-----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, Inly744IcZ66IncPV89vG1L0ORk8obgnIjgOr9nETXtjuds3jPY69a+I1+PNpDEr xExzpHwXk1lzTfOuHEPYfg== 0000950172-97-000633.txt : 19970703 0000950172-97-000633.hdr.sgml : 19970703 ACCESSION NUMBER: 0000950172-97-000633 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970702 SROS: NONE GROUP MEMBERS: BENEFIT PLAN GROUP MEMBERS: DAN COUGILL GROUP MEMBERS: DAVID MAUER GROUP MEMBERS: JEFFREY G. WEBB GROUP MEMBERS: JEMC CORP. GROUP MEMBERS: JOHN MCCONNAUGHY, JR. GROUP MEMBERS: LENNY CORP. GROUP MEMBERS: LEONARD TOBOROFF GROUP MEMBERS: LEONARD TOBOROFF, P.C. DEFINED GROUP MEMBERS: M.L.C. PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: QEN, INC. GROUP MEMBERS: R.E.R. CORP. GROUP MEMBERS: RIDDELL SPORTS INC GROUP MEMBERS: ROBERT HOLDINGS, INC. GROUP MEMBERS: ROBERT NEDERLANDER SUBJECT COMPANY: 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41770 FILM NUMBER: 97634933 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 13D/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 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) RIDDELL SPORTS INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 765670-10-4 (CUSIP Number) SHELDON S. ADLER, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP NEW YORK, NEW YORK 10022 (212) 735-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 26, 1997 (Date of Event which Requires Filing of this Statement) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX: ( ) 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS M.L.C. PARTNERS LIMITED PARTNERSHIP S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3507237 ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 43,750 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 830,281 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,281 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS ROBERT HOLDINGS, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-2991917 ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 830,281 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,281 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS QEN, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-2826611 ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 50,000 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 50,000 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS ROBERT NEDERLANDER S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 4,912,627 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,643,737 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,912,627 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS R.E.R. CORP. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-276-7825 ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 529,364 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,364 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS JOHN MCCONNAUGHY, JR. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 714,308 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 714,308 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS JEMC CORP. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 529,364 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,364 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS DAVID MAUER S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 361,525 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,525 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS DAN COUGILL S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 88,927 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,927 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS LENNY CORP. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3970019 ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 966,443 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 966,443 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 118,611 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,611 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS LEONARD TOBOROFF S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,342,003 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,342,003 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- 13D CUSIP NO. 765670-10-4 ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS JEFFREY G. WEBB S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 762,127 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 762,127 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- This Amendment No. 3 amends the