<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
RIDDELL SPORTS INC.
______________________
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
______________________________
(Title of Class of Securities)
765670-10-4
_____________
(CUSIP Number)
Robert E. Nederlander
810 Seventh Avenue - 12th Floor
New York, New York 10019
__________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 1, 1996
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX: / /
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT: / /
THIS AMENDMENT NO. 2, TOGETHER WITH ATTACHMENT NO. 1 HERETO WHICH IS
INCORPORATED HEREIN BY REFERENCE, RESTATES THE ENTIRE TEXT OF SCHEDULE
13D TO WHICH THIS FILING RELATES, AS REQUIRED BY RULE 101(a)(2)(ii) OF
REGULATION S-T.
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 2 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. M.L.C. PARTNERS LIMITED PARTNERSHIP
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 13-3507237
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER None
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 830,281
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 3 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. ROBERT HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-2991917
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER None
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 830,281
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 4 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. QEN, INC.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-2826611
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 50,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 50,000
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 5 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. ROBERT NEDERLANDER
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 3,638,382
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 1,692,237
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,638,382
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 6 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. R.E.R. CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-276-7825
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 24,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 529,364
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 7 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. JOHN MCCONNAUGHY, JR.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 69,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 721,808
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,808
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 8 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. JEMC CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 24,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 529,364
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 9 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. DAVID MAUER
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 232,759
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 289,025
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,025
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 10 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. DAN COUGILL
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 75,475
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 85,177
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,177
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 11 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LENNY CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 13-3970019
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC,00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 47,288
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 299,776
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 666,667
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,443
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 12 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LEONARD TOBOROFF,
P.C. DEFINED BENEFIT PLAN
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 6,250
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 118,611
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,611
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 13 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LEONARD TOBOROFF
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 162,395
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 713,836
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 666,667
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,390,503
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 amends Schedule 13D filed on February 15, 1994 (the
"Schedule 13D") by M.L.C. Partners Limited Partnership, a Delaware limited
partnership ("MLC") and its three general partners, partner, Robert Holdings,
Inc., a Michigan corporation ("Robert Holdings"), Lenny Corp., a Delaware
corporation ("Lenny Corp.") and Financial Trustees, Inc., a Florida corporation
("FTI"), and QEN, Inc., a Michigan corporation ("QEN"), Robert E. Nederlander
("Nederlander") and John McConnaughy, Jr. ("McConnaughy"), relating to the
common stock (the "Common Stock"), par value $.01 per share (the "Shares") of
Riddell Sports Inc. (the "Company"), as amended by amendment number 1
("Amendment No.1") to Schedule 13D filed August 15, 1995 by MLC, Robert
Holdings, QEN, Nederlander, McConnaughy, Lenny Corp., Leonard Toboroff, P.C.
Defined Benefit Plan, a pension plan intended to be qualified pursuant to
Section 401(a) of the Internal Revenue Code of 1986, as amended ("Benefit
Plan"), Leonard Toboroff ("Toboroff"), JEMC Corp., a Delaware corporation
("JEMC"), RER Corp., a Michigan corporation ("RER"), David Mauer ("Mauer"), Dan
Cougill ("Cougill") and FTI.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
This Statement is being filed by MLC, its general partner, Robert Holdings,
and also Lenny Corp., Benefit Plan, JEMC, QEN, RER, Nederlander, McConnaughy,
Toboroff, Mauer and Cougill. MLC, Robert Holdings, RER, Lenny Corp., Benefit
Plan, JEMC, QEN, Nederlander, McConnaughy, Toboroff, Mauer and Cougill are
hereinafter sometimes collectively referred to as the "Reporting Persons."
The principal business of MLC is holding the securities of the Company and
the address of its principal business is c/o Robert E. Nederlander, 810 Seventh
Avenue-21st Floor, New York, New York 10019.
The principal business of Robert Holdings is acting as general and limited
partner of MLC. Its principal business address is c/o Robert E. Nederlander,
810 Seventh Avenue-21st Floor, New York, New York 10019.
The principal business of Lenny Corp. is investing. Its principal
business address is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801.
The principal business of Benefit Plan is to provide retirement income
for the employees of Leonard Toboroff, P.C., the sole employee of which is
Toboroff. Its principal business address is c/o Leonard Toboroff, 1125 Fifth
Avenue, New York, New York 10029.
The principal business of RER is investing. Its principal business address
is c/o Robert E. Nederlander, 810 Seventh Avenue-21st Floor, New York, New York
10019.
The principal business of JEMC is investing. Its principal business
address is 1011 High Ridge
-14-
<PAGE>
Road, Stamford, Connecticut 06905.
The principal business of QEN is investing. Its principal business address
is c/o Robert E. Nederlander, 810 Seventh Avenue-21st Floor, New York, New York
10019.
The principal business of McConnaughy is as an investor. His principal
business address is c/o JEMC Corp., 1011 High Ridge Road, Stamford, Connecticut
06905. McConnaughy is a United States citizen.
The principal business of Nederlander is as president of Nederlander
Organization Inc., which is engaged in the theatrical business. His principal
business address is 810 Seventh Avenue-21st Floor, New York, New York 10019.
Nederlander is a United States citizen.
The principal business of Toboroff is as an investor. His principal
business address is 1125 Fifth Avenue, New York, New York 10128. Toboroff is a
United States citizen.
The principal business of Mauer is as Chief Executive Officer of the
Company. His principal business address is c/o Riddell Sports Inc., 900 Third
Avenue, New York, New York 10022. Mauer is a United States citizen.
The principal business of Cougill is as President and Chief Operating
Officer of the Company and also of the Company's wholly-owned subsidiary,
Riddell, Inc. His principal business address is c/o Riddell, Inc., 3670 North
Milwaukee Avenue, Chicago, Illinois 60641. Cougill is a United States citizen.
The names, business address, present principal occupation or employment and
address of any corporation or organization in which such employment is
conducted, of the executive officers and directors and controlling stockholders
of Robert Holdings, Lenny Corp., Benefit Plan, RER, JEMC and QEN are set forth
on Schedules A, B, C, D, E and F, attached hereto, respectively.
None of the Reporting Persons and, to the best knowledge of the Reporting
Persons, the persons set forth on Schedules A, B, C, D, E and F attached hereto,
has during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended as follows:
This Amendment No. 2 to Schedule 13D is filed with respect to certain
stock options
-15-
<PAGE>
granted to Messrs. Cougill, Mauer, McConnaughy, Nederlander and
Toboroff pursuant to the Company's 1991 Stock Option Plan, more fully described
in Item 4 of this Amendment No. 2 to Schedule 13D, which options are
exercisable within 60 days of this Amendment No. 2, and, therefore, are deemed
beneficially owned by such persons in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended ("Rule 13d-3(d)"). The options were
granted as incentive for the continued services of such persons as officers
and/or directors of the Company, and no funds were required in exchange for the
grant of such options.
Item 4. PURPOSE OF TRANSACTION
Messrs. Cougill, Mauer, McConnaughy, Nederlander and Toboroff are
directors and/or officers of the Company. The Company has granted such persons
stock options under its 1991 Stock Option Plan to as incentives for their
continued services to the Company. Pursuant to their terms, certain of these
options vest within 60 days of filing this Amendment to Schedule 13D and,
pursuant to Rule 13d-3(d), such persons are deemed to beneficially own the
shares of Common Stock underlying such options. The options described below
were granted June 29, 1995 and became exercisable June 29, 1996 (other than the
options referred to herein and granted on February 1, 1994 to Mr. Cougill, which
became exercisable February 1, 1996). The shares of Common Stock underlying
these options are now deemed beneficially owned by such Reporting Persons and
are reported herein. None of the options has been exercised by such Reporting
Persons.
Accordingly, this Amendment No. 2 amends the Schedule 13D to include the
beneficial ownership by the Reporting Persons of the following number of shares
of Common Stock underlying options exercisable within 60 days:
EXERCISE PRICE
NAME NUMBER OF SHARES PER SHARE
- ----- ---------------- -------------------
Dan Cougill 37,500 $2.56
David Mauer 60,000 $3.63 (average)
50,000 $2.00
John McConnaughy 15,000 $2.00
Robert Nederlander 15,000 $2.00
Leonard Toboroff 15,000 $2.00
In April 1996 the Board of Directors resolved, subject to the affirmative
vote of a majority of the stockholders to be sought at the Company's Annual
Meeting of Stockholders expected to be held June 27, 1996, to make fixed, annual
grants of options to acquire 7,500 shares of Common Stock to directors other
than a director who is also the Company's Chief Executive Officer. Mr.
