-----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, Dc2iKuKTryCOwOT4qL5aQZQ1U3VEWggxhYFTJr4P/vShEOA1K2fUrBCAXceBbonC JBtNH5l2P+kkLPubTfjqyg== 0000927025-00-000005.txt : 20000202 0000927025-00-000005.hdr.sgml : 20000202 ACCESSION NUMBER: 0000927025-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000113 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24450 FILM NUMBER: 506880 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 8-K 1 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) January 13, 2000 RAWLINGS SPORTING GOODS COMPANY, INC. (Exact name of Registrant as specified in its charter) Delaware 0-24450 43-1674348 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) Incorporation) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 349-5000 (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On January 13, 2000, the Company issued a press release confirming the failure of negotiations with Bull Run Corporation concerning the possible acquisition of the Company by an investor group led by Bull Run. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None (b) PRO FORMA FINANCIAL INFORMATION: None (c) EXHIBITS: 99 The Company's press release dated January 13, 2000, regarding the failure of negotiations with Bull Run Corporation. 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. RAWLINGS SPORTING GOODS COMPANY, INC. Date: January 13, 2000 By: /s/ Michael L. Luetkemeyer Michael L. Luetkemeyer Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE 99 The Company's press release dated January 13, 2000, regarding the failure of negotiations with Bull Run Corporation. EX-99 2 FOR IMMEDIATE RELEASE CONTACT: Michael L. Luetkemeyer Chief Financial Officer (636) 349-3500 RAWLINGS CONFIRMS FAILED ACQUISITION TALKS WITH BULL RUN CORPORATION Fenton, Missouri, January 13, 2000 -- Rawlings Sporting Goods Company, Inc. (NASDAQ/NMS:RAWL) confirmed today that, as part of its recently concluded exploration of strategic alternatives, it had extensive discussions with Bull Run Corporation (NASDAQ/NMS:BULL) concerning the possible acquisition of Rawlings by an investor group led by Bull Run at prices ranging from a high of $13.25 per share to a low of $10 per share. Rawlings said that just last week the Finance Committee of its Board of Directors had offered to waive the restrictions contained in a standstill agreement between the two companies and to remove all other structural impediments in order to allow Bull Run and its co-investors to make a cash tender offer at $10 per share for all outstanding Rawlings shares, provided that the offer be completed within 45 days, that the holders of at least a majority of the outstanding shares accept the offer and that the offer contain a commitment on Bull Run's part to do a follow-up cash merger at the same price. The Finance Committee's offer was also subject to other conditions, including that if Bull Run's tender offer was unsuccessful for any reason, its two designees on Rawlings board would resign, the existing standstill agreement between the two companies would remain in effect and Bull Run would surrender the warrant it currently holds to buy an additional 925,000 Rawlings shares in exchange for Rawlings' agreement to forgive the balance of the warrant's purchase price. Bull Run declined to accept the Finance Committee's proposal before an agreed upon deadline. Rawlings also said that, pursuant to a resolution unanimously approved late last week by Rawlings' Board of Directors, including Bull Run's two representatives on the Board, the acquisition talks between the two companies would cease and Rawlings would continue to focus on implementing its business plan and improving its operating results. Finally, Rawlings said that it would have no further comment on its talks with Bull Run or on any other aspect of its recently concluded review of strategic alternatives. # # # -----END PRIVACY-ENHANCED MESSAGE-----