Schedule 13D filed on February 15, 1994 and amended on August 9, 1995 and May 10, 1996 (the "Schedule 13D") by M.L.C. Partners Limited Partnership, a Delaware limited partnership ("MLC") and its three general partners, Robert Holdings, Inc., a Michigan corporation ("Robert Holdings"), Lenny Corp., a Delaware corporation ("Lenny Corp.") and Financial Trustees, Inc., a Florida corporation ("FTI"), and also, QEN, Inc., a Michigan corporation ("QEN"), Robert E. Nederlander ("Nederlander") and John McConnaughy, Jr. ("McConnaughy"), relating to the common stock (the "Common Stock"), par value $.01 per share (the "Shares"), of Riddell Sports Inc. (the "Company"). Item 2. Identity and Background. Item 2 is hereby amended and supplemented as follows: This Statement is being filed by MLC, its general partner, Robert Holdings, and also Lenny Corp, Leonard Toboroff, P.C., Defined Benefit Plan, a pension plan intended to be qualified pursuant to Section 401(a) of the Internal Revenue Code of 1986, as amended ("Benefit Plan"), JEMC Corp., a Delaware corporation ("JEMC"), QEN, R.E.R. Corp., a Michigan corporation ("RER"), Nederlander, McConnaughy, Leonard Toboroff ("Toboroff"), David Mauer ("Mauer"), Dan Cougill ("Cougill") and Jeffrey Webb ("Webb"). MLC, Robert Holdings, RER, Lenny Corp., Benefit Plan, JEMC, QEN, Nederlander, McConnaughy, Toboroff, Mauer and Cougill are hereinafter sometimes collectively referred to as the "Original Reporting Persons" and collectively with Webb, the "Reporting Persons." On June 26, 1997, Webb became a party to the Stockholders Agreement, dated as of August 14, 1995, by and among Robert Nederlander, as voting trustee (the "Voting Trustee") under the Voting Trust Agreement dated as of May 29, 1991, by and among the Company and all of the stockholders of the Company listed on Schedule A thereto (the "Voting Trust Agreement"), Lenny Corp., a Delaware corporation, Leonard Toboroff, P.C. Defined Benefit Plan ("Benefit Plan"), Toboroff, Mauer, Cougill, RER and JEMC, pursuant to an amendment, dated June 26, 1997 (the "Amendment"), by and among the Original Reporting Persons and Webb. A copy of the Amendment is attached hereto as Exhibit 20 and is incorporated herein by reference. The principal business of Webb is as Vice Chairman of the Company and also President and Chief Operating Officer of the Company's subsidiary, Varsity Spirit Corporation. His principal business address is c/o Riddell Sports Inc., 900 Third Avenue, New York, NY 10022. Webb is a United States citizen. The names, business address, present principal occupation or employment and address of any corporation or organization in which such employment is conducted, of the executive officers and directors and controlling stockholders of Robert Holdings, Lenny Corp., Benefit Plan, RER, JEMC and QEN are set forth on Schedule A, B, C, D, E and F, attached hereto, respectively. None of the Reporting Persons, and to the knowledge of the Reporting Persons, the persons set forth on Schedules A through F, attached hereto, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended as follows: This report in part reflects the vesting of 98,750 Shares underlying certain options granted to Messrs. Cougill, Mauer, McConnaughy, Nederlander and Toboroff pursuant to the Company's 1991 Stock Option Plan, more fully described in Item 4, which options are either exercisable currently and have not previously been reported on Schedule 13D or are exercisable within 60 days of this Amendment No. 3, and therefore are deemed beneficially owned by such persons in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended. The options were granted as incentive for the continued services of such persons as officers and/or directors of the Company and no funds were required in exchange for the grant of such options. This report also reflects the termination of beneficial ownership of each of Nederlander and Toboroff of 56,000 Shares and of Mr. McConnaughy of 15,000 Shares (127,000 Shares in the aggregate). These Shares were underlying certain options which have expired prior to exercise and therefore are no longer deemed beneficially owned by such persons. No consideration was involved with this change. As described more fully below, this report also relates to an increase in Nederlander's beneficial ownership by (i) 560,618 Shares resulting from the terms of the Amendment, which conveys voting control to Nederlander over additional Shares which are beneficially owned by Cougill, Mauer, McConnaughy