-16-
<PAGE>
McConnaughy, Nederlander and Toboroff, directors of the Company, qualify to
receive such annual grants of options. Assuming the requisite stockholder
approval is obtained, the first such annual grant will be made in June 1996.
Options granted to directors under the Company's 1991 Stock Option Plan vest in
full one year after grant and, in the discretion of the Board, immediately upon
the occurrence of a change in control of the Company, and are exercisable for
five years after grant.
As a result of the vesting of the options described above, the Reporting
Persons beneficially own an aggregate of 3,972,158 Shares. By virtue of the
foregoing, the Reporting Persons may be deemed to exercise control over the
management and affairs of the Company
The Reporting Persons intend to review their investment in the Company on a
continuing basis and reserve the right to acquire additional shares of Common
Stock in the open market or in privately negotiated transactions or otherwise,
to maintain their holdings at current levels or to sell all or a portion of
their holdings in the open market or in privately negotiated transactions or
otherwise. Any such actions will depend upon, among others, on the availability
of shares of Common Stock for purchase at satisfactory price levels; the
continuing evaluation of the Company's business, financial conditions,
operations and prospects; general market, economic and other conditions; the
relative attractiveness of alternative business and investment opportunities;
the availability of financing; the actions of the management and other future
developments. If the Reporting Persons decide to exercise the options, they may
dispose of the underlying Common Stock in the open market, in privately
negotiated transactions or otherwise, depending upon the same factors.
Except as otherwise set forth above in this Item 4, the Reporting Persons
have no present plans or prospects which relate to or would result in any of the
actions described in parts (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on the most recent publicly available filing with the Securities
and Exchange Commission there are 8,067,985 shares of Common Stock issued and
outstanding. MLC is the direct beneficial owner of 830,281 Shares (all of which
are subject to a Voting Trust expiring 2001 (the "Voting Trust") pursuant to
which Mr. Nederlander is Voting Trustee), representing 10.2% of the outstanding
shares of Common Stock. Robert Holdings may be deemed to beneficially own
830,281 Shares as the general partner of MLC. A copy of the Voting Trust was
filed as Exhibit 3 to the Schedule 13D and is incorporated by reference herein.
QEN beneficially owns 50,000 Shares, representing less than 1% of the
currently issued and outstanding shares of Common Stock.
RER beneficially owns 529,364 Shares, representing 6.6% of the currently
issued and outstanding shares of Common Stock.
-17-
<PAGE>
JEMC beneficially owns 529,364 Shares, representing 6.6% of the currently
issued and outstanding shares of Common Stock.
McConnaughy beneficially owns, individually and as the sole stockholder of
JEMC, 721,808 Shares (of which 147,444 are subject to the Voting Trust),
representing 8.9% of the currently issued and outstanding shares of Common
Stock.
Nederlander beneficially owns (i) individually and as controlling
stockholder of Robert Holdings, RER and QEN, 1,692,237 Shares (of which
1,026,873 are subject to the Voting Trust) and (ii) an additional 1,946,145
Shares, as voting trustee under the Voting Trust and pursuant to the
Stockholders' Agreement (defined below) (3,638,382 Shares in the aggregate),
representing 44.2% of the currently issued and outstanding shares of Common
Stock.
Lenny Corp. beneficially owns 966,443 Shares (of which 666,667 are pledged
to Bestin Worldwide Limited, a British Virgin Islands Company ("Bestin")
pursuant to a Pledge Agreement dated as of August 10, 1995 among Toboroff, Lenny
Corp., and Joy Toboroff (the "Pledge Agreement"), representing 12.0% of the
currently issued and outstanding shares of Common Stock. A copy of the Pledge
Agreement was attached as Exhibit 10 to Amendment No. 1 and is incorporated
herein by reference.
Benefit Plan beneficially owns 118,611 Shares, representing 1.5% of the
currently issued and outstanding shares of Common Stock.
Toboroff beneficially owns, individually, as sole stockholder of Lenny
Corp. and as beneficiary under the Benefit Plan, 1,390,503 Shares, representing
16.9% of the currently issued and outstanding shares of Common Stock.
Mauer beneficially owns 289,025 Shares, representing 3.5% of the currently
issued and outstanding shares of Common Stock.
Cougill beneficially owns 85,177 Shares, representing 1.0% of the currently
issued and outstanding shares of Common Stock.
(b) Nederlander, pursuant to the Voting Trust, has sole power to vote all
of the Shares owned by MLC and all of the Shares subject to the Voting Trust
owned by Nederlander and McConnaughy (as set forth in Item 5(a) above).
Pursuant to a Stockholders' Agreement dated August 14, 1995 by and among
Robert Nederlander, as voting trustee under the Voting Trust Agreement, Cougill,
Lenny Corp., JEMC, RER, Mauer, Benefit Plan, and Toboroff (a copy of which was
filed as Exhibit 12 to Amendment No. 1 and is incorporated herein by
reference), Cougill, Lenny Corp, JEMC, Mauer, RER, Toboroff and Benefit Plan
have agreed to vote certain Shares beneficially owned by them, and not subject
to the Voting Trust, as Nederlander, as the voting trustee under the Voting
Trust, votes those Shares held
-18-
<PAGE>
pursuant to the Voting Trust. As a result thereof, Nederlander has sole
voting power of all of the shares of Common Stock currently held by the
Reporting Persons pursuant to the Stockholders' Agreement (1,798,701 Shares
in the aggregate). The Shares underlying the options reported herein are not
subject to the Stockholders' Agreement.
Robert Holdings, as the sole general partner of MLC, has the power to
dispose of the Shares owned by MLC in accordance with the terms of the Amended
Agreement of Limited Partnership dated as of December 15, 1987 (the
"Partnership Agreement"). A copy of the Partnership Agreement was filed as
Exhibit 2 to the Schedule 13D and is incorporated by reference herein. A copy
of the amendment to the Partnership Agreement was attached as Exhibit 11 to
Amendment No. 1 and is incorporated herein by reference.
With respect to the Shares subject to the Voting Trust beneficially owned
by McConnaughy and Nederlander, each has sole dispositive power, as long as such
Shares remain subject to the Voting Trust. With respect to all other Shares,
including the Shares subject to the Stockholders' Agreement, each of the
Reporting Persons has sole dispositive power; except that Lenny Corp. and
Bestin share dispositive power with respect to 666,667 Shares beneficially owned
by Lenny Corp. and pledged to Bestin pursuant to the Pledge Agreement.
(c) None. Options were granted in September 1995 to Mr. Cougill under the
1991 Stock Option Plan to acquire 15,000 Shares, as described
in Item 6.
(d) None.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended as follows:
The Voting Trust provides that all of the parties thereto deposit with the
Voting Trustee (as defined therein) all of the shares of Common Stock owned by
the respective holder. The Voting Trustee has the full and unqualified power to
vote for every purpose and to consent to any corporate act of the Company,
except that the Voting Trustee has no right to sell, transfer, pledge, encumber
or otherwise dispose of any of the shares of Common Stock. The Voting Trustee
must pay to the holder of each Voting Trust Certificate (as defined therein) all
amounts, if any, received by the Voting Trustee as cash dividends or other
payments upon the number of shares of Common Stock represented by the Voting
Trust Certificate. The Voting Trust's term is until the sooner to occur of (i)
the expiration of 10 years from the date it was entered into, or (ii) the date
the Voting Trustee, the parties thereto and the Company mutually agree in
writing.
In connection with their withdrawals as partners from MLC, certain parties
received a
-19-
<PAGE>
distribution of their respective ownership interests in a Warrant to
acquire an aggregate of 150,000 shares of the Company's Common Stock (the
"Warrant"). The Warrant (a copy of which was filed as Exhibit 4 to the Schedule
13D and is incorporated by reference herein), was delivered to MLC in
consideration for the extension until October 1996 of a Subordinated Secured
Term Note due October 31, 1993 in the original principal amount of $2 million.
Certain of the withdrawing partners in turn sold their respective interests in
the Warrant to the Reporting Persons pursuant to (i) a Purchase Agreement dated
as of August 9, 1995, previously filed as Exhibit 14 to Amendment No. 1 and
incorporated herein by reference, among RER, Lenny Corp., JEMC, Mauer and
Cougill (collectively, the "Purchasers") on the one hand and Bar-on-Helford, a
Netherlands corporation, on the other hand and (ii) a Purchase Agreement dated
August 9, 1995 previously filed as Exhibit 15 to Amendment No. 1 and
incorporated herein by reference, among the Purchasers on the one hand and FTI
on the other hand. Additionally, Lenny Corp. and Benefit Plan received a
distribution from MLC of their respective interests in the Warrant on August 9,
1995. A form of a warrant was attached as Exhibit 13 to Amendment No. 1 and is
incorporated herein by reference. The Warrant, as owned by MLC, together with
the other warrants described in this Item 6 are collectively referred to herein
as the "Warrants."
