-----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, Rk8Wr3nM7oPAHFzKmc8YGwpngEcwyQYVZdKMk2h4tLbn6IEIXI8zDADcX9J6mj8I eAjSsvQtwuzmL5oHh6TEYQ== 0000950172-97-000707.txt : 19970728 0000950172-97-000707.hdr.sgml : 19970728 ACCESSION NUMBER: 0000950172-97-000707 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970725 SROS: NONE GROUP MEMBERS: CHEER ACQUISITION CORP. GROUP MEMBERS: RIDDELL SPORTS INC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43913 FILM NUMBER: 97645232 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: RIDDELL SPORTS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 3RD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128264300 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 6 - FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 6 (FINAL AMENDMENT) Under the Securities Exchange Act of 1934 _______________ Varsity Spirit Corporation (Name of Subject Company) Riddell Sports Inc. Cheer Acquisition Corp. (Bidders) _______________ Common Stock, par value $.01 per share (Title of Class of Securities) _______________ 922294 10 3 (CUSIP Number of Class of Securities) _______________ LISA MARRONI, ESQ. COPY TO: GENERAL COUNSEL SHELDON S. ADLER, ESQ. RIDDELL SPORTS INC. SKADDEN, ARPS, SLATE, MEAGHER 900 THIRD AVENUE & FLOM LLP NEW YORK, NEW YORK 10022 919 THIRD AVENUE (212) 826-4300 NEW YORK, NEW YORK 10022 (212) 735-3000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) CUSIP No. 922294 10 3 1 NAME OF REPORTING PERSON: CHEER ACQUISITION CORP. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( ) (b)( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS REQUIRED ( ) PURSUANT TO ITEMS 2(e) OR 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF TENNESSEE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,574,566 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES ( ) CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 100% 10 TYPE OF REPORTING PERSON: CO CUSIP No. 922294 10 3 1 NAME OF REPORTING PERSON: RIDDELL SPORTS INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 22-2890400 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( ) (b)( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS REQUIRED ( ) PURSUANT TO ITEMS 2(e) OR 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF TENNESSEE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,574,566 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES ( ) CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 100% 10 TYPE OF REPORTING PERSON: CO Riddell Sports Inc., a Delaware corporation ("Parent"), and Cheer Acquisition Corp., a wholly owned subsidiary of Parent and a Tennessee corporation (the "Purchaser"), hereby amend and supplement their Statement on Schedule 13D (the "Schedule 13D") filed with the Commission on May 12, 1997 in connection with the tender offer disclosed in their Tender Offer Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on May 12, 1997 with respect to the Purchaser's offer to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Varsity Spirit Corporation, a Tennessee corporation (the "Company"), at a price of $18.90 per Share, net to the seller in cash, without interest thereon. This amendment constitutes the final amendment with respect to the Schedule 13D. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 5. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following information: On July 25, 1997 the Company was merged (the "Merger") with and into the Purchaser; as a direct result of the Merger, the Company became a wholly-owned subsidiary of Parent. Immediately prior to the Merger, the Purchaser owned approximately 98.6% of the outstanding Shares. Because the Purchaser owned more than 90% of the outstanding Shares, under Tennessee law no vote or other action was required by the shareholders of the Company for the Merger to become effective. Pursuant to the terms of the Merger Agreement, each remaining Share has been converted into the right to receive $18.90 per share, net to the holder in cash, without interest. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 25, 1997 CHEER ACQUISITION CORP. By: /s/ David Groelinger Name: David Groelinger Title: Vice President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 25, 1997 RIDDELL SPORTS INC. By: /s/ David Groelinger Name: David Groelinger Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----