item 11. Material to be Filed as Exhibits. (a)(10) Press Release, dated June 19, 1997, issued by Riddell Sports Inc. 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 19, 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 19, 1997 RIDDELL SPORTS INC. By: /s/ David Groelinger Name: David Groelinger Title: Chief Financial Officer INDEX TO EXHIBITS Exhibit Sequentially No.: Description: Numbered Page: (a)(10) Press Release, dated June 19, 1997, issued by Riddell Sports Inc. EX-99 2 EXHIBIT (A)(10) - PRESS RELEASE Riddell Quality since 1929 RIDDELL SPORTS INC. - -------------------------------------------------------------------------- 900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK, 10022 (212) 826-4300 Fax (212) 826-5006 Contact: David Groelinger Chief Financial Officer RIDDELL SPORTS INC. COMPLETES TENDER OFFER FOR VARSITY SPIRIT CORPORATION New York, NY (June 19, 1997) -- Riddell Sports Inc. (NASDAQ: RIDL) announced today that a wholly-owned subsidiary of Riddell, Cheer Acquisition Corp., has completed its cash tender offer for all outstanding shares of common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) at a price of $18.90 per share. The offer was financed with the proceeds of the Company's Rule 144A placement of $115 million of its 10 1/2% Senior Notes due 2007. Riddell stated that, based upon a preliminary count, approximately 98.6% of Varsity's presently outstanding shares or a total of approximately 4,511,415 Varsity shares (including 500 shares which were subject to guarantees of delivery) had been tendered pursuant to the offer, which expired at 11:00 a.m., New York City time, on June 19, 1997 and that all such shares had been or will be purchased in accordance with the terms of the offer. As previously announced, all shares of Varsity common stock not tendered and purchased in the offer will be acquired in a subsequent second-step merger transaction at the same $18.90 per share price. The merger is currently expected to occur on or about July 25, 1997. Jeffrey Webb, Riddell's newly appointed Vice-Chairman and President and Chief Operating Officer of Varsity, stated, "Varsity's employees and I are excited about the merger with Riddell and look forward to working towards realization of the companies' many cross-selling and growth opportunities." David Mauer, President and Chief Executive Officer of Riddell, said, "This merger brings together the industry leaders in football and cheerleading. Together we have a direct sales force that is uniquely positioned to service the athletic, spirit and booster organiza- tions in over 40,000 schools. We appreciate the fine record of performance that Jeff and his team have delivered for many years and expect that by working together we can accelerate our growth." Riddell Sports Inc. sells sporting goods products and services for football and other sports. The Company is the world's leading manufacturer and reconditioner of football helmets and shoulder pads. The Company sell its sporting goods products (including mini-and full-size helmets made for display purposes for collectors) under the Riddell(R) and Pro-Edge(R) brands and provides reconditioning services under the Riddell/All-American name. The Company also licenses the Riddell(R) and MacGregor(R) trademarks for use on athletic footwear, leisure apparel and sports equipment. Varsity is the leading supplier of cheerleader and dance team uniforms and accessories to youth, junior high, high school and college markets; Varsity is also the largest operator of cheerleading and dance team camps in the U.S. # # # -----END PRIVACY-ENHANCED MESSAGE-----