Pursuant to the Warrants, the Reporting Persons may purchase up to 150,000
shares of Common Stock of the Company between January 26, 1994 and January 26,
1999. The exercise price is the closing price reported by NASDAQ on December
15, 1993 ($2.44) or such other price as required pursuant to certain adjustments
contained therein. Under certain circumstances the Company has the right to
redeem any Warrant in its entirety at a price of 100% of the current fair market
value of the Common Stock multiplied by the number of shares of Common Stock
underlying the Warrant. In the event that the Warrant held by MLC is exercised,
the Common Stock issued thereby is subject to the terms and provisions of the
Voting Trust. The Warrant is only transferable with the prior written consent
of the Company.
The Company has also issued stock options to Messrs. Nederlander,
McConnaughy, Toboroff, Mauer and Cougill under the Company's 1991 Stock Option
Plan (the "Plan"). On September 22, 1991, the Company entered into a Stock
Option Agreement under the Plan with each of Nederlander, McConnaughy and
Toboroff (the "1991 Stock Option Agreements"), whereby Nederlander and Toboroff
were issued non-qualified options to purchase 15,000 shares of Common Stock with
an exercise price per share of $8.00. The options are fully exercisable and
have a five-year term. The options may not be exercised unless the holder is a
director, employee or representative of the Company. The exercise price is
subject to adjustment in the event of certain events, including, but not limited
to, recapitalizations, mergers and stock splits. The 1991 Stock Option
Agreement with Nederlander was filed as Exhibit 5 to the Schedule 13D and is
incorporated herein by reference. The stock option agreements with Toboroff and
McConnaughy are identical to Nederlander's 1991 Stock Option Agreement in all
respects.
On May 26, 1992, the Company entered into a Stock Option Agreement under
the Plan with each of Nederlander and Toboroff (the "1992 Stock Option
Agreements"), whereby Nederlander and Toboroff were issued non-qualified options
to purchase 41,000 shares of Common Stock with an
-20-
<PAGE>
exercise price per share of $10.75. The options are fully exercisable and
expire on May 25, 1999. The options may not be exercised unless the holder
is a director, employee or representative of the Company. The exercise price
is subject to adjustment in the event of certain events, including, but not
limited to, recapitalizations, mergers and stock splits. The 1992 Stock
Option Agreements with Nederlander and Toboroff are identical to
Nederlander's 1991 Stock Option Agreement (filed as Exhibit 5 to the Schedule
13D) in all respects, other than number of Shares subject to the option,
exercise price and term.
On March 25, 1993, the Company entered into a Stock Option Agreement under
the Plan with Mauer (the "Mauer Stock Option Agreement"), whereby Mauer was
issued non-qualified options to purchase 300,000 shares of Common Stock with an
exercise price per share of (i) $4.00 for 200,000 shares, (ii) $3.625 for 88,000
shares and (iii) $3.25 for 12,000 shares. As of May 1, 1996, 180,000 options
were fully exercisable. The options become immediately and fully exercisable
upon a change in control (as defined) of the Company. The options expire on
March 25, 2003. If Mauer is no longer employed by the Company, the options
expire, depending upon the circumstances of his termination, between 30 days and
twelve months from the date of termination. The exercise price is subject to
adjustment in the event of certain events, including, but not limited to,
recapitalizations, mergers and stock splits. The Mauer Stock Option Agreement,
as amended, was filed as Exhibit 17 to Amendment No. 1 and is incorporated by
reference herein.
On February 1, 1994, the Company entered into a Stock Option Agreement
under the Plan with Cougill (the "Cougill Stock Option Agreement"), whereby
Cougill was issued non-qualified options to purchase 75,000 shares of Common
Stock with an exercise price per share of $2.5625. The Options are fully
exercisable. The options expire on February 1, 1999. If Cougill is no longer
employed by the Company, the options expire, depending upon the circumstances
of his termination, between 30 days and twelve months from the date of
termination. The exercise price is subject to adjustment in the event of
certain events, including but not limited to, recapitalizations, mergers and
stock splits. The options become immediately and fully exercisable upon a
change in control (as defined) of the Company. The Cougill Stock Option
Agreement was filed as Exhibit 18 to Amendment No. 1 and is incorporated by
reference herein.
On August 25, 1994, the Company entered into a Stock Option Agreement under
the Plan with each of Nederlander, Toboroff and McConnaughy (the "1994 Stock
Option Agreement"), whereby each of them was issued non-qualified options to
purchase 15,000 shares of Common Stock with an exercise price per share of
$2.625. The options are fully exercisable and expire on July 8, 1999. The
options may not be exercised unless the holder is an employee or representative
of the Company. The exercise price is subject to adjustment in the event of
certain events, including, but not limited to, recapitalizations, mergers and
stock splits. The 1994 Stock Option Agreement with Nederlander was attached as
Exhibit 19 to Amendment No. 1 and is incorporated by reference herein. The
1994 Stock Option Agreements with McConnaughy and Toboroff are identical to the
1994 Stock Option Agreement with Nederlander in all respects.
On June 29, 1995 the Company entered into a Stock Option Agreement under
the Plan with
-21-
<PAGE>
each of Nederlander, Toboroff and McConnaughy (the "1995 Stock Option
Agreements"), whereby each of them was issued nonqualified options to
purchase 15,000 shares of Common Stock with an exercise price of $2.00 per
share. The options are fully exercisable June 29, 1996 and expire on June
29, 2000. The options may not be exercised unless the holder is an employee,
director or representative of the Company. The exercise price is subject to
adjustment in the event of certain events, including, but not limited to,
recapitalizations, mergers and stock splits. The 1995 Stock Option Agreement
with Nederlander is attached hereto as Exhibit 21 and incorporated by
reference herein. The 1995 Stock Option Agreements with McConnaughy and
Toboroff are identical in all respects to the 1995 Stock Option Agreement
with Nederlander.
On June 29, 1995 the Company entered into a Stock Option Agreement under
the Plan with Mauer whereby he was issued a nonqualified option to purchase
50,000 shares of Common Stock with an exercise price per share of $2.00. Mr.
Mauer's Stock Option Agreement is identical in all respects to the 1995 Stock
Option Agreement with Mr. Nederlander, except for the number of shares of stock
underlying the option granted therein.
On September 28, 1995, Mr. Cougill was granted an option pursuant to the
Company's 1991 Stock Option Plan to acquire 15,000 shares of Common Stock at $3
3/8 per share. The option vests as to 25% of the shares on the first, second,
third and fourth anniversaries of the date of grant and is exercisable through
September 28, 2000. The option may not be exercised unless the holder is an
employee, director or representative of the Company. The exercise price is
subject to adjustment in the event of certain events, including, but not limited
to recapitalizations, mergers and stock splits. A copy of the Stock Option
Agreement with Mr. Cougill is attached as Exhibit 20 hereto and is incorporated
herein by reference.
The Stockholders' Agreement provides for, among other things, (i) the
release from the Voting Trust of the Shares (the "Released Shares") (x) acquired
by the Purchasers on August 9, 1995 in connection with the withdrawal of certain
partners from MLC and in a private transaction and (y) owned by Toboroff,
Benefit Plan or Lenny Corp. and (ii) the voting by each of the Purchasers,
Toboroff and Benefit Plan of the Released Shares as the Voting Trustee votes the
Shares held pursuant to the Voting Trust. The Stockholder's Agreement
terminates upon (i) the death of Nederlander, (ii) the transfer of the Released
Shares (other than a transfer to an Affiliate (as defined in the Stockholders'
Agreement)) with respect to the Released Shares so transferred or (iii) May 28,
2001.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are hereby filed as additional exhibits to the Schedule 13D:
Exhibit 6 Joint Filing Agreement dated May 9, 1996 by and among MLC, Robert
Holdings, RER, QEN, Nederlander, McConnaughy, JEMC, Mauer, Cougill,
Toboroff, Lenny Corp. and Benefit Plan.
-22-
<PAGE>
Exhibit 20 Stock Option Agreement dated September 28, 1995, between the
Company and Cougill.
Exhibit 21 Stock Option Agreement dated June 29, 1995 between the Company
and Nederlander.
Exhibit 22 Stock Option Agreement dated June 29, 1995 between the Company
and Mauer.
-23-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
MLC PARTNERS LIMITED
PARTNERSHIP
By: Robert Holdings, Inc.