and Toboroff and JEMC, Lenny Corp. and Benefit Plan and (ii) 762,127 Shares arising out of Webb's entering into the Amendment. The 560,618 Shares were previously reported on this Schedule 13D in Amendment No. 1 but were not deemed beneficially owned by Nederlander at that time because they were then specifically excluded from the voting restrictions in the Shareholders Agreement. No consideration was paid to effect this change. The report also reflects a change from Shared Dispositive Power over 666,667 Shares owned by Toboroff to Sole Dispositive Power over these Shares, as discussed below, resulting from the termination of the pledge of such Shares. No consideration was involved with this change. The shares of Common Stock beneficially owned by Webb were acquired (the "Purchase Transaction") from the Company for a purchase price of $4.50 per share, pursuant to the Stock Purchase Agreement, dated as of May 5, 1997, by and between Webb and the Company (the "Stock Purchase Agreement"), a copy of which is attached hereto as Exhibit 21, and is incorporated herein by reference. Webb's source of funds for this purchase was from personal funds, including funds obtained by Webb through the sale of Webb's shares of Varsity Spirit Corporation ("Varsity") to Cheer Acquisition Corp., a wholly-owned subsidiary of the Company ("Cheer Acquisition"), pursuant to Cheer Acquisition's recently completed tender offer for all of the outstanding shares of Varsity common stock at a price per share of $18.90. Item 4 Item 4 is hereby amended to provide as follows: This amendment to Schedule 13D is filed for the following reasons: Cougill, Mauer, McConnaughy, Nederlander and Toboroff are directors and/or officers of the Company who has received grants of stock options under the Company's 1991 Stock Option Plan. As listed below, some of these options have recently vested in accordance with their terms, and such persons are deemed to beneficially own the shares of Common Stock underlying such options. The options described below owned by McConnaughy, Nederlander and Toboroff were granted on June 27, 1996 and became exercisable June 27, 1997. The options owned by Cougill were granted September 28, 1995 and became exercisable September 28, 1996. The options owned by Mauer were granted on March 25, 1993 and July 16, 1996, and a portion of these options became exercisable in part on March 25, 1997 and the remainder will become exercisable on July 16, 1997. Accordingly, this Amendment No. 3 amends the Schedule 13D to include the beneficial ownership by certain of the Reporting Persons of the following number of shares of Common Stock underlying options currently exercisable and not previously reported on this Schedule 13D or exercisable within 60 days: Name Number of Shares Exercise price per Share ---- ---------------- ------------------------ Dan Cougill 3,750 $3.375 David Mauer 17,600 3.625 2,400 3.25 40,000 4.00 12,500 4.50 John McConnaughy 7,500 4.75 Robert Nederlander 7,500 4.75 Leonard Toboroff 7,500 4.75 In addition, each of Nederlander and Toboroff beneficially owned 41,000 Shares of Common Stock underlying stock options which expired on May 26, 1997 prior to exercise and each of McConnaughy, Nederlander and Toboroff beneficially owned 15,000 Shares underlying options which expired on September 23, 1996 prior to exercise. These shares are no longer deemed beneficially owned by such persons. This Schedule 13D is hereby amended to delete these shares from the beneficial ownership tables. On May 5, 1997 the Company entered into a Merger Agreement with Varsity. Mr. Webb was President and Chairman of Varsity at this time, and as part of this transaction agreed to purchase certain shares of the Company's Common Stock with the proceeds of the tender of his Varsity shares to the Company in a tender offer commenced by the Company in connection with the proposed merger of Varsity into Cheer (the "Merger"). As a result of this agreement, as indicated in Item 2, Mr. Webb acquired 762,167 shares of the Company Common Stock on June 26, 1997 and became a party to the Shareholders Agreement pursuant to the Amendment and, as such,is deemed to be a member of the group filing this Schedule which may be deemed to exercise control over the management and affairs of the Company. Prior to the Amendment, Messrs. Cougill, Mauer, McConnaughy, Nederlander and Toboroff and R.E.R. Corporation, JEMC, Benefit Plan, Lenny Corp. and Robert Holdings Corporation were not required to vote their