-----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, GqiXNxuza/TTZh3Ps84Z+DZEeB1zSH3/RE5bFWFVQtd6VHsCB2+Q7VVN+eQ4jwps McGXKJH9gLIOnHi2DxpBKA== 0001047469-03-031217.txt : 20030919 0001047469-03-031217.hdr.sgml : 20030919 20030919171834 ACCESSION NUMBER: 0001047469-03-031217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20030827 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY BRANDS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14629 FILM NUMBER: 03903144 BUSINESS ADDRESS: STREET 1: 6745 LENOX CENTER CT STREET 2: STE 300 CITY: MEMPHIS STATE: TN ZIP: 38115 BUSINESS PHONE: 9013874300 MAIL ADDRESS: STREET 1: 6745 LENOX CENTER CT STREET 2: STE 300 CITY: MEMPHIS STATE: TN ZIP: 38115 FORMER COMPANY: FORMER CONFORMED NAME: RIDDELL SPORTS INC DATE OF NAME CHANGE: 19930328 8-K 1 a2117971z8-k.htm 8-K
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UNITED STATES
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 27, 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)

(Registrant's telephone number, including area code) (901) 387-4300

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 27, 2003, Varsity Brands, Inc. (the "Company") announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it was extending to 5:00 P.M., New York City time, on August 27, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continued to apply.

The Company announced it would 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 the consent payment deadline, which was extended to be 5:00 P.M., New York City time, on August 27, 2003. The consent fee was an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

On August 27, 2003, the Company issued a press release. A copy of the press release is annexed hereto as Exhibit 99.1 and is incorporated herein by reference.

Subsequent press releases were issued on August 28 and 29, and September 2, 3, 4, 5, 8 and 9, in each case extending the consent payment deadline to 5:00 P.M., New York City time, on each of those days. A copy of each of these press releases are annexed hereto as Exhibits 99.2 through 99.9, and are incorporated herein by reference.

On September 10, 2003 the Company announced that in connection with the cash tender offer for all of the Securities and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it was extending to 5:00 P.M., New York City time, on September 10, 2003, the "consent payment deadline." The Company also increased the consent fee from 0.25% to 0.625% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

The Company announced that it would purchase outstanding Securities at a purchase price of $1,041.25 per $1,000 principal amount at maturity. The purchase price payment included a consent fee paid only for Securities validly tendered prior to the consent payment deadline, which was extended to 5:00 P.M., New York City time, on September 10, 2003. All conditions to consummation of the tender offer and consent solicitation would continue to apply.

Holders who previously tendered their Securities were advised they need not take any further action as a result of this extension and such holders will receive the increased consent fee. Holders who have not previously tendered their Securities were advised that they may do so by following the directions in the letter of transmittal and consent previously sent to holders.

On September 10, 2003, the Company issued a press release. A copy of the press release is annexed hereto as Exhibit 99.10 and is incorporated herein by reference.

On September 11, 2003 the Company announced that in connection with its cash tender offer to purchase all of the Securities and the related consent solicitation, it had received the required consents to eliminate substantially all of the restrictive covenants of the indenture governing the Securities and to make certain other amendments, as further detailed in the Offer to Purchase and Consent Solicitation Statement dated August 12, 2003. The consent payment deadline with regard to Securities lapsed at 5:00 P.M., New York City time, on September 10, 2003.

As a result of obtaining the required consents, the Company executed and delivered a supplemental indenture setting forth the amendments. The supplemental indenture provides that the amendments contained therein will only become operative when all validly tendered Securities are purchased pursuant to the tender offer. A copy of the supplemental indenture is annexed hereto as Exhibit 99.12 and is incorporated herein by reference.

The offer commenced on August 12, 2003 and will expire at 12:00 midnight, New York City time, on September 23, 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. is acting as Dealer Manager and Information Agent for the offer. The Depositary is HSBC Bank USA.