Its: General Partner
by: /s/ Robert E. Nederlander
----------------------------
Robert E. Nederlander
President
-24-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
ROBERT HOLDINGS, INC.
By: /s/ Robert E. Nederlander
----------------------------
Robert E. Nederlander
President
-25-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
R.E.R. CORP.
By: /s/ Robert E. Nederlander
----------------------------
Robert E. Nederlander
President
-26-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
QEN, INC.
By: /s/ Robert E. Nederlander
----------------------------
Robert E. Nederlander
President
-27-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
/s/ Robert E. Nederlander
----------------------------
Robert E. Nederlander
-28-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
JEMC CORP.
By: /s/ John McConnaughy, Jr.
----------------------------
John McConnaughy, Jr.
President
-29-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
/s/ John McConnaughy, Jr.
--------------------------------
John McConnaughy, Jr.
-30-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
LENNY CORP.
By: /s/ Leonard Toboroff
----------------------------
Leonard Toboroff
President
-31-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
LEONARD TOBOROFF, P.C.
DEFINED BENEFIT PLAN
By: /s/ Leonard Toboroff
----------------------------
Leonard Toboroff
Trustee
-32-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
/s/ Leonard Toboroff
----------------------------
Leonard Toboroff
-33-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
By: /s/ David Mauer
----------------------------
David Mauer
-34-
<PAGE>
SIGNATURE
After reasonable 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: May 9, 1996.
/s/ Dan Cougill
----------------------------
Dan Cougill
-35-
<PAGE>
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF ROBERT HOLDINGS, INC.
Name and Position/Present Principal
Business Address Occupation or Employment
Robert E. Nederlander President,
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer
New York, New York 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the theatrical business.
Mr. Nederlander is a United States
citizen.
-36-
<PAGE>
Schedule B
DIRECTORS AND EXECUTIVE OFFICERS OF LENNY CORP.
Name and Position/Present Principal
Business Address Occupation or Employment
Leonard Toboroff President and Chief
c/o The Corporation Trust Company Executive Officer.
1209 Orange Street
Wilmington, Delaware 19801 Principal Occupation -- investing.
Mr. Toboroff is a United States
citizen.
-37-
<PAGE>
Schedule C
TRUSTEE OF LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN
Name and Position/Present Principal
Business Address Occupation or Employment
Leonard Toboroff Trustee
1125 Fifth Avenue
New York, New York 10128 Principal Occupation --
investing.
Mr. Toboroff is a United States
citizen.
-38-
<PAGE>
Schedule D
DIRECTORS AND EXECUTIVE OFFICERS OF R.E.R. CORP.
Name and Position/Present Principal
Business Address Occupation or Employment
Robert E. Nederlander President;
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer.
New York, New York 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which is
engaged in the theatrical business.
Mr. Nederlander is a United States
citizen
-39-
<PAGE>
Schedule E
DIRECTORS AND EXECUTIVE OFFICERS OF JEMC CORP.
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
John McConnaughy, Jr. President and Chief Executive
1011 High Ridge Road Officer.
Stamford, CT 06905
Principal Occupation --
investing.
Mr. McConnaughy is a United States
citizen.
-40-
<PAGE>
Schedule F
DIRECTORS AND EXECUTIVE OFFICERS OF QEN, INC.
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
Robert E. Nederlander President;
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer.
New York, New York 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which is
engaged in the theatrical business.
Mr. Nederlander is a United States
citizen.
-41-
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
6: Joint Filing Agreement dated May 8, 1996 by and
among MLC, Robert Holdings, RER, QEN, Nederlander,
McConnaughy, JEMC, Mauer, Cougill, Toboroff,
Lenny Corp. and Benefit Plan. 44
20: Stock Option Agreement dated September 28, 1995
between the Company and Cougill.
21: Stock Option Agreement dated June 29, 1995
between the Company and Nederlander.
22: Stock Option Agreement dated June 29, 1995
between the Company and Mauer.
-42-
<PAGE>
Exhibit 6
-43-
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons names below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Riddell Sports Inc. and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, hereby execute this
Agreement this 8th day of May, 1996.
M.L.C. PARTNERS LIMITED ROBERT HOLDINGS, INC.
PARTNERSHIP
By: /s/ Robert E. Nederlander
______________________
Robert Holdings, Inc. Robert E. Nederlander
Its: General Partner President
By: /s/ Robert E. Nederlander
_________________________
Robert E. Nederlander LENNY CORP.
President
By: /s/ Leonard Toboroff
______________________
LEONARD TOBOROFF, P.C. Leonard Toboroff
DEFINED BENEFIT PLAN President
/s/ Leonard Toboroff
_______________________
By: /s/ Leonard Toboroff Leonard Toboroff
_______________________
Leonard Toboroff
Trustee /s/ Robert E. Nederlander
_______________________
Robert E. Nederlander
/s/ David Mauer
_______________________
David Mauer /s/ John McConnaughy, Jr.
______________________
John McConnaughy, Jr.
/s/ Dan Cougill
_______________________
Dan Cougill
QEN, INC.
JEMC CORP. By: /s/ Robert E. Nederlander
_____________________
Robert E. Nederlander
By: /s/ John McConnaughty, Jr. President
______________________
John McConnaughy, Jr.
President
R.E.R. CORP.
By: /s/ Robert E. Nederlander
_____________________
Robert E. Nederlander
President
-44-
<PAGE>
Exhibit 20
RIDDELL SPORTS INC.
STOCK OPTION AGREEMENT
PURSUANT TO ITS 1991 STOCK OPTION PLAN
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT, made as of this 28th day of September 1995 by RIDDELL
SPORTS INC., a Delaware Corporation (hereinafter called the "Company"), and DAN
COUGILL (hereinafter called the "Holder"):
The Company has adopted a 1991 Stock Option Plan (the "Plan"), as
amended on August 20, 1992 and September 30, 1993. Said Plan, as it may
hereafter be amended and continued, is incorporated herein by reference and made
part of this Agreement.
The Compensation Committee of the Board of Directors (the "Board"),
which is charged with the administration of the Plan pursuant to Section 3
thereof, has determined that it would be to the advantage and interest of the
Company to grant the Option provided for herein to the Holder as an inducement
to remain in the service of the Company or one of its subsidiaries, and as an
incentive for increased efforts during such service.
NOW, THEREFORE, pursuant to the Plan, the Company with the approval of
the Compensation Committee of the Board hereby grants to the Holder effective
September 28, 1995, provided Holder is an employee in good standing on such
date, an Option to purchase all or any part of 15,000 shares of Common Stock of
the Company, par value $.01 per share, at a price per share equal to the closing
price reported on NASDAQ for the Company's Common Stock on September 28, 1995
($3 3/8) which price shall not be less than 85% of the fair market value of a
share of Common Stock on September 28, 1995 (the "Option"). The Option is
granted and upon the following terms and conditions:
1. BASIC PROVISIONS OF GRANT. The Option shall continue in force
through September 28, 2000 (the "Expiration Date"), unless sooner terminated as
provided herein and in the Plan. Subject to the provisions of the Plan, the
Option, shall become exercisable as to 25% of the number of shares originally
covered by such Option, upon the first anniversary of the date of grant of the
Option, and as to 25% of the number of shares originally covered by such Option
upon the second and third anniversaries of the date of grant of the Option, and
on the fourth anniversary of the date of grant of Option, shall become fully
exercisable. Such installments shall be cumulative, subject to the following:
(a) Except as provided hereinbelow, the Option may not be
exercised unless the Holder is then an employee (including officers and
directors who are employees), non-employee director, consultant, advisor, agent
or independent representative of the Company or any subsidiary of the Company or
any combination thereof and unless the Holder has remained in the continuous
employ or service thereof from the date of grant.
2. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. In the event
that the employment or service of the Holder shall be terminated prior to the
Expiration Date (otherwise than by reason of death or disability), the Options
may, subject to the provisions of the Plan, be exercised (to the extent that the
Holder was entitled to do so at the termination of this employment or service)
at any time within 90 days after such termination, but not after the Expiration
Date; provided,
<PAGE>
however, that if such termination shall have been for cause or voluntarily by
the Holder and without the consent of the Company or any subsidiary corporation
thereof, as the case may be (which consent shall be presumed in the case of
normal retirement), the Option and all rights of the Holder hereunder, to the
extent not therefore exercised, shall forthwith terminate immediately upon such
termination. Nothing in this Agreement shall confer upon the Holder any right to
continue in the employ or service of the Company or any subsidiary of the
Company or affect the right of the Company or any subsidiary to terminate
his/her employment or service at any time.