interest in Shares underlying a Warrant to purchase an aggregate of 150,000 Shares in the same manner as Mr. Nederlander votes as Voting Trustee under the Voting Trust. However, the Amendment now requires these individuals and entities to vote all Shares owned by them in the same manner as Mr. Nederlander votes his shares as Voting Trustee under the Voting Trust and to vote their shares in favor of (i) Mr. Webb and a designee of Webb as directors of the Company and (ii) the Riddell Sports Inc. 1997 Stock Option Plan. As a result of the Amendment, therefore, Nederlander is now deemed to beneficially own 150,000 (100%) of the Shares underlying the Warrant; 43,750 of these Shares are owned by M.L.C. and 81,511 of these Shares are owned by Cougill, Mauer, McConnaughy, and Toboroff and JEMC, Benefit Plan and Lenny Corp., each of which have sole dispositive power with respect to the Shares underlying such person or entity's interest in the Warrant. Furthermore, Messrs. Cougill, Mauer, McConnaughy, and Toboroff and JEMC, Benefit Plan and Lenny Corp have shared voting power with respect to such Shares and no longer have sole voting power with respect to those Shares as reported in Amendment No. 1 and 2 to this Schedule 13D, which is amended to reflect this change. In addition, the pledge of 666,667 Shares by Mr. Toboroff to Bestin Virgin Islands Company pursuant to a Pledge Agreement dated as of August 10, 1995 has terminated and Mr. Toboroff now has sole dispositive power over these shares. This Schedule 13D is amended to reflect this change. Furthermore, pursuant to the Amendment, all of the Shares beneficially owned by Webb are subject to the Stockholders' Agreement. Pursuant to the Stockholders' Agreement and the Amendment each of the parties thereto agrees to vote such Shares as the voting trustee votes the Common Stock held pursuant to the Voting Trust and (i) in favor of Webb and a designee of Webb as directors of the Company and (ii) in favor of the Riddell Sports Inc. 1997 Stock Option Plan. Pursuant to the Amendment and the Employment Agreement, dated as of May 5, 1997, by and between Webb and the Company, a copy of which is attached hereto as Exhibit 22 and is incorporated by reference herein, Webb and a designee of Webb are entitled to be appointed to the Company's Board of Directors. As a result of the Purchase Transaction, the Reporting Persons beneficially own an aggregate of 4,912,627 Shares, representing 50.7% of the outstanding Common Stock. By virtue of the foregoing, the Reporting Persons may be deemed to exercise control over the management and affairs of the Company. The Reporting Persons intend to review their investment in the Company on a continuing basis and reserve the right to acquire additional shares of Common Stock in the open market or in privately negotiated transactions or otherwise, to maintain their holdings at current levels or to sell all or a portion of their holdings in the open market or in privately negotiated transactions or otherwise, subject, in Webb's case, to applicable federal securities law limitations on sales of restricted securities. Any such actions will depend upon, among others, the availability of shares of Common Stock for purchase at satisfactory price levels; the continuing evaluation of the Company's business, financial condition, operations and prospects; general market, economic and other conditions; the relative attractiveness of alternative business and investment opportunities; the availability of financing; the actions of the management and other future developments. Except as otherwise set forth above in this Item 4, the Reporting Persons have no present plans or prospects which relate to or would result in any of the actions described in parts (a) through (j) of Items 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Based on the most recent publicly available filing with the Securities and Exchange Commission and after giving effect to the sale of an aggregate of 762,127 Shares to Webb and certain other members of Varsity's senior management, there are 9,054,154 Shares of Common Stock issued and outstanding. MLC is the direct beneficial owner of 830,281 Shares (all of which are subject to the Voting Trust), representing 9.1% of the outstanding Shares of Common Stock. Robert Holdings may be deemed to beneficially own 830,281 Shares as it is the general partner of MLC. QEN beneficially owns 50,000 Shares, representing less than 1% of the currently issued and outstanding shares