-----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, QXGrBma2kennOZOnpA+CSNaBKo+tqa6Y6H/y2gYX8SKz3bOl9AAIfNeC6oHlZdPD GPOipC+2KEIjZpQnwQJgaA== 0000950172-97-000614.txt : 19970626 0000950172-97-000614.hdr.sgml : 19970626 ACCESSION NUMBER: 0000950172-97-000614 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970625 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: 97629673 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. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Amendment No. 5 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 25, 1997, Parent and the Company mailed a letter (which included a duplicate copy of the Offer to Purchase) to the remaining shareholders of the Company in order to comply with certain notice requirements of the Tennessee Business Corporation Act. A copy of the letter is filed herewith as exhibit (d)(15) and is incorporated herein by reference. As previously announced, all Shares not tendered and purchased in the Offer will be acquired in the Merger at the same $18.90 per Share price. The Merger is currently expected to occur on or about July 25, 1997. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (d)(15) Form of letter sent to remaining shareholders of the Company. 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 25, 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 25, 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 25, 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 25, 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 25, 1997 GREGORY C. WEBB By: /s/ Gregory C. Webb ---------------------------- EXHIBIT INDEX Exhibit No.: Description: ------- ----------- (d)(15) Form of letter sent to remaining shareholders of the Company. EX-99 2 EXHIBIT (D)(15) - FORM OF LETTER [RIDDELL LOGO] [VARSITY LOGO] To the Holders of Common Stock of Varsity Spirit Corporation: On June 19, 1997, Cheer Acquisition Corp. ("Cheer Acquisition"), a wholly-owned subsidiary of Riddell Sports Inc. ("Riddell"), completed its cash tender offer for all outstanding shares of common stock of Varsity Spirit Corporation ("Varsity") at a price of $18.90 per share. A total of 4,511,415 Varsity shares, or approximately 98.6% of Varsity's presently outstanding shares, were purchased pursuant to the offer. As you may know, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 5, 1997, by and among Riddell, Cheer Acquisition and Varsity, all shares of Varsity common stock not tendered and purchased in the offer will be acquired in a subsequent second-step merger transaction (the "Merger") at the same $18.90 per share price. The Merger is currently expected to occur on or about July 25, 1997. Because Cheer Acquisition owns more than 90% of the outstanding shares, under the Tennessee Business Corporation Act (the "TBCA") no vote is required by the shareholders of Varsity for the Merger to become effective. As a result of the Merger, Varsity will become a wholly-owned subsidiary of Riddell. Pursuant to the terms of the Agreement and Plan of Merger, each Varsity share outstanding immediately prior to the effective time of the Merger not owned by Cheer Acquisition will be converted into the right to receive $18.90 per share in cash, without interest. A copy of the Offer to Purchase, which includes information about the Merger, is enclosed herewith. In accordance with the requirements of Section 48-21-105 of the TBCA, a copy of the Agreement and Plan of Merger is enclosed herewith as Annex I to the Offer to Purchase. A holder of Varsity shares may have dissenters' rights in connection with the Merger. If such dissenters' rights are available, shareholders may receive the fair value of their shares as determined by a court of law upon compliance with Sections 48-23-101 through 48-23-302 of the TBCA. The value of the shares so determined could be more or less than the $18.90 per share to be received in the Merger. Such dissenters' rights are described on pages 31 and 32 of the Offer to Purchase. In addition, a copy of TBCA Section 48-23-102 is included as Annex VII to the Offer to Purchase. In view of the complexities of TBCA Sections 48-23-101 through 48-23-302, shareholders who are considering pursuing their dissenters' rights, if any, may wish to consult with legal counsel. We anticipate that Union Planters will be designated as paying agent (the "Paying Agent") to process the surrender of share certificates for cash pursuant to the Merger. Following the consummation of the Merger, former Varsity shareholders will be sent a letter of transmittal for use in surrendering certificates representing these shares so as to receive the $18.90 per share Merger consideration. Accordingly, please do not send the Paying Agent your Varsity shares until you receive the Letter of Transmittal. Thank you for your support. Very truly yours, /s/ David Mauer /s/ Jeffrey Webb David Mauer Jeffrey Webb -----END PRIVACY-ENHANCED MESSAGE-----