3. EFFECT OF DEATH AND DISABILITY. If the Holder shall (a) die
while he/she is employed by or serving the Company or a corporation which is a
subsidiary thereof or (b) die within 90 days after the termination of such
position (other than termination for cause, or voluntarily on his part and
without the consent of the Company or subsidiary corporation thereof, as the
case may be, which consent shall be presumed in the case of normal retirement),
or (c) become permanently and totally disabled within the meaning of Section 22
(e)(3) of the Code while employed by or serving any such Company, and if the
Option was otherwise exercisable immediately prior to the occurrence of such
event, then such Option may be exercised as set forth herein by the Holder or by
the person or persons to whom the Holder's rights under the Option pass by will
or applicable law, or if no such person has such right, by his/her executors or
administrators, at any time within six months after the date of death of the
original Holder, or six months after the date of permanent or total disability,
but in either case, not later than the Expiration Date.
4. EXERCISE.
(a) The Holder may exercise the Option with respect to all or
any part of the shares then purchasable hereunder by giving the Company written
notice in the form annexed, as provided in paragraph 8 hereof, of such exercise.
Such notice shall specify the number of shares being exercised and shall be
accompanied by payment in full in cash of an amount equal to the exercise price
of such shares multiplied by the number of shares as to which the Option is
being exercised; provided that, if permitted by the Board, the purchase price
may be paid, in whole or in part, by surrender or delivery to the Company of
securities of the Company having a fair market value on the date of the exercise
equal to the portion of the purchase price being so paid. In such event fair
market value should be determined pursuant to paragraph 5 of the Plan.
(b) Prior to or concurrently with delivery by the Company to the
Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount
is not paid promptly, the Company shall have the right to deduct from the
purchase price paid any taxes required by law to be withheld by the Company with
respect to such payment and the number of shares to be issued by the Company
will be reduced accordingly.
5. ADJUSTMENT FOR CHANGES IN COMPANY CAPITALIZATION.
Notwithstanding any other provision of the Plan, in the event of a change in the
outstanding Common Stock of the Company by reason of a stock dividend, split-up,
split-down, reverse split, recapitalization, merger, consolidation, combination
or exchange of shares, spin-off, reorganization, liquidation or the like, then
the aggregate number of shares and price per share subject to the Options shall
be appropriately adjusted by the Board (or committee of the Board established
under the Plan), whose determination shall be conclusive.
6. NON-TRANSFERABILITY. No options granted hereunder shall be
transferable other than by will or by the laws of descent and distribution,
except that any Option may be transferred to or for the benefit of (by trust)
the spouse or lineal descendants of the Holder while such Holder is entitled to
exercise the Options, subject to restrictions on transfer imposed while such
<PAGE>
Holder is entitled to exercise the Options, subject to restrictions on transfer
imposed by federal and state securities laws, and if prior thereto the
transferee agrees to be bound by the terms of the Plan and the Options, as the
case may be. Options may be exercised, during the lifetime of the Holder, only
by the Holder, or by his/her guardian or legal representative. In the event of
any attempt by the Holder to transfer, assign, pledge, hypothecate or otherwise
dispose of the Option or of any right hereunder, except as provided for herein,
or in the event of the levy or any attachment, execution or similar process upon
the rights or interest hereby conferred, the Company may terminate the Options
by notice to the Holder and they shall thereupon become null and void.
7. NO RIGHTS UNTIL EXERCISE AND ISSUANCE. Neither the Holder nor in
the event of his death, any person entitled to exercise his/her rights, shall
have any of the rights of a stockholder with respect to the shares subject to
the Options until share certificates have been issued and registered in the name
of the Holder or his/her estate, as the case may be.
8. NOTICE. Any notice to the Company provided for in this Agreement
shall be addressed to the Company in care of General Counsel, 900 Third Avenue,
27th Floor, New York, New York 10022, and any notice to the Holder shall be
addressed to him/her at his/her address now on file with the Company, or to such
other address as either may last have designated to the other notice as provided
herein. Any notice so addressed shall be deemed to be given on the second
business day after mailing, by registered or certified mail, at a post office or
branch post office within the United States.
9. BOARD DETERMINATION FINAL. In the event that any question or
controversy shall arise with respect to the nature, scope or extent of any one
or more rights conferred by the Options, the determination by the Board (as
constituted at the time of such determination) or committee of the Board
established under the plan of the rights of the Holder shall be conclusive,
final and binding upon the Holder and upon any other person who shall assert any
right pursuant to any Option.
RIDDELL SPORTS INC.
By:
-----------------------
Vice President
ACCEPTED AND AGREED
/s/Dan Cougill
- -----------------------------
Print: Dan Cougill
-----------------------
Dan Cougill
<PAGE>
FORM OF NOTICE OF EXERCISE OF OPTION
TO: RIDDELL SPORTS INC.
900 Third Avenue
New York, New York 10022
The undersigned hereby exercises his/her Option to purchase _______________
shares of Common Stock of Riddell Sports Inc. (the "Company") pursuant to the
Option as provided in the Stock Option Agreement dated as of September 28, 1995
($3 3/8) per share (the closing price of the Company's Common Stock on September
28, 1995), a total of $__________, and makes payment therefor as follows:
(a) To the extent of $______ of the purchase price, the undersigned
hereby surrenders to the Company certificates for shares of its Common Stock,
which, valued at $__________ per share, the fair market value thereof, equals
such portion of the purchase price.
(b) To the extent of the balance of the purchase price, the
undersigned has enclosed a certificate of bank check payable to the order of the
Company for $__________.
A stock certificate or certificate for the shares should be delivered in
person or bailed to the undersigned at the address shown below.
The undersigned hereby represents and warrants that it is his (her) present
intention to acquire and hold the aforesaid shares of Common Stock of the
Company for his (her) own account for investment, and not with a view of the
distribution of any thereof, and agrees that he (she) will make no sale,
thereof, except in compliance with the applicable provisions of the Securities
Act of 1933, as amended.
Signature:
------------------------------
Dan Cougill
Address:
------------------------------
------------------------------
Dated:
<PAGE>
Exhibit 21
RIDDELL SPORTS INC.
STOCK OPTION AGREEMENT
PURSUANT TO ITS 1991 STOCK OPTION PLAN
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT, made as of this 29th day of June, 1995 by RIDDELL
SPORTS INC., a Delaware Corporation (hereinafter called the "Company"), with
David Mauer (hereinafter call the "Holder"):
The Company has adopted a 1991 Stock Option Plan (the "Plan"), as
amended. Said Plan, as now is and as it may hereafter be amended and continued,
is incorporated herein by reference and made part of this Agreement.
The Board of Directors (the "Board"), which is charged with the
administration of the Plan pursuant to Section 3 thereof, has determined that it
would be to the advantage and interest of the Company to grant the option
provided for herein to the Holder as an inducement to remain in the service of
the Company.
WHEREAS, on June 29, 1995 the Board determined to grant Holder an
option to purchase 50,000 shares of Common Stock at an exercise price per share
equal to the closing price per share on Thursday, June 29, 1995 ($2.00) as
reported on NASDAQ, of the Company's Common Stock, subject only to the
determination by an appropriate outside consultant that such grant is fair and
appropriate.
NOW, THEREFORE, pursuant to the Plan, the Company with the approval of
the Board hereby grants to the Holder as of the date hereof an option to
purchase all or any part of 50,000 shares of Common Stock of the Company, par
value $.01 per share, at a price per share of $2.00, which price is not less
than 85% of the fair market value of a share of Common Stock on June 29, 1995
(the "Option"), and upon the following terms and conditions:
1. BASIC PROVISIONS OF GRANT. The Option shall continue in force
through
<PAGE>
June 29, 2000 (the "Expiration Date"), unless sooner terminated as provided
herein and in the Plan. Subject to the provisions of the Plan, the Option
shall become fully exercisable at any time after the first anniversary of the
date of grant of the option, subject to the following:
(a) Except as provided hereinbelow, the Option may not be
exercised unless the Holder is then an employee (including officers and
directors who are employees), non-employee director, consultant, advisor, agent
or independent representative of the Company or any subsidiary of the Company or
any combination thereof and unless the Holder has remained in the continuous
employ or service thereof from the date of grant.
2. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. In the event
that the employment or service of the Holder shall be terminated prior to the
Expiration Date (otherwise than by reason of death or disability), the Option
may, subject to the provisions of the Plan, be exercised (to the extent that the
Holder was entitled to do so at the termination of this employment or service)
at any time within 90 days after such termination, but not after the Expiration
Date, provided, however, that if such termination shall have been for cause or
voluntarily by the Holder and without the consent of the Company or any
subsidiary corporation thereof, as the case may be (which consent shall be
presumed int eh the case of normal retirement), the Option and all rights of the
Holder hereunder, to the extent not theretofore exercised, shall forthwith
terminate immediately upon such termination. Nothing in this Agreement shall
confer upon the Holder any right to continue in the employ or service of the
Company or any subsidiary of the Company or affect the right of the Company or
any subsidiary to terminate his/her employment or service at any time.