of Common Stock. RER beneficially owns 529,364 Shares, representing 5.8% of the currently issued and outstanding Shares of Common Stock. JEMC beneficially owns 529,364 Shares, representing 5.8% of the currently issued and outstanding Shares of Common Stock. McConnaughy beneficially owns, individually and as the sole stockholder of JEMC, 714,308 Shares (of which 147,444 are subject to the Voting Trust), representing 7.8% of the currently issued and outstanding Shares of Common Stock. Nederlander beneficially owns (i) individually and as controlling stockholder of Robert Holdings, RER and QEN, 1,643,737 Shares (of which 983,123 are subject to the Voting Trust) and (ii) an additional 3,268,890 Shares, as voting trustee under the Voting Trust and pursuant to the Stockholders' Agreement, (4,912,827 Shares in the aggregate), representing 50.7% of the currently issued and outstanding Shares of Common Stock. Lenny Corp. beneficially owns 966,443 Shares, representing 10.6% of the currently issued and outstanding Shares of Common Stock. Benefit Plan beneficially owns 118,611 Shares, representing 1.3% of the currently issued and outstanding Shares of Common Stock. Toboroff beneficially owns, individually, as sole stockholder of Lenny Corp and as beneficiary under the Benefit Plan, 1,304,503 Shares, representing 14.7% of the currently issued and outstanding Shares of Common Stock. Mauer beneficially owns 361,525 Shares, representing 3.9% of the currently issued and outstanding Shares of Common Stock. Cougill beneficially owns 88,927 Shares, representing 1% of the currently issued and outstanding Shares of Common Stock. Webb beneficially owns 762,127 Shares of Common Stock, representing 8.4% of the currently issued and outstanding shares of Common Stock, all of which are subject to the Stockholders' Agreement; Webb has sole dispositive power with respect to such Shares. (b) Nederlander, pursuant to the Voting Trust has sole power to vote all of the Shares owned by MLC (other than 43,750 Shares underlying a Warrant that are currently exercisable) and all of the Shares subject to the Voting Trust owned by Nederlander and McConnaughy (as set forth in Item 5(a) above). Pursuant to the Stockholders' Agreement and the Amendment, the Purchasers, Toboroff, Benefit Plan and Webb have agreed to vote those Shares beneficially owned by them, and not subject to the Voting Trust, as Nederlander, as the voting trustee under the Voting Trust, votes the Shares held pursuant to the Voting Trust and (i) in favor of Webb and a designee of Webb as directors of the Company and (ii) in favor of the Riddell Sports Inc. 1997 Stock Option Plan. As a result thereof, Nederlander has sole voting power of all of the Shares of Common Stock currently held by the Reporting Persons pursuant to the Stockholders' Agreement (4,912,627 Shares in the aggregate). Pursuant to the Stock Purchase Agreement, on June 26, 1997, Webb purchased 762,127 Shares of Common Stock at a price of $4.50 per Share from the Company. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 21 and is incorporated by reference herein. (c) On June 24, 1997 the Company granted options under its 1991 Stock Option Plan to Messrs. McConnaughy, Nederlander and Toboroff which vest fully June 24, 1998. On June 24, 1997 the Company also granted an option to acquire 20,000 shares and 50,000 shares of Common Stock to Messrs. Cougill and Mauer, respectively; these options vest 25% per year commencing June 24, 1998. The exercise price of these options is $5.44 per share. None of these option is deemed beneficially owned as of this date. Also in connection with the Merger, the Company entered into an Employment Agreement with Mr. Webb dated May 5, 1997 pursuant to which the Company agreed to grant to Mr. Webb (subject to the consummation of the Merger and certain other conditions) options to acquire a total of 50,000 Shares at an exercise price to be determined by formula and 347,760 shares of the Company's Common Stock at a per share exercise price of $3.80. The Merger has not yet become effective and none of these options is deemed beneficially owned by Webb on this date. Other than the transactions set forth above in this Item 5(c), no other transactions in Common Stock by the Reporting Persons were effected during the 60 days prior to the date of this Amendment No. 2 to the Schedule 13D. (d) None. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended as follows: The Amendment provides among other things, that during the term of the Employment Agreement, the parties to the Stockholders' Agreement shall vote (i) in favor of Webb and a designee of Webb as directors of the Company and (ii) in favor of the Riddell Sports Inc. 1997 Stock Option Plan. Item 7. Material to be Filed as Exhibits. The following are hereby filed as additional exhibits to the Schedule 13D: Exhibit 20 Amendment to Stockholders' Agreement, dated as of June 26, 1997, by and among the Purchasers, Toboroff, Benefit Plan (each, as defined therein), Robert Nederlander, as voting trustee, and Webb. Exhibit 21 Stock Purchase Agreement, dated as of May 5, 1997 by and between Webb and Riddell Sports Inc., previously filed with the Securities and Exchange Commission (the "Commission") by the Company as Annex III to the Offer to Purchase, Exhibit (a)(1) to the Schedule 14D- 1 of the Company, on May 12, 1997, and incorporated by reference herein. Exhibit 22 Employment Agreement, dated as of May 5, 1997, by and between Webb and Riddell Sports Inc., previously filed with the Commission by the Company as Exhibit (c)(7) to the Schedule 14D-1 of the Company filed on May 12, 1997 and incorporated by reference. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 M.L.C. PARTNERS LIMITED PARTNERSHIP By: Robert Holdings, Inc. its General Partner by: /s/ Robert E. Nederlander Robert E. Nederlander President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 ROBERT HOLDINGS, INC. By: /s/ Robert E. Nederlander Robert E. Nederlander President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 R.E.R. CORP. By: /s/ Robert E. Nederlander Robert E. Nederlander President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 QEN, INC. By: /s/ Robert E. Nederlander Robert E. Nederlander President SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ Robert E. Nederlander Robert E. Nederlander SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 JEMC CORP. By: /s/ John McConnaughy, Jr. John McConnaughy, Jr. President SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ John McConnaughy, Jr. John McConnaughy, Jr. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 LENNY CORP. By: /s/ Leonard Toboroff Leonard Toboroff President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 1, 1997 LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN By: /s/ Leonard Toboroff Leonard Toboroff Trustee SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ Leonard Toboroff Leonard Toboroff SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ David Mauer David Mauer SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ Dan Cougill Dan Cougill SIGNATURE After reasonable 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. Dated: July 1, 1997 /s/ Jeffrey G. Webb Jeffrey G. Webb Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF ROBERT HOLDINGS, INC. Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- Robert E. Nederlander President, c/o Robert Nederlander Chief Executive Officer and 810 Seventh Avenue Chief Financial Officer New York, NY 10019 Principal Occupation -- President of Nederlander Organization, Inc., which is engaged in the theatrical business. Mr. Nederlander is a United States citizen. Schedule B DIRECTORS AND EXECUTIVE OFFICERS OF LENNY CORP. Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- Leonard Toboroff President and Chief c/o The Corporation Trust Executive Officer. Company 1209 Orange Street Principal Occupation - Wilmington, Delaware 19801 investing. Mr. Toboroff is a United States citizen. Schedule C TRUSTEE OF LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- Leonard Toboroff Trustee 1125 Fifth Avenue New York, New York 10029 Principal Occupation -- investing. Mr. Toboroff is a United States citizen. Schedule D DIRECTORS AND EXECUTIVE OFFICERS OF R.E.R CORP. Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- Robert E. Nederlander President, c/o Robert Nederlander Chief Executive Officer and 810 Seventh Avenue Chief Financial Officer New York, NY 10019 Principal Occupation -- President of Nederlander Organization, Inc., which is engaged in the theatrical business. Mr. Nederlander is a United States citizen. Schedule E DIRECTORS AND EXECUTIVE OFFICERS OF JEMC CORP. Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- John McConnaughy, Jr. President and Chief 1001 High Ridge Road Executive Officer. Stamford, CT 06905 Principal Occupation - investing. Mr. McConnaughy is a United States citizen. Schedule F DIRECTORS AND EXECUTIVE OFFICERS OF QEN, INC. Name and Position/Present Principal Business Address Occupation or Employment ---------------- -------------------------- Robert E. Nederlander President; c/o Robert Nederlander Chief Executive Officer and 810 Seventh Avenue Chief Financial Officer. New York, NY 10019 Principal Occupation -- President of Nederlander Organization, Inc., which is engaged in the theatrical business. Mr. Nederlander is a United States citizen. Exhibit Index Exhibit Page ------- ---- Exhibit 20 Amendment to Stockholders' Agreement dated as of June 26, 1997, by and among the Purchasers, Toboroff, Benefit Plan (each, as defined therein), Robert Nederlander, as voting trustee, and Webb. Exhibit 21 Stock Purchase Agreement, dated as of May 5, 1997 by and between Webb and Riddell Sports Inc., previously filed with the Commission by the Company as Annex III to the Offer to Purchase, Exhibit (a)(1) to the Schedule 14D-1 of the Company, on May 12, 1997, and incorporated by reference herein. Exhibit 22 Employment Agreement, dated as of May 5, 1997, by and between Webb and Riddell Sports Inc., previously filed with the Commission by the Company as Exhibit (c)(7) to the Schedule 14D-1 of the Company filed on May 12, 1997 and incorporated by reference. EX-99 2 EXHIBIT 20 - AMENDMENT TO STOCKHOLDERS' AGREEMENT AMENDMENT TO STOCKHOLDERS' AGREEMENT This AMENDMENT (the "Amendment") to the STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995 (the "Stockholders' Agreement"), a copy of which is attached hereto as Annex A, by and among Robert Nederlander, as voting trustee (the "Voting Trustee") under the Voting Trust Agreement dated as of May 29, 1991, by and among Riddell Sports, Inc., a Delaware corporation (the "Compa- ny") and all of the stockholders of the Company listed on Schedule A thereto (the "Voting Trust Agreement"), Lenny Corp., a Delaware corporation, Leonard Toboroff, P.C. Defined Benefit Plan ("Benefit Plan"), Leonard Toboroff ("Toboroff"), David Mauer ("Mauer"), Dan Cougill ("Cougill"), R.E.R. Corp., a Michigan Corporation ("R.E.R."), JEMC Corp., a Delaware corporation ("JEMC" and together with Lenny Corp., Benefit Plan, Toboroff, Mauer, R.E.R. and Cougill, the "Stockholders") is made by and among the Voting Trustee, the Stockholders and Jeffrey G. Webb (the "Executive") this 26th day of June, 1997. Reference is hereby made to the EMPLOYMENT AGREEMENT dated as of May 5, 1997 (the "Employment Agree- ment"), by and between the Company and the Executive, a copy of which is attached hereto as Annex B. WHEREAS, Section 3 of the Employment Agreement provides that the Company shall nominate the Executive and a designee (the "Designee") of the Executive reason- ably acceptable to the Board of Directors of the Company (the "Company Board") to the Company Board; and WHEREAS, pursuant to Section 3 of the Employ- ment Agreement, the Company is required to use its best efforts to (i) cause the Executive and the Designee to be elected to the Company Board and (ii) cause the Executive to serve as Vice Chairman of the Company and on the Executive Committee of the Company Board, in each case for the duration of the Term (as defined in the Employ- ment Agreement) of the Employment Agreement; and WHEREAS, the Executive has agreed, pursuant to Section 3 of the Employment Agreement, effective as of the Effective Date (as defined in the Employment Agree- ment), to become a party to the Stockholders' Agreement; and WHEREAS, pursuant to Section 3 of the Employ- ment Agreement, the Company has agreed to amend the Stockholders' Agreement so that the parties thereto agree, for the duration of the Term, to vote their shares of Company common stock, par vale $.01 per share (the "Shares") (i) in favor of the election of the Executive and the Designee to the Company Board and (ii) in favor of the Plan (as defined below). NOW, THEREFORE, in consideration of the forego- ing and mutual agreements hereinafter contained, the parties hereto agree as follows: Section A. Definition of "Stockholders". The definition of the term "Stockholders" in the Stockholders' Agreement, as set forth in the first para- graph thereof, is hereby amended to include the Executive as one of the Stockholders and is restated in its entire- ty as follows: "STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995, as amended and restated on June 26, 1997, by and among Robert Nederlander, as voting trustee (the "Voting Trustee") under the Voting Trust Agreement dated as of May 29, 1991, by and among Riddell Sports, Inc., a Delaware corpora- tion (the "Company"), and all of the stockholders of the Company listed on Schedule A thereto (the "Vot- ing Trust Agreement"), Lenny Corp., a Delaware corporation, Leonard Toboroff, P.C. Defined Benefit Plan ("Benefit Plan"), Leonard Toboroff ("Toboroff"), David Mauer ("Mauer"), Dan Cougill ("Cougill"), R.E.R. Corp., a Michigan Corporation ("R.E.R."), JEMC Corp., a Delaware corporation ("JEMC") and Jeffrey G. Webb (the "Executive" and together with Lenny Corp., Benefit Plan, Toboroff, Mauer, R.E.R., Cougill and JEMC, the "Stockhold- ers")." Section B. Amendment to Section 1.2. Section 1.2 of the Stockholders' Agreement is hereby amended and restated in its entirety as follows: "1.2 Voting Agreement. (a) Each of the Stockholders (other than the Executive) hereby agrees that, during the term of this Agreement, at any meeting of the stock- holders of the Company or any adjournment thereof, however called, or in any other circumstances upon which its vote, consent, or other approval is sought, each of the Stockholders (other than the Executive) shall vote or cause to be voted such Stockholder's shares of Riddell Stock (i) as the Voting Trustee votes the Riddell Stock held pursuant to the Voting Trust, and (ii) during the Term of the Employment Agreement dated as of May 5, 1997 by and between the Company and the Executive (the "Employ- ment Agreement") (as "Term" is defined in the Em- ployment Agreement), and notwithstanding the above clause (i), (a) in favor of the election of the Executive and a designee (the "Designee") of Execu- tive reasonably acceptable to the Board of Directors of the Company (the "Company Board") (it being understood that any person who was a senior vice president or director of Varsity Spirit Corporation on May 5, 1997 shall be an acceptable Designee to the Company Board without further action) to the Company Board and (b) in favor of the Company's 1997 Stock Option Plan (the "Plan"). (b) The Executive hereby agrees that, during the Term of the Employment Agreement (as "Term" is defined in the Employment Agreement), at any meeting of the stockholders of the Company or any adjournment thereof, however called, or in any other circumstances upon which his vote, consent or other approval is sought, the Executive shall vote or cause to be voted his shares of Riddell Stock as the Voting Trustee votes the Riddell Stock held pursuant to the Voting Trust." Section C. Amendment to Section 3.2(a). Section 3.2(a) of the Stockholders' Agreement is hereby amended to include the Executive as a required recipient of any Notices (as defined therein) to be sent to the Stockholders, with such Notices to be delivered to the following address (except as may otherwise requested in writing by the Executive): Jeffrey G. Webb 1855 Wood Oak Cordova, Tennessee 38015 Section D. Effective Date. This Amendment shall become effective as of the Effective Date (as defined in the Employment Agreement); provided that if the Employment Agreement shall be deemed cancelled and of no force and effect pursuant to the proviso of Section 2 of the Employment Agreement, this Amendment shall concur- rently be deemed cancelled and of no force and effect and the Stockholders' Agreement shall not be so amended hereby and shall remain in force and effect as if this Amendment had never been entered into by the parties hereto. Section E. Entire Amendment. Except as amend- ed hereby, the Stockholders' Agreement shall remain in full force and effect. Section F. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. /s/ Robert Nederlander --------------------------------- Robert Nederlander, as Voting Trustee LENNY CORP. By: /s/ Leonard Toboroff ------------------------------ Name: Leonard Toboroff Title: President LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN By: /s/ Leonard Toboroff ------------------------------ Name: Leonard Toboroff Title: President /s/ Leonard Toboroff ------------------------------ Leonard Toboroff, in his individual capacity JEMC CORP. By: /s/ John McConnaughy, Jr. ----------------------------- Name: John McConnaughy, Jr. Title: President R.E.R. Corp. By: /s/ Robert Nederlander ----------------------------- Name: Robert Nederlander Title: President /s/ David Mauer ------------------------------ David Mauer, in his individual capacity /s/ Dan Cougill ------------------------------ Dan Cougill, in his individual capacity /s/ Jeffrey G. Webb ------------------------------ Jeffrey G. Webb, in his individual capacity -----END PRIVACY-ENHANCED MESSAGE-----