-----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, Kh8tKWMlF3UlnwqM0yUTQo+2J5CP7ubzWXeO22lyZ2tgboANc+HtrMaXhGrnB0Oz VsjK3BQ18RiQLUaInE9LsQ== 0000950172-97-000599.txt : 19970620 0000950172-97-000599.hdr.sgml : 19970620 ACCESSION NUMBER: 0000950172-97-000599 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970619 SROS: NONE GROUP MEMBERS: CHEER ACQUISITION CORP. GROUP MEMBERS: GREGORY C. WEBB GROUP MEMBERS: JEFFREY G. WEBB GROUP MEMBERS: RIDDELL SPORTS INC. 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: 97626257 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. 4 ------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Amendment No. 4 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 & Flom LLP Suite 3400 - Quaker Tower 919 Third Avenue 321 North Clark Street New York, New York 10022 Chicago, Illinois 60610 (212) 735-3000 (312) 644-3000 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 Thursday, June 19, 1997, Parent issued a press release, a copy of which is attached hereto as Exhibit (d)(14) and is incorporated herein by reference, relating to the completion of the Offer by Purchaser. Parent and Purchaser announced their acceptance for purchase of all Shares validly tendered and not withdrawn under the Offer, including those Shares tendered by means of Notice of Guaranteed Delivery. A total of approximately 4,511,415 Shares (including 500 Shares which were subject to guarantees of delivery) were tendered pursuant to the Offer, which expired at 11:00 a.m., New York City time, on Thursday, June 19, 1997. The Shares tendered represent approximately 98.6% of the Company's outstanding Shares. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (d)(14) Press Release issued by Parent, dated June 19, 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 19, 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 19, 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 19, 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 19, 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 19, 1997 GREGORY C. WEBB By:/s/ Gregory C. Webb EXHIBIT INDEX Exhibit No.: Description: (d)(14) Press Release issued by Parent, dated June 19, 1997. EX-99 2 EXHIBIT (D)(14) - PRESS RELEASE Riddell Quality since 1929 RIDDELL SPORTS INC. - -------------------------------------------------------------------------- 900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK, 10022 (212) 826-4300 Fax (212) 826-5006 Contact: David Groelinger Chief Financial Officer RIDDELL SPORTS INC. COMPLETES TENDER OFFER FOR VARSITY SPIRIT CORPORATION New York, NY (June 19, 1997) -- Riddell Sports Inc. (NASDAQ: RIDL) announced today that a wholly-owned subsidiary of Riddell, Cheer Acquisition Corp., has completed its cash tender offer for all outstanding shares of common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) at a price of $18.90 per share. The offer was financed with the proceeds of the Company's Rule 144A placement of $115 million of its 10 1/2% Senior Notes due 2007. Riddell stated that, based upon a preliminary count, approximately 98.6% of Varsity's presently outstanding shares or a total of approximately 4,511,415 Varsity shares (including 500 shares which were subject to guarantees of delivery) had been tendered pursuant to the offer, which expired at 11:00 a.m., New York City time, on June 19, 1997 and that all such shares had been or will be purchased in accordance with the terms of the offer. As previously announced, all shares of Varsity common stock not tendered and purchased in the offer will be acquired in a subsequent second-step merger transaction at the same $18.90 per share price. The merger is currently expected to occur on or about July 25, 1997. Jeffrey Webb, Riddell's newly appointed Vice-Chairman and President and Chief Operating Officer of Varsity, stated, "Varsity's employees and I are excited about the merger with Riddell and look forward to working towards realization of the companies' many cross-selling and growth opportunities." David Mauer, President and Chief Executive Officer of Riddell, said, "This merger brings together the industry leaders in football and cheerleading. Together we have a direct sales force that is uniquely positioned to service the athletic, spirit and booster organiza- tions in over 40,000 schools. We appreciate the fine record of performance that Jeff and his team have delivered for many years and expect that by working together we can accelerate our growth." Riddell Sports Inc. sells sporting goods products and services for football and other sports. The Company is the world's leading manufacturer and reconditioner of football helmets and shoulder pads. The Company sell its sporting goods products (including mini-and full-size helmets made for display purposes for collectors) under the Riddell(R) and Pro-Edge(R) brands and provides reconditioning services under the Riddell/All-American name. The Company also licenses the Riddell(R) and MacGregor(R) trademarks for use on athletic footwear, leisure apparel and sports equipment. Varsity is the leading supplier of cheerleader and dance team uniforms and accessories to youth, junior high, high school and college markets; Varsity is also the largest operator of cheerleading and dance team camps in the U.S. # # # -----END PRIVACY-ENHANCED MESSAGE-----