3. EFFECT OF DEATH AND DISABILITY. If the Holder shall (a) die
while he/she is employed by or serving the Company or a corporation which is a
subsidiary thereof or (b) die within 90 days after the termination of such
position (other than termination for cause, or voluntarily on his part and
without the consent of the Company or subsidiary corporation thereof, as the
case may be, which consent shall be presumed in the case of normal retirement),
or (c) become permanently and totally disabled within the meaning of Section 22
(e) (3) of the Code while employed by or serving any such Company, and if the
Option was otherwise exercisable immediately prior to the occurrence of such
event, then such Option may be exercised as set forth herein by the Holder or by
the person or persons to whom the Holder's rights under the Option pass by will
or applicable law, or if no such person has such right, by his/her executors or
administrators, at any time within six months after the date of death of the
original Holder, or six months after the date of permanent or total disability,
but in either case, not later than the Expiration Date.
4. EXERCISE.
(a) The Holder may exercise the Option with respect to all or
any part of the shares then purchasable hereunder by giving the Company written
notice in the form annexed, as provided in paragraph 8 hereof, of such
exercise. Such notice shall specify the
2
<PAGE>
number of shares as to which the Option is being exercised and shall be
accompanied by payment in full in cash of an amount equal to the exercise
price of such shares multiplied by the number of shares as to which the
Option is being exercised; provided that, if permitted by the Board, the
purchase price may be paid, in whole or in part, by surrender or delivery to
the Company of securities of the Company having a fair market value on the
date of the exercise equal to the portion of the purchase price being so
paid. In such event fair market value should be determined pursuant to
paragraph 5 of the Plan.
(b) Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the Holder shall,
upon notification of the amount due, pay promptly any amount necessary to
satisfy applicable federal, state or local tax requirements. In the event
such amount is not paid promptly, the Company shall have the right to deduct
from the purchase price paid any taxes required by law to be withheld by
Company with respect to such payment and the number of shares to be issued by
the Company will be reduced accordingly.
5. ADJUSTMENT FOR CHANGES IN COMPANY CAPITALIZATION.
Notwithstanding any other provision of the Plan, in the event of a change in the
outstanding Common Stock of the Company by reason of a stock dividend, split-up,
split-down, reverse split, recapitalization, merger, consolidation, combination
or exchange of shares, spin-off, reorganization, liquidation or the like, then
the aggregate number of shares and price per share subject to that Option shall
be appropriately adjusted by the Board, whose determination shall be conclusive.
6. NON-TRANSFERABILITY. No options granted hereunder shall be
transferable other than by will or by the laws of descent and distribution,
except that an Option may be transferred to or for the benefit of (by trust) the
spouse or lineal descendants of the Holder while such Holder is entitled to
exercise the Options, subject to restrictions on transfer imposed by federal and
state securities laws, and if prior thereto the transferee agrees to be bound by
the terms of the Plan and the Options, as the case may be. Options may be
exercised, during the lifetime of the Holder, only by the Holder, or by his/her
guardian or legal representative. In the event of any attempt by the Holder to
transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of
any right thereunder, except as provided for herein, or in the event of the levy
or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate this Option by notice to the Holder
and it shall thereupon become null and void.
7. NO RIGHTS UNTIL EXERCISE AND ISSUANCE. Neither the Holder nor in
the event of his/her death, any person entitled to exercise his/her rights,
shall have any of the rights of a stockholder with respect to the shares subject
to the Option until share certificates have been issued an registered in the
name of the Holder or his/her estate, as the case may be.
8. NOTICE. Any notice to the Company provided for in this Agreement
shall be addressed to the Company in care of its Secretary, 900 Third Avenue,
27th Floor New York,
3
<PAGE>
New York 10022, and any notice to the Holder shall be addressed to him/her
at his/her address now on file with the Company, or to such
other address as either may last have designated to the other by notice as
provided herein. Any notice so addressed shall be deemed to be given on the
second business day after mailing, by registered or certified mail, at a post
office or branch post office within the United States.
9. BOARD DETERMINATION FINAL. In the event that any question or
controversy shall arise with respect to the nature, scope or extent of any one
or more rights conferred by this Option, the determination by the Board (as
constituted at the time of such determination) of the rights of the Holder shall
be conclusive, final and binding upon the Holder and upon any other person who
shall assert any rights pursuant to this Option.
RIDDELL SPORTS INC.
BY:/s/Robert Nederlander
----------------------
Robert Nederlander
Chairman of the Board
ACCEPTED AND AGREED
/s/David Mauer
- --------------------------
David Mauer
4
<PAGE>
FORM OF NOTICE OF EXERCISE
TO: RIDDELL SPORTS INC.
900 Third Avenue
New York, New York 10022
The undersigned hereby exercises his/her option to purchase _________
shares of Common Stock of Riddell Sports Inc., (the "Company") as provided in
the Stock Option Agreement dated as of June 29, 1995 at $2.00 per share, a total
of $_______________ and makes payment therefor as follows:
(a) To the extent of $_____ of the purchase price, the undersigned
hereby surrenders to the Company certificates for shares of its Common Stock,
which, valued at $_______________ per share, the fair market value thereof,
equals such portion of the purchase price.
(b) To the extent of the balance of the purchase price, the
undersigned has enclosed a certificate of bank check payable to the order of the
Company for $_____________.
A stock certificate or certificate for the shares should be delivered
in person or mailed to the undersigned at the address shown below.
The undersigned hereby represents and warrants that it is his (her)
present intention to acquire and hold the aforesaid shares of Common Stock of
the Company for his (her) own account for investment, and not with a view to the
distribution of any thereof, and agrees that he (she) will make no sale,
thereof, except in compliance with the applicable provisions of the Securities
Act of 1933, as amended.
Signature: _______________________
Address: _______________________
_______________________
Dated:
<PAGE>
Exhibit 22
RIDDELL SPORTS INC.
STOCK OPTION AGREEMENT
PURSUANT TO ITS 1991 STOCK OPTION PLAN
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT, made as of this 29th day of June 1995 by RIDDELL
SPORTS INC., a Delaware Corporation (hereinafter called the "Company"), with
Robert Nederlander (hereinafter call the "Holder"):
The Company has adopted a 1991 Stock Option Plan (the "Plan"), as
amended. Said Plan, as now is and as it may hereafter be amended and continued,
is incorporated herein by reference and made part of this Agreement.
The Board of Directors (the "Board"), which is charged with the
administration of the Plan pursuant to Section 3 thereof, has determined that it
would be to the advantage and interest of the Company to grant the option
provided for herein to the Holder as an inducement to remain in the service of
the Company.
WHEREAS, on June 29, 1995 the Board determined to grant Holder an
option to purchase 15,000 shares of Common Stock at an exercise price per share
equal to the closing price per share on Thursday , June 29, 1995 ($2.00) as
reported on NASDAQ, of the Company's Common Stock, subject only to the
determination by an appropriate outside consultant that such grant is fair and
appropriate.
NOW, THEREFORE, pursuant to the Plan, the Company with the approval of
the Board hereby grants to the Holder as of the date hereof an option to
purchase all or any part of 15,000 shares of Common Stock of the Company, par
value $.01 per share, at a price per share of $2.00, which price is not less
than 85% of the fair market value of a share of Common Stock on June 29, 1995
(the "Option"), and upon the following terms and conditions:
1. BASIC PROVISIONS OF GRANT. The Option shall continue in force
through June 29, 2000 (the "Expiration Date"), unless sooner terminated as
provided herein and in thePlan. Subject to the provisions of the Plan, the
Option shall become fully exercisable at any time after the first anniversary of
the date of grant of the option, subject to the following:
(a) Except as provided hereinbelow, the Option may not be
exercised unless the Holder is then an employee (including officers and
directors who are employees), non-
1
<PAGE>
employee director, consultant, advisor, agent or independent representative
of the Company or any subsidiary of the Company or any combination thereof
and unless the Holder has remained in the continuous employ or service
thereof from the date of grant.
2. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. In the event
that the employment or service of the Holder shall be terminated prior to the
Expiration Date (otherwise than by reason of death or disability), the Option
may, subject to the provisions of the Plan, be exercised (to the extent that the
Holder was entitled to do so at the termination of this employment or service)
at any time within 90 days after such termination, but not after the Expiration
Date, provided, however, that if such termination shall have been for cause or
voluntarily by the Holder and without the consent of the Company or any
subsidiary corporation thereof, as the case may be (which consent shall be
presumed int eh the case of normal retirement), the Option and all rights of the
Holder hereunder, to the extent not theretofore exercised, shall forthwith
terminate immediately upon such termination. Nothing in this Agreement shall
confer upon the Holder any right to continue in the employ or service of the
Company or any subsidiary of the Company or affect the right of the Company or
any subsidiary to terminate his/her employment or service at any time.
3. EFFECT OF DEATH AND DISABILITY. If the Holder shall (a) die
while he/she is employed by or serving the Company or a corporation which is a
subsidiary thereof or (b) die within 90 days after the termination of such
position (other than termination for cause, or voluntarily on his part and
without the consent of the Company or subsidiary corporation thereof, as the
case may be, which consent shall be presumed in the case of normal retirement),
or (c) become permanently and totally disabled within the meaning of Section 22
(e) (3) of the Code while employed by or serving any such Company, and if the
Option was otherwise exercisable immediately prior to the occurrence of such
event, then such Option may be exercised as set forth herein by the Holder or by
the person or persons to whom the Holder's rights under the Option pass by will
or applicable law, or if no such person has such right, by his/her executors or
administrators, at any time within six months after the date of death of the
original Holder, or six months after the date of permanent or total disability,
but in either case, not later than the Expiration Date.
4. EXERCISE.
(a) The Holder may exercise the Option with respect to all or
any part of the shares then purchasable hereunder by giving the Company written
notice in the form annexed, as provided in paragraph 8 hereof, of such
exercise. Such notice shall specify the number of shares as to which the
Option is being exercised and shall be accompanied by payment in full in cash
of an amount equal to the exercise price of such shares multiplied by the
number of shares as to which the Option is being exercised; provided that,
if permitted by the Board, the purchase price may be paid, in whole or in
part, by surrender or delivery to the Company of securities of the Company
having a fair market value on the date of the exercise equal to the portion
of the purchase price being so paid. In such event fair market value should
be determined pursuant to paragraph 5 of the Plan.
2
<PAGE>
(b) Prior to or concurrently with delivery by the Company to the
Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal,state or local tax requirements. In the event such amount
is not paid promptly, the Company shall have the right to deduct from the
purchase price paid any taxes required by law to be withheld by Company with
respect to such payment and the number of shares to be issued by the Company
will be reduced accordingly.
5. ADJUSTMENT FOR CHANGES IN COMPANY CAPITALIZATION.
Notwithstanding any other provision of the Plan, in the event of a change in the
outstanding Common Stock of the Company by reason of a stock dividend, split-up,
split-down, reverse split, recapitalization, merger, consolidation, combination
or exchange of shares, spin-off, reorganization, liquidation or the like, then
the aggregate number of shares and price per share subject to that Option shall
be appropriately adjusted by the Board, whose determination shall be conclusive.
6. NON-TRANSFERABILITY. No options granted hereunder shall be
transferable other than by will or by the laws of descent and distribution,
except that an Option may be transferred to or for the benefit of (by trust) the
spouse or lineal descendants of the Holder while such Holder is entitled to
exercise the Options, subject to restrictions on transfer imposed by federal and
state securities laws, and if prior thereto the transferee agrees to be bound by
the terms of the Plan and the Options, as the case may be. Options may be
exercised, during the lifetime of the Holder, only by the Holder, or by his/her
guardian or legal representative. In the event of any attempt by the Holder to
transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of
any right thereunder, except as provided for herein, or in the event of the levy
or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate this Option by notice to the Holder
and it shall thereupon become null and void.
7. NO RIGHTS UNTIL EXERCISE AND ISSUANCE. Neither the Holder nor in
the event of his/her death, any person entitled to exercise his/her rights,
shall have any of the rights of a stockholder with respect to the shares subject
to the Option until share certificates have been issued an registered in the
name of the Holder or his/her estate, as the case may be.
8. NOTICE. Any notice to the Company provided for in this Agreement
shall be addressed to the Company in care of its Secretary, 900 Third Avenue,
27th Floor New York, New York 10022, and any notice to the Holder shall be
addressed to him/her at his/her address now on file with the Company, or to such
other address as either may last have designated to the other by notice as
provided herein. Any notice so addressed shall be deemed to be given on the
second business day after mailing, by registered or certified mail, at a post
office or branch post office within the United States.
9. BOARD DETERMINATION FINAL. In the event that any question or
controversy shall arise with respect to the nature, scope or extent of any one
or more rights conferred by this Option, the determination by the Board (as
constituted at the time of such determination) of the rights
3
<PAGE>
of the Holder shall be conclusive, final and binding upon the Holder and upon
any other person who shall assert any rights pursuant to this Option.
RIDDELL SPORTS INC.
By: /s/ Lisa J. Marroni
______________________
Lisa J. Marroni
V.P. & General Counsel
ACCEPTED AND AGREED
__________________________
4
<PAGE>
FORM OF NOTICE OF EXERCISE
TO: RIDDELL SPORTS INC.
900 Third Avenue
New York, New York 10022
The undersigned hereby exercises his/her option to purchase _________
shares of Common Stock of Riddell Sports Inc., (the "Company") as provided in
the Stock Option Agreement dated as of June 29, 1995 at $2.00 per share, a total
of $_______________ and makes payment therefor as follows:
(a) To the extent of $_____ of the purchase price, the undersigned
hereby surrenders to the Company certificates for shares of its Common Stock,
which, valued at $_______________ per share, the fair market value thereof,
equals such portion of the purchase price.
(b) To the extent of the balance of the purchase price, the
undersigned has enclosed a certificate of bank check payable to the order of the
Company for $_____________.
A stock certificate or certificate for the shares should be delivered
in person or mailed to the undersigned at the address shown below.
The undersigned hereby represents and warrants that it is his (her)
present intention to acquire and hold the aforesaid shares of Common Stock of
the Company for his (her) own account for investment, and not with a view to the
distribution of any thereof, and agrees that he (she) will make no sale,
thereof, except in compliance with the applicable provisions of the Securities
Act of 1933, as amended.
SIGNATURE: _______________________
ADDRESS: _______________________
_______________________
Dated:
5
<PAGE>
ATTACHMENT NO. 1 TO
AMENDMENT NO. 2 TO
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
RIDDELL SPORTS INC.
_____________________
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
______________________________
(Title of Class of Securities)
765670-10-4
_____________
(CUSIP Number)
SHELDON S. ADLER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
NEW YORK, NEW YORK 10022
(212) 735-3000
__________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 9, 1995
_________________________________________________________
(Date of Event which Requires Filing of this Statement)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX: / /
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT: /X/
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 2 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. M.L.C. PARTNERS LIMITED PARTNERSHIP
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 13-3507237
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER None
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 830,281
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 3 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. ROBERT HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-2991917
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER None
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 830,281
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 4 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. QEN, INC.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-2826611
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 50,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 50,000
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 5 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. ROBERT NEDERLANDER
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 3,623,382
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 1,677,237
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,623,382
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.9%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 6 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. R.E.R. CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 38-276-7825
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 24,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 529,364
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 7 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. JOHN MCCONNAUGHY, JR.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 54,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 706,808
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,808
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 8 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. JEMC CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 24,739
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 529,364
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 9 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. DAVID MAUER
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 122,759
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 179,025
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,025
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 10 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. DAN COUGILL
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* PF
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 37,975
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 47,677
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,677
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 11 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LENNY CORP.
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS 13-3970019
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS WC,00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 47,288
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 299,776
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 666,667
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,443
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 12 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LEONARD TOBOROFF,
P.C. DEFINED BENEFIT PLAN
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 6,250
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 118,611
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,611
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 765670-10-4 13D PAGE 13 OF PAGES
----------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS. LEONARD TOBOROFF
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS ###-##-####
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS 00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 137,395
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER None
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 698,836
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 666,667
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,365,503
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends Schedule 13D filed on February 15, 1994
(the "Schedule 13D") by M.L.C. Partners Limited Partnership, a Delaware limited
partnership ("MLC") and its three general partners, Robert Holdings, Inc., a
Michigan corporation ("Robert Holdings"), Lenny Corp., a Delaware corporation
and Financial Trustees, Inc., a Florida corporation ("FTI"), and also, QEN, a
Michigan corporation ("QEN"), Robert E. Nederlander ("Nederlander") and John
McConnaughy, Jr. ("McConnaughy"), relating to the common stock (the "Common
Stock"), par value $.01 per share (the "Shares") of Riddell Sports Inc.
