8-K

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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): August 13, 2003

Commission File Number: 0-19298

VARSITY BRANDS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	22-2890400 (I.R.S. Employer Identification No.)
6745 Lenox Center Court, Suite 300, Memphis, TN 38115 (Address of principal executive offices) (Zip code)
(901) 387-4300 (Registrant's telephone number, including area code)
N/A (Former name, former address and former fiscal year, if changed since last report)

Item 5.    Other Events and Regulation FD Disclosure

        On August 13, 2003, Varsity Brands, Inc. (the "Company") (i) mailed a Proxy Statement to all holders of record of the Company's common stock as of August 4, 2003, in connection with a special meeting of the Company's stockholders for the purposes of approving the proposed merger pursuant to which the Company would be acquired by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, L.P., together with members of the Company's Senior Management, and (ii) commenced a cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007.

        On August 13, 2003, the Company issued a press release announcing the mailing of the Proxy Statement and the commencement of the cash tender offer. A copy of the press release is annexed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits

(c)

The following are filed as Exhibits to this Current Report on Form 8-K:



99.1

Press release issued by the Company on August 13, 2003.



99.2

Press release issued by the Company on August 14, 2003.

Item 9.    Regulation FD Disclosure

        On August 14, 2003, the Company issued a press release, attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing the Company's operating results for the three months ended June 30, 2003. This information is being furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition."

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VARSITY BRANDS, INC. (Registrant)
Date: August 14, 2003	By:	/s/  JOHN M. NICHOLS Name:  John M. Nichols Title:    Chief Financial Officer and Senior Vice President

INDEX TO EXHIBITS

99.1	Press release issued by the Company on August 13, 2003.
99.2	Press release issued by the Company on August 14, 2003.

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Item 5. Other Events and Regulation FD Disclosure
Item 7. Financial Statements and Exhibits
Item 9. Regulation FD Disclosure

SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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EXHIBIT 99.1

Contact: John N. Nichols
901-387-4300

VARSITY BRANDS, INC. MAILS PROXY STATEMENT
SEEKING STOCKHOLDER APPROVAL FOR MERGER;
COMMENCES TENDER OFFER
AND CONSENT SOLICITATION
FOR 10¹/2% SENIOR NOTES DUE 2007

        MEMPHIS, Tennessee, August 13, 2003—Varsity Brands, Inc. (AMEX: VBR) announced that it is mailing today a Proxy Statement to all holders of record of Varsity Brand's common stock as of August 4, 2003, in connection with a special meeting of stockholders of Varsity Brands, Inc. (the "Company") to be held on September 15, 2003 in New York City for the purpose of approving the proposed merger pursuant to which the Company would be acquired by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, L.P. together with members of the Company's Senior Management.

        The Company also announced that it has commenced a cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities"). Under the terms of the tender offer, which commenced today, the Company will purchase outstanding Securities at a purchase price of $1,037.50 per $1,000 principal amount at maturity. The purchase price payment includes a consent fee paid only for Securities validly tendered prior to a "consent payment deadline", which is expected to be 5:00 P.M., New York City time, on August 26, 2003, unless extended. The consent fee will be an amount equal to .25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

        In connection with the offer, the Company is also seeking consents to certain proposed amendments to the Indenture under which the Securities were issued.

        The offer will expire at 5:00 p.m., New York City time, on September 12, 2003, unless extended or earlier terminated. Payment for tendered Securities will be made in same day funds on the first business day following expiration of the offer, or as soon thereafter as practicable.

        Jefferies & Company, Inc. will act as Dealer Manager and Information Agent for the offer. The Depositary is HSBC Bank USA.

        This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities. The offer is made only by the Offer to Purchase and Consent Solicitation Statement dated August 12, 2003. Persons with questions regarding the offer should contact the Dealer Manager and Information Agent at (800) 933-6656.

        The Company's obligation to purchase tendered Securities is conditioned upon, among other things, the consummation of the merger between the Company and VB Merger Corporation, a wholly owned subsidiary of VBR Holding Corporation, pursuant to an Agreement and Plan of Merger by and among the Company, VB Merger Corporation and VBR Holding Corporation, dated April 21, 2003. VB Merger Corporation and VBR Holding Corporation were formed by Green Equity Investors IV, L.P., a private investment fund formed by Leonard Green & Partners for the purpose of acquiring majority ownership of the Company.

        Varsity Brands, Inc. is a leading provider of goods and services to the school spirit industry. The Company designs, markets and manufactures cheerleading and dance team uniforms and accessories, as well as dance and recital apparel for the studio dance market; operates cheerleading and dance team instruction camps throughout the United States; produces nationally televised cheerleading and dance team championships and other special events; and operates studio dance competitions and conventions. The Company markets its proprietary products and services to schools, recreational organizations,

coaches and participants in the extra-curricular market using its own nationwide sales force, as well as websites that are targeted to specific audiences and specific activities.

        This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those which use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "will," "should," "estimate," "continue" or other comparable expressions. These words indicate future events and trends. The forward-looking statements in this press release include, without limitation, the statements about the Company's plans, strategies and prospects. Forward-looking statements are the Company's current views with respect to future events and financial performance. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from the forward-looking statements made in this press release are set forth in each of the Company's Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. It is advisable not to place undue reliance on the Company's forward-looking statements.

        The Proxy Statement contains information about the Company, Leonard Green & Partners, the proposed merger and related matters. Stockholders are urged to read the Proxy Statement carefully, as it contains important information that stockholders should consider before making a decision about the merger. In addition to receiving the Proxy Statement from the Company in the mail, stockholders are also able to obtain the Proxy Statement, as well as other filings containing information about the Company, without charge, at the Securities and Exchange Commission's web site (HTTP://WWW.SEC.GOV). Stockholders may also obtain copies of these documents without charge by requesting them in writing from Varsity Brands, Inc. 6745 Lenox Center Court, Suite 300, Memphis, Tennessee 38115, Attention: Chief Financial Officer, or by telephone at (901) 387-4300. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed merger. Information regarding any interests that Varsity's executive officers and directors may have in the transaction are set forth in the Proxy Statement.

2

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EXHIBIT 99.1

EX-99.2

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EXHIBIT 99.2

VARSITY BRANDS, INC.

6745 LENOX CENTER COURT, SUITE 300, MEMPHIS, TN 38115

Contact: John M. Nichols
(901) 387-4300

VARSITY BRANDS, INC.
ANNOUNCES
SECOND QUARTER 2003 RESULTS

        Memphis, TN, August 14, 2003,—Varsity Brands, Inc. (AMEX:VBR) announced today net income of $4.7 million, or $0.40 per share on a fully diluted basis, for the second quarter of 2003, compared to net income of $8.7 million, or $0.79 per share on a fully diluted basis, for the quarter ended June 30, 2002. Net income for the six-month period ended June 30, 2003 was $2.0 million, or $0.18 per share on a fully diluted basis, as compared to net income of $2.9 million, or $0.27 on a fully diluted basis, for the six-month period ended June 30, 2002.

        The primary reasons for the decrease in net income during the second quarter of 2003 are: a decrease in revenues caused primarily by a shift in revenue in both the uniform and accessories and camps and events segments from the second quarter into the third quarter; an increase in the Company's income tax expense caused by an increase in the Company's expected effective income tax rate in 2003 as compared to 2002 due to the availability of net operating loss carryforwards in 2002 as compared to 2003; and professional fees of $1.0 million incurred in conjunction with the proposed merger. Such decreases were partially offset by improvements realized in the Company's gross profit margin.

        Revenues in the second quarter of 2003 decreased by $2.9 million, or 5.0%, to $54.5 million from $57.4 million in the second quarter of 2002. Uniforms and accessories revenues decreased by $2.7 million, or 6.5%, to $39.3 million in the second quarter of 2003 from $42.0 million in the second quarter of 2002. This decrease is due to a combination of weather and economic factors. Poor weather during the spring delayed squad tryouts, which has resulted in a shift of uniform shipments from the second quarter into the third quarter. The decline in uniform sales is also attributable to the continued poor economy. The camps and events segment experienced a slight decrease in revenues during the second quarter of 2003, to $15.2 million from $15.3 million in the second quarter of 2002. This decrease is primarily due to a shift in camp attendance from the second quarter into the third quarter. Such decreases were partially offset by tuition increases during 2003. For the six-month period ended June 30, 2003, uniform and accessories revenues decreased by $2.0 million, or 4.2%, to $45.7 million from $47.7 million in 2002. This decrease is due to the factors discussed above which were partially offset by increased product sales at the Company's regional and national championships and increased sales of dance and recital wear during the first quarter of 2003. Camps and events segment revenues increased $4.1 million, or 14.5%, to $32.5 million in the first six-months of 2003 from $28.4 in the period ended June 30, 2002. This increase is directly attributable to an increase in the number of participants at the Company's regional and national cheerleading and dance team championships held during the first quarter of 2003.

