-----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, OqvkhbdE9ApWwik1QCwRLv2XLxIvPhis07/+TZJcKgrDR71ZlXZHa8lXUFRx8YTo HcXffdnYIsNZgLfQ+UYEZw== 0000950172-97-000562.txt : 19970610 0000950172-97-000562.hdr.sgml : 19970610 ACCESSION NUMBER: 0000950172-97-000562 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970609 SROS: NONE GROUP MEMBERS: CHEER ACQUISITION CORP. GROUP MEMBERS: GREGORY C. WEBB GROUP MEMBERS: JEFFREY G. WEBB GROUP MEMBERS: VARSITY SPIRIT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY SPIRIT CORPORATION CENTRAL INDEX KEY: 0000881887 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 621169661 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43913 FILM NUMBER: 97620919 BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STREET 2: SUITE 1 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013874300 MAIL ADDRESS: STREET 1: PO BOX 341609 CITY: MEMPHIS STATE: TN ZIP: 38184-1609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY SPIRIT CORPORATION CENTRAL INDEX KEY: 0000881887 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 621169661 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STREET 2: SUITE 1 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013874300 MAIL ADDRESS: STREET 1: PO BOX 341609 CITY: MEMPHIS STATE: TN ZIP: 38184-1609 SC 13E3/A 1 SCHEDULE 13E-3 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Amendment No. 1 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Varsity Spirit Corporation -------------------------------------------- (Name of Issuer) Varsity Spirit Corporation Riddell Sports Inc. Cheer Acquisition Corp. Jeffrey G. Webb Gregory C. Webb -------------------------------------------- (Name of Person(s) Filing Statement) Common Stock, Par Value $.01 Per Share --------------------------------------------- (Title of Class of Securities) 922294 10 3 --------------------------------------------- (CUSIP Numbers of Class Securities) Jeffrey G. Webb Lisa Marroni, Esq. President and Chief Executive Officer General Counsel Varsity Spirit Corporation Riddell Sports Inc. 2525 Horizon Lake Drive 900 Third Avenue Memphis, Tennessee 38113 New York, New York 10022 (901) 387-4370 (212) 826-4300 -------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) with copies to: Glenn W. Reed, Esq. Sheldon S. Adler, Esq. Gardner, Carton & Douglas Skadden, Arps, Slate, Meagher Suite 3400 - Quaker Tower & Flom LLP 321 North Clark Street 919 Third Avenue Chicago, Illinois 60610 New York, New York 10022 (312) 644-3000 (212) 735-3000 This statement is filed in connection with (check the appropriate box): (a) ( ) The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. (b) ( ) The filing of a registration statement under the Securities Act of 1933. (c) (X) A tender offer. (d) ( ) None of the above. Check the following box if soliciting materials or information statement referred to in checking box (a) are preliminary copies: ( ) --------------------------------------------------------------------- Varsity Spirit Corporation (the "Company"), Riddell Sports Inc. ("Parent"), Cheer Acquisition Corp., a wholly owned subsidiary of Parent ("Purchaser"), Jeffrey G. Webb and Gregory C. Webb hereby amend and supplement their Rule 13E-3 Transaction Statement (the "Statement"), filed on May 12, 1997 with the Securities and Exchange Commission (the "Commission"), relating to the tender offer by Purchaser to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company at a purchase price of $18.90 per Share, net to the tendering stockholder in cash. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Offer to Purchase, previously filed as Exhibit (d)(1) hereto. ITEM 16. ADDITIONAL INFORMATION. The information set forth in Item 16 of the Statement is hereby amended and supplemented by the following information: On June 9, 1997, Parent issued a press release announcing that it has extended the Expiration Date of the Offer to 12:00 midnight, New York City time, on Monday, June 16, 1997. Parent announced that as of 12:00 midnight, New York City time, on Friday, June 6, 1997, approximately 3,249,439 Shares (or approximately 71.2% of the Shares outstanding) had been tendered in the Offer. A copy of the press release announcing the extension of the Offer is attached hereto as Exhibit (d)(12) and is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (d)(12) Press Release issued by Parent, dated June 9, 1997. SIGNATURE After due 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: June 9, 1997 VARSITY SPIRIT CORPORATION By: /s/ Jeffrey G. Webb Name: Jeffrey G. Webb Title: Chairman and Chief Executive Officer SIGNATURE After due 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: June 9, 1997 RIDDELL SPORTS INC. By: /s/ David Groelinger Name: David Groelinger Title: Chief Financial Officer SIGNATURE After due 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: June 9, 1997 CHEER ACQUISITION CORP. By: /s/ David Groelinger Name: David Groelinger Title: Vice President SIGNATURE After due 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: June 9, 1997 JEFFREY G. WEBB By:/s/ Jeffrey G. Webb SIGNATURE After due 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: June 9, 1997 GREGORY C. WEBB By:/s/ Gregory C. Webb EXHIBIT INDEX Exhibit No.: Description: (d)(12) Press Release issued by Parent, dated June 9, 1997. EX-99 2 EXHIBIT (D)(12) - PRESS RELEASE RIDDELL QUALITY SINCE 1929 RIDDELL SPORTS INC. ----------------------------------------------------------------------- 900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK, 10022 (212) 826-4300 Fax (212) 826-5006 CONTACT: DAVID GROELINGER CHIEF FINANCIAL OFFICER RIDDELL EXTENDS VARSITY OFFER NEW YORK, NY June 9, 1997 -- Riddell Sports Inc. (NASDAQ:RIDL) announced today that it has extended the expiration date of its tender offer for all of the outstanding shares of the common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) to 12:00 midnight, New York City time, on Monday, June 16, 1997. As of 12:00 midnight, New York City time, on Friday, June 6, 1997, approximately 3,249,439 shares of Varsity common stock (or approximately 71.2% of the outstanding shares) had been tendered in the offer. The offer had previously been scheduled to expire at midnight tonight. The extension, which had been contemplated by the Merger Agreement between Riddell and Varsity, will give Riddell additional time to complete the Rule 144A private placement financing which will be used to fund the purchase of Varsity shares in the offer. As previously announced, Riddell and Varsity have entered into a definitive Merger Agreement pursuant to which, among other things, Riddell has agreed to acquire all of the shares of common stock of Varsity at a price of $18.90 per share. Riddell Sports Inc. sells sporting goods products and services for football and other sports. The Company is the world's leading manufacturer and reconditioner of football helmets and shoulder pads. The Company sell its sporting goods products (including mini-and full-size helmets made for display purposes for collectors) under the Riddell and Pro-Edge brands and provides reconditioning services under the Riddell/All-American name. The Company also licenses the Riddell and MacGregor trademarks for use on athletic footwear, leisure apparel and sports equipment. Varsity is the leading supplier of cheerleader and dance team uniforms and accessories to youth, junior high, high school and college markets; Varsity is also the largest operator of cheerleading and dance team camps in the U.S. # # # -----END PRIVACY-ENHANCED MESSAGE-----