(the "Company").
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
This Statement is being filed by MLC, its general partner, Robert
Holdings, and also Lenny Corp, FTI, Leonard Toboroff, P.C., Defined Benefit
Plan, a pension plan intended to be qualified pursuant to Section 401(a) of
the Internal Revenue code of 1986, as amended ("Benefit Plan"), JEMC Corp.,
a Delaware corporation ("JEMC"), QEN, Inc., R.E.R. Corp., a Michigan
corporation ("RER"), Nederlander, McConnaughy, Leonard Toboroff ("Toboroff"),
David Mauer ("Mauer") and Dan Cougill ("Cougill"). MLC, Robert Holdings,
RER, Lenny Corp., Benefit Plan, JEMC, QEN, Nederlander, McConnaughy, Toboroff,
Mauer and Cougill are hereinafter sometimes collectively referred to as
the "Reporting Persons." RER, Lenny Corp., JEMC, Mauer and Cougill are
hereinafter sometimes collectively referred to as the "Purchasers."
On August 9, 1995, in connection with FTI's withdrawal as a general
and limited partner in MLC, MLC distributed to FTI (the "FTI Distribution"),
449,445 Shares and 25,000 Warrants (as hereinafter defined), representing
FTI's pro rata interest in the Shares and Warrants owned by MLC. Pursuant to
the Purchase Agreement dated as of August 9, 1995, by and among FTI, MLC and
the Purchasers, FTI sold to the Purchasers all of the Shares and Warrants
received by it in the FTI Distribution. As a result of such transaction,
FTI no longer beneficially owns any Shares, Warrants or other equity security
of the Company.
14
<PAGE>
The principal business of MLC is holding the securities of the Company
and the address of its principal business is c/o Robert E. Nederlander, 810
Seventh Avenue-21st Floor, New York, New York 10019.
The principal business of Robert Holdings is acting as general and limited
partner of MLC. Its principal business address is c/o Robert E. Nederlander,
810 Seventh Avenue-21st Floor, New York, New York 10019.
The principal business of Lenny Corp. is investing. Its principal business
address is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801.
The principal business of Benefit Plan is to provide retirement income for
the employees of Leonard Toboroff, P.C., the sole employee of which is Toboroff.
Its principal business address is c/o Leonard Toboroff, 1125 Fifth Avenue,
New York, New York 10029.
The principal business of RER is investing. Its principal business
address is c/o Robert E. Nederlander, 810 Seventh Avenue-21st Floor, New
York, New York 10019.
The principal business of JEMC is investing. Its principal business
address is 1011 High Ridge Road, Stamford, Connecticut 06905.
The principal business of QEN is investing. Its principal business
address is c/o Robert E. Nederlander, 810 Seventh Avenue-21st Floor, New York,
New York 10019.
The principal business of McConnaughy is as an investor. His principal
business address is c/o JEMC Corp., 1011 High Ridge Road, Stamford, Connecticut
06905. McConnaughy is a United States citizen.
The principal business of Nederlander is as president of Nederlander
Organization Inc., which is engaged in the theatrical business. His principal
business address is 810 Seventh Avenue-21st Floor, New York, New York 10019.
Nederlander is a United States citizen.
The principal business of Toboroff is as an investor. His principal
business address is 1125 Fifth Ave-
15
<PAGE>
nue, New York, New York 10029. Toboroff is a United States citizen.
The principal business of Mauer is as Chief Executive Officer of the
Company. His principal business address is c/o Riddell Sports Inc., 900 Third
Avenue, New York, New York 10022. Mauer is a United States citizen.
The principal business of Cougill is as President and Chief Operating
Officer of the Company and also of the Company's wholly-owned subsidiary,
Riddell, Inc. His principal business address is c/o Riddell, Inc., 3670
North Milwaukee Avenue, Chicago, Illinois 60641. Cougill is a United States
citizen.
The names, business address, present principal occupation or employment
and address of any corporation or organization in which such employment is
conducted, of the executive officers and directors and controlling stockholders
of Robert Holdings, Lenny Corp., Benefit Plan, RER, JEMC and QEN are set forth
on Schedules A, B, C, D, E and F, attached hereto, respectively.
None of the Reporting Persons and, to the best knowledge of the Reporting
Persons, the persons set forth on Schedules A, B, C, D, E and F attached hereto,
has, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended as follows:
Of the shares of Common Stock beneficially owned by the Reporting Persons,
MLC purchased 74.5% of the total outstanding common shares of the predecessor
in interest of the Company, Riddellink Holding Corp., in 1988 for an initial
purchase price of approximately $4,000,000. Later in 1988, the Company underwent
a recapitalization
16
<PAGE>
and $2,000,000 of this initial purchase price was converted into a loan. The
funds used to make such acquisition were obtained from the capital contributions
by the general and limited partners of MLC. QEN purchased 50,000 shares of
Common Stock in a private transaction with working capital. The Warrant (a copy
of which was filed as Exhibit 4 to the Schedule 13D and is incorporated by
reference herein, the "Warrant") was issued in consideration of an extension
until October 1996 of a certain $2 million Subordinated Secured Term Note due
October 31, 1993.
Prior to the Acquisition Transactions (as defined in Item 5(c) hereof), the
Reporting Persons, and FIT, Bar-on-Helford, a Netherlands corporation
("Bar-on-Helford") and PBT (as hereinafter defined) beneficially owned, in the
aggregate, 3,779,658 Shares. In connection with FTI's 12.5% general partnership
interest and 4.16665% limited partnership interest in MLC, FTI's pro rata
interest in the Shares held by MLC equaled 474,445 Shares (the "FTI Interest").
In connection with Bar-on-Helford's 37.5% limited partnership interest in MLC,
Bar-on-Helford's pro rata interest in the Shares held by MLC equaled 1,067,502
Shares (the "Bar-on-Helford Interest"). The Palm Beach Trust, a trust governed
by the laws of the State of New York ("PBT") beneficially owned 196,592 Shares,
which Shares were subject to the Voting Trust.
Because all of the Shares beneficially owned by MLC and PBT were subject to
the Voting Trust, and the voting trustee has sole power to vote such Shares,
such Shares were also deemed to be beneficially owned by Robert Nederlander, as
voting trustee under the Voting Trust.
In connection with the Acquisition Transactions, FTI and Bar-on-Helford
withdrew from MLC and, in connection therewith, received voting trust
certificates and Warrants (as hereinafter defined) in amounts equal to the FTI
Interest and the Bar-on-Helford Interest, respectively.
Pursuant to the Acquisition Transactions (i) each of FTI and Bar-on-Helford
sold to the Purchasers the voting trust certificates and Warrants received by
them in connection with their withdrawals from MLC and (ii) PBT sold to the
Purchasers the 196,592 Shares beneficially owned by it (1,738,539 Shares in the
aggregate). The
17
<PAGE>
withdrawal of FTI and Bar-on-Helford from MLC and the terms of the Acquisition
Transactions are more fully described in Item 5(c) hereof.
R.E.R purchased 504,625 Shares and 24,739 Warrants pursuant to the
Acquisition Transactions with working capital. JEMC purchased 504,625 Shares
and 24,739 Warrants pursuant to the Acquisition Transactions with working
capital. Mauer purchased 56,266 Shares and 2,759 Warrants pursuant to the
Acquisition Transactions with personal funds. Cougill purchased 9,702 Shares
and 475 Warrants pursuant to the Acquisition Transactions with personal funds.
Benefit Plan acquired 112,361 Shares and 6,250 Warrants in connection with its
partial withdrawal from MLC (as more fully described in Item 5(c) hereof).
Lenny Corp. acquired 337,084 Shares and 18,750 Warrants in connection with its
partial withdrawal from MLC (as more fully described in Item 5(c) hereof). Lenny
Corp. also purchased 582,071 Shares and 28,538 Warrants pursuant to the
Acquisition Transactions with (i) $300,000 from working capital, (ii) $500,000
from proceeds of a purchase money loan from FTI (the "FTI Loan") and
(iii) $700,000 pursuant to a contribution from Toboroff, its sole stockholder.
Toboroff acquired the $700,000 from the proceeds of a loan (the "Bestin Loan")
from Bestin Worldwide Limited, a British Virgin Islands company ("Bestin").
In connection with the purchase of the Shares by Lenny Corp. from FTI,
Lenny Corp. made to the order of FTI a Promissory Note (the "FTI Note") dated
August 9, 1995, in the amount of $500,000 (a copy of which is attached hereto as
Exhibit 7 and incorporated by reference herein). The terms of the FTI Loan are
as follows: