-----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, PNpexak7+dsKiDOdyD9Ftr00aPUT8firv7GuIp2qEIcX5giEFKY8XxZEyhvq55CO I9nSO3anQQByeE7rkclE1w== 0000950134-02-011508.txt : 20020920 0000950134-02-011508.hdr.sgml : 20020920 20020920105146 ACCESSION NUMBER: 0000950134-02-011508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020919 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020920 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: 1934 Act SEC FILE NUMBER: 000-24450 FILM NUMBER: 02768311 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 c71939e8vk.txt FORM 8-K 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) September 19, 2002 RAWLINGS SPORTING GOODS COMPANY, INC. ------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-24450 43-1674348 - --------------------------------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S.Employer Identification No.) Incorporation)
1859 Intertech Drive, Fenton, Missouri 63026 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (636) 349-3500 -------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On September 19, 2002, the Company issued a press release regarding the Company's agreement with Tyco International, the successor company to Figgie International, Inc., Rawlings' former parent, to terminate the tax sharing agreement between the two companies. A copy of the press release is attached as Exhibit 99. 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 Company press release, dated September 19, 2002, regarding the termination of a tax sharing agreement. 2 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: September 19, 2002 By: /s/ Stephen M. O'Hara --------------------------------- Stephen M. O'Hara, Chairman of the Board and Chief Executive Officer 3 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 99 Company press release, dated September 19, 2002, regarding the termination of a tax sharing agreement.
4 EX-99 3 c71939exv99.txt PRESS RELEASE DATED SEPTEMBER 19, 2002 EXHIBIT 99 RAWLINGS ANNOUNCES SETTLEMENT OF TAX SHARING AGREEMENT INCREASING BOOK VALUE PER SHARE BY ABOUT $1 PER SHARE Fenton, Missouri, September 19, 2002 - Rawlings Sporting Goods Company, Inc. (NASDAQ: RAWL) announced today that it has executed an agreement with Tyco International, the successor company to Figgie International, Inc., Rawlings' former parent, to terminate the tax sharing agreement between the two companies. The tax sharing agreement was established in 1994 when Figgie divested itself of Rawlings through a public offering of common stock. The tax sharing agreement provided for Figgie to share in certain possible future tax benefits, which resulted in Rawlings recording a long-term liability. Rawlings and Tyco have agreed to terminate the tax sharing agreement in return for a $1.0 million payment from Rawlings to Tyco, payable in two equal $500,000 installments in November, 2002 and May, 2003. As a result of the settlement, Rawlings is relieved of its long-term tax sharing liability. The elimination of this long-term liability for Rawlings is expected to add approximately $8.3 million to existing Rawlings shareholders' equity, or roughly $1 per share. Commenting on the agreement, Bill Lacey, Rawlings CFO noted, "We are delighted that in resolving this agreement we are able to improve the book value of our company as well as our long term cash flow, while also making it easier for investors to analyze Rawlings balance sheet." Continuing on, Mr. Lacey noted, "The transaction is not an income statement item but solely a balance sheet transaction. We expect to announce our fiscal year 2002 final results in October. Consistent with prior guidance, we continue to expect a significant earnings improvement in our fourth quarter ending August 31, 2002, as compared to fourth quarter fiscal year 2001, yielding a significant earnings increase for all of fiscal year 2002." Rawlings is a leading marketer and manufacturer of baseball equipment and other sporting goods in the United States. Rawlings is the official baseball of Major League Baseball, Minor League Baseball and the NCAA College World Series. Over half of Major League players use a Rawlings' glove, including such stars as Derek Jeter, Alex Rodriguez, Nomar Garciaparra, Ken Griffey, Jr., and Pedro Martinez. Over one third of Major League players use a Rawlings bat. Eight Major League teams also wear Rawlings uniforms. Certain information contained in this press release are forward looking statements that involve risks and uncertainties such as the Company's plans to achieve targeted sales and gross margin increases, reduce expenses through various actions, improve operating income, increase EBITDA and earnings per share, and execute new plans successfully. It is important to note that actual results could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, changes in customer buying patterns, a general economic slowdown, lower retail sell rates for the Company's products, changes in the Company's financial position, a dramatic increase in raw materials prices such as leather and changes in the competitive environment. Other risks and uncertainties are detailed from time to time in the Company's SEC filings, including the Company's Report on Form 10-K filed for the year ended August 31, 2001. -----END PRIVACY-ENHANCED MESSAGE-----