On September 11, 2003, the Company issued a press release. A copy of the press release is annexed hereto as Exhibit 99.11 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 27, 2003.
99.2: Press release issued by the Company on August 28, 2003.
99.3: Press release issued by the Company on August 29, 2003.
99.4: Press release issued by the Company on September 2, 2003.
99.5: Press release issued by the Company on September 3, 2003.
99.6: Press release issued by the Company on September 4, 2003.
99.7: Press release issued by the Company on September 5, 2003.
99.8: Press release issued by the Company on September 8, 2003.
99.9: Press release issued by the Company on September 9, 2003.
99.10: Press release issued by the Company on September 10, 2003.
99.11: Press release issued by the Company on September 11, 2003.
99.12: First Supplemental Indenture, dated as of September 10, 2003, by and among Varsity Brands, Inc., HSBC Bank USA, and the parties listed as guarantors therein.

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: September 16, 2003		By:	/s/ JOHN M. NICHOLS John M. Nichols Chief Financial Officer and Senior Vice President

INDEX TO EXHIBITS

Exhibits
99.1		Press release issued by the Company on August 27, 2003.
99.2		Press release issued by the Company on August 28, 2003.
99.3		Press release issued by the Company on August 29, 2003.
99.4		Press release issued by the Company on September 2, 2003.
99.5		Press release issued by the Company on September 3, 2003.
99.6		Press release issued by the Company on September 4, 2003.
99.7		Press release issued by the Company on September 5, 2003.
99.8		Press release issued by the Company on September 8, 2003.
99.9		Press release issued by the Company on September 9, 2003.
99.10		Press release issued by the Company on September 10, 2003.
99.11		Press release issued by the Company on September 11, 2003.
99.12		First Supplemental Indenture, dated as of September 10, 2003, by and among Varsity Brands, Inc., HSBC Bank USA, and the parties listed as guarantors therein.

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Item 5. Other Events and Regulation FD Disclosure

Item 7. Financial Statements and Exhibits

SIGNATURES
INDEX TO EXHIBITS
EX-99.1 3 a2117971zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

Contact:

John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, August 27, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on August 27, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on August 27, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

The offer will expire at 12:00 midnight, 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. is acting 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. Simultaneously with the mailing of the Offer to Purchase and Consent Solicitation Statement, the Company mailed a Proxy Statement in connection with a special meeting of stockholders of the Company to be held on September 15, 2003 for the purpose of adopting the merger agreement.

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.

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Exhibit 99.1

EX-99.2 4 a2117971zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2

Contact:

John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, August 28, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on August 28, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on August 28, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

Holders who have previously tendered their Securities need not take any further action as a result of this extension. Holders who have not previously tendered their Securities may do so by following the directions in the letter of transmittal and consent previously sent to holders. Holders who tender their Securities after the consent payment deadline will only receive $1,035 per $1,000 principal amount at maturity.

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

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.

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Exhibit 99.2

EX-99.3 5 a2117971zex-99_3.htm EXHIBIT 99.3
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Exhibit 99.3

Contact:

John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, August 29, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on August 29, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on August 28, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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.

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Exhibit 99.3

EX-99.4 6 a2117971zex-99_4.htm EXHIBIT 99.4
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Exhibit 99.4

Contact: John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 2, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 2, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 2, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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Exhibit 99.4

EX-99.5 7 a2117971zex-99_5.htm EXHIBIT 99.5
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EXHIBIT 99.5

CONTACT:

JOHN M. NICHOLS
CHIEF FINANCIAL OFFICER
VARSITY BRANDS, INC.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE
IN CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 3, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 3, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 3, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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.

The Proxy Statement and the Supplemental Proxy Materials contain information about the Company, Leonard Green & Partners, L.P. the proposed merger and related matters. Stockholders are urged to read the Proxy Statement and the Supplemental Proxy Materials carefully, as they contain important information that stockholders should consider before making a decision about the merger. In addition to receiving the Proxy Statement and the Supplemental Proxy Materials from the Company in the mail, stockholders are also able to obtain the Proxy Statement, the Supplemental Proxy Materials 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.

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EXHIBIT 99.5

EX-99.6 8 a2117971zex-99_6.htm EXHIBIT 99.6
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EXHIBIT 99.6

CONTACT:

JOHN M. NICHOLS
CHIEF FINANCIAL OFFICER
VARSITY BRANDS, INC.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 4, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 4, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 4, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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EXHIBIT 99.6

EX-99.7 9 a2117971zex-99_7.htm EXHIBIT 99.7
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EXHIBIT 99.7

CONTACT:

JOHN M. NICHOLS
CHIEF FINANCIAL OFFICER
VARSITY BRANDS, INC.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 5, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 5, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 5, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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EXHIBIT 99.7

EX-99.8 10 a2117971zex-99_8.htm EXHIBIT 99.8
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EXHIBIT 99.8

CONTACT:

JOHN M. NICHOLS
CHIEF FINANCIAL OFFICER
VARSITY BRANDS, INC.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 8, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 8, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 8, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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EXHIBIT 99.8

EX-99.9 11 a2117971zex-99_9.htm EXHIBIT 99.9
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EXHIBIT 99.9

CONTACT:

JOHN M. NICHOLS
CHIEF FINANCIAL OFFICER
VARSITY BRANDS, INC.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE IN
CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 9, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 9, 2003, the "consent payment deadline." All conditions to consummation of the tender offer and consent solicitation continue to apply.

Varsity Brands, Inc. (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 the consent payment deadline, which has been extended to be 5:00 P.M., New York City time, on September 9, 2003. The consent fee will be an amount equal to 0.25% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

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

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EXHIBIT 99.9

EX-99.10 12 a2117971zex-99_10.htm EXHIBIT 99.10
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EXHIBIT 99.10

Contact: John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. EXTENDS CONSENT PAYMENT DEADLINE, INCREASES
CONSENT FEE IN CONNECTION WITH TENDER OFFER
AND CONSENT SOLICITATION AND EXTENDS THE EXPIRATION DATE OF THE
TENDER OFFER
FOR THE 10¹/2% SENIOR NOTES DUE 2007

MEMPHIS, Tennessee, September 10, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with the cash tender offer for all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related solicitation of consents to certain proposed amendments to the Indenture under which the Securities were issued, it has extended to 5:00 P.M., New York City time, on September 10, 2003, the "consent payment deadline." Varsity Brands, Inc. (the "Company") has also increased the consent fee from 0.25% to 0.625% of the principal amount of the Securities that are validly tendered by the consent payment deadline.

The Company will purchase outstanding Securities at a purchase price of $1,041.25 per $1,000 principal amount at maturity. The purchase price payment includes a consent fee paid only for Securities validly tendered prior to the consent payment deadline, which has been extended to 5:00 P.M., New York City time, on September 10, 2003. All conditions to consummation of the tender offer and consent solicitation continue to apply.

Holders who have previously tendered their Securities need not take any further action as a result of this extension and such holders will receive the increased consent fee. Holders who have not previously tendered their Securities may do so by following the directions in the letter of transmittal and consent previously sent to holders.

The offer will expire at 5:00 P.M., New York City time, on September 23, 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. is acting as Dealer Manager and Information Agent for the offer. The Depositary is HSBC Bank USA.