        The Company believes, exclusive of expenses incurred in conjunction with the proposed merger, that it remains on target to deliver the earnings per share it initially stated it would deliver in February of this year. Specifically, the Company continues to expect that it will deliver, based upon the Company incurring a normal income tax expense, fully diluted earnings per share in the range of $0.57 to $0.65 for 2003. Fully diluted earnings per share, after giving effect to merger related expenses incurred to date, are expected to be in the range of $0.52 to $0.60.

        The Company is a leading provider of goods and services to the school spirit industry. The Company designs, markets and manufactures cheerleading and dance team uniforms and accessories, as well as dance and recital apparel for the studio dance market; operates cheerleading and dance team instruction camps throughout the United States; produces nationally televised cheerleading and dance team championships and other special events; and operates studio dance competitions and conventions. The Company markets these products and related services through a year-round marketing strategy. The Company markets its proprietary products and services to schools, recreational organizations, coaches and participants in the extra-curricular market using its own nationwide sales force, as well as websites that are targeted to specific audiences and specific activities.

        This press release contains certain statements, including, but not limited to its earnings per share earnings guidance, which are "forward-looking" statements under the federal securities laws that are based on the beliefs of management as well as assumptions made by and information currently available to management. Certain factors could cause actual operational results to differ from those in the other forward-looking statements including without limitation, (i) continuation of historical seasonal patterns of demand for Varsity's products and Varsity's ability to meet the demand; (ii) actions by competitors, including without limitation new product introductions; (iii) the loss of domestic or foreign suppliers; (iv) changes in business strategy or new product lines and Varsity's ability to successfully implement these; (v) moderation of uniform and accessories revenue growth; (vi) changes in interest rates and general economic conditions; (vii) general economic stability and world events, particularly as it relates to travel; and (viii) other factors set forth in reports and documents filed by the Company with the Securities and Exchange Commission from time to time. Please use caution in placing reliance on all forward-looking statements.

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VARSITY BRANDS, INC.
Financial Highlights
(Dollars in thousands except per share data)

		Second Quarter Ended June 30,				Six Months Ended June 30,
		2003		2002		2003		2002
OPERATING RESULTS:
Net Revenues		$	54,501	$	57,370	$	78,189	$	76,063
Cost of revenues			30,156		32,069		44,649		44,198
Gross Profit			24,345		25,301		33,540		31,865
Selling, general and administrative expenses			14,762		14,035		26,393		24,750
Income from operations			9,583		11,266		7,147		7,115
Other expense			1,909		1,898		3,821		4,024
Income from operations			7,674		9,368		3,326		3,091
Income taxes			3,000		620		1,300		210
Net income		$	4,674	$	8,748	$	2,026	$	2,881
Net income per share:
	Basic	$	0.49	$	0.93	$	0.21	$	0.30
	Diluted	$	0.40	$	0.79	$	0.18	$	0.27
Weighted average common and common equivalent shares outstanding
	Basic		9,592		9,452		9,592		9,452
	Diluted		11,752		11,233		11,587		11,163
Depreciation and amortization:
	Depreciation and amortization, excluding debt issue costs	$	464	$	480	$	938	$	989
	Amortization of debt interest costs	$	129	$	122	$	258	$	253

	June 30, 2003		December 31, 2002		June 30, 2002
Cash	$	8,780	$	18,821	$	3,359
Accounts receivable, net		34,720		12,067		34,292
Inventories		14,145		7,811		14,121
Other current assets		7,546		7,361		7,021
Total current assets		65,191		46,060		58,793
Property and equipment, net		3,427		3,459		3,806
Goodwill, net		66,596		66,596		66,596
Intangibles and deferred charges, net		1,810		2,186		2,252
Other assets		1,209		1,257		632
	$	138,233	$	119,558	$	132,079
Current liabilities	$	38,635	$	21,986	$	39,473
Long-term debt		69,785		69,785		72,160
Deferred taxes		—		—		188
Shareholders' equity		29,813		27,787		20,258
	$	138,233	$	119,558	$	132,079

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EXHIBIT 99.2

VARSITY BRANDS, INC. ANNOUNCES SECOND QUARTER 2003 RESULTS
VARSITY BRANDS, INC. Financial Highlights (Dollars in thousands except per share data)