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EXHIBIT 99.10

EX-99.11 13 a2117971zex-99_11.htm EXHIBIT 99.11
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EXHIBIT 99.11

Contact: John M. Nichols
Chief Financial Officer
Varsity Brands, Inc.
(901) 387-4300

VARSITY BRANDS, INC. ANNOUNCES RECEIPT OF REQUIRED CONSENTS IN
CONNECTION WITH TENDER OFFER AND CONSENT SOLICITATION AND
EXTENDS TERMINATION OF TENDER OFFER FOR THE 10¹/2% SENIOR NOTES
DUE 2007

MEMPHIS, Tennessee, September 11, 2003—Varsity Brands, Inc. (AMEX: VBR) today announced that in connection with its cash tender offer to purchase all of its outstanding 10¹/2% Senior Notes due 2007 (the "Securities") and the related consent solicitation, it has received the required consents to eliminate substantially all of the restrictive covenants of the indenture governing the Securities and to make certain other amendments, as further detailed in the Offer to Purchase and Consent Solicitation Statement dated August 12, 2003. The consent payment deadline with regard to Securities lapsed at 5:00 P.M., New York City time, on September 10, 2003.

As a result of obtaining the required consents, Varsity Brands, Inc. (the "Company") executed and delivered a supplemental indenture setting forth the amendments. The supplemental indenture provides that the amendments contained therein will only become operative when all validly tendered Securities are purchased pursuant to the tender offer.

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

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EXHIBIT 99.11

EX-99.12 14 a2117971zex-99_12.htm EXHIBIT 99.12
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Exhibit 99.12

VARSITY BRANDS, INC. (as successor to Riddell Sports Inc.)
as Issuer

The Parties Listed
on Schedule I hereto
as Guarantors
10¹/2% SENIOR NOTES DUE 2007

FIRST SUPPLEMENTAL INDENTURE
Dated as of September 10, 2003

HSBC BANK USA (formerly known as Marine Midland Bank)
as Trustee

FIRST SUPPLEMENTAL INDENTURE dated as of September 10, 2003, (the "Supplemental Indenture") among VARSITY BRANDS, INC. (as successor to Riddell Sports Inc.), a Delaware corporation (the "Issuer"), the domestic subsidiaries of the Issuer listed on Schedule I attached hereto, as Guarantors (the "Guarantors") and HSBC BANK USA (formerly known as Marine Midland Bank), as trustee (the "Trustee"), to the indenture, dated as of June 19, 1997 among the Issuer, the Guarantors and the Trustee (the "Indenture").

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of 10¹/2% Senior Notes due 2007 (the "Notes") of the Issuer;

WHEREAS, there is currently outstanding under the Indenture $66,035,000 in aggregate principal amount of the Notes;

WHEREAS, Section 9.02 of the Indenture provides that the Issuer and the Trustee may, with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, (i) enter into a supplemental indenture for the purpose of amending the Indenture or (ii) waive compliance with any provision of the Indenture with the consent of the Holders of a majority in principal amount of the Notes (including Additional Senior Notes, if any) then outstanding voting as a single class;

WHEREAS, the Issuer has offered to purchase all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Solicitation Statement dated August 12, 2003, and the accompanying Letter of Transmittal, as the same may be further amended, supplemented or modified (the "Offer");

WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments and waivers (the "Proposed Amendments") to the Indenture set forth herein having been approved by the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (and a supplemental indenture in respect thereof having been executed and delivered), with the operativeness of such Proposed Amendments with respect to the Notes being subject to the acceptance by the Issuer of such Notes tendered pursuant to the Offer;

WHEREAS, the Issuer has received and delivered to the Trustee the Consents (as defined in the Offer) to effect the Proposed Amendments under the Indenture;

WHEREAS, the Issuer has been authorized by a resolution of its Board of Directors to enter into this Supplemental Indenture; and

WHEREAS, all other acts and proceedings required by law, by the Indenture, by the certificate of formation and limited liability company agreement of the Issuer and the certificate of incorporation and by-laws of the Issuer, to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the Guarantors and the Trustee hereby agree as follows:

Section 1. Deletion of Certain Provisions

Pursuant to the terms of the Offer and the consent of Holders representing at least a majority in principal amount of the Notes then outstanding voting as a single class, the Indenture is hereby amended to delete the following sections in their entirety and, in the case of each such section, insert in lieu thereof the phrase "Intentionally Omitted", and any and all references to such sections, any and all obligations thereunder and any default, event of default or other consequence under the Indenture

of failing to comply solely to the following sections are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect.

•: Section 4.07 (Restricted Payments);
•: Section 4.08 (Dividend and Other Payment Restrictions Affection Subsidiaries);
•: Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock);
•: Section 4.10 (Asset Sales);
•: Section 4.11 (Transactions with Affiliates);
•: Section 4.12 (Liens);
•: Section 4.13 (Line of Business);
•: Section 4.15 (Offer to Repurchase Upon Change of Control);
•: Section 4.16 (Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted Subsidiaries);
•: Section 5.01(iii) (Merger, Consolidation, or Sale of Assets);
•: Section 5.01(iv) (Merger, Consolidation, or Sale of Assets);
•: Section 5.02 (Successor Corporation Substituted);
•: Section 6.01(c) (Events of Default);
•: Section 6.01(d) (Events of Default);
•: Section 6.01(e) (Events of Default);
•: Section 6.01(f) (Events of Default);
•: Section 6.01(g) (Events of Default);
•: Section 6.01(h) (Events of Default); and
•: Section 6.01(i) (Events of Default) (collectively, the "Amended Sections").

Section 2. Addition of Certain Provisions

New Section 8.08 and Section 8.09 shall be added as follows:

Section 8.08 Satisfaction and Discharge

This Indenture will be discharged and will cease to be of further effect as to all Senior Notes issued hereunder, when:

(a) either:

(i): all Senior Notes that have been authenticated (except lost, stolen or destroyed Senior Notes that have been replaced or paid and Senior Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or
(ii): all Senior Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination

thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation from principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) the Company has paid or caused to be paid all sums payable by it under this Indenture; and

(c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money towards the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the provisions of Section 8.06 and Section 8.09 will survive. In addition, nothing in this Section 8.08 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 8.09 Application of Trust Money

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 8.08 shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 8.08 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and any Guarantor's obligations under this Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.08; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Senior Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

Section 3. Effectiveness; Operativeness

This Supplemental Indenture (other than Sections 1 and 2 hereof) will become effective and binding upon the Issuer, the Guarantors, the Trustee and the Holders as of the date hereof and will not become operative unless and until validly tendered Securities are purchased pursuant to the Offer.

Section 4. Reference to and Effect on the Indenture

(a) On and after the effective date of this Supplemental Indenture, each reference in the Indenture to "this Indenture," "hereunder," "hereof," or "herein" shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.

(b) Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 5. Governing Law

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED BY THE INTERNAL LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 6. Defined Terms

Unless otherwise indicated, capitalized terms used herein and not defined shall have the respective meanings given such terms in the Indenture.

Section 7. Trust Indenture Act Controls

If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the "Act"), as in force at the date this First Supplemental Indenture is executed, the provision required by said Act shall control.

Section 8. Trustee Disclaimer

The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 9. Counterparts and Method of Execution

This Supplemental Indenture may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart.

Section 10. Titles

Section titles are for descriptive purposes only and shall not control or alter the meaning of this Supplemental Indenture as set forth in the text.

Section 11. Severability

In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

[Signature page follows]

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

		VARSITY BRANDS, INC.
		By:	Name: Title:

		GUARANTORS:
			VARSITY SPIRIT CORPORATION VARSITY SPIRIT FASHIONS & SUPPLIES VARSITY USA, INC. VARSITY/INTROPA TOURS, INC. INTERNATIONAL LOGOS, INC.
		By:	Name: Title:

		HSBC BANK USA, AS TRUSTEE
		By:	Name: Title:

Schedule I

Schedule of Guarantors

VARSITY SPIRIT CORPORATION
VARSITY SPIRIT FASHIONS & SUPPLIES
VARSITY USA, INC.
VARSITY/INTROPA TOURS, INC.
INTERNATIONAL LOGOS, INC.

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Exhibit 99.12

Schedule I

Schedule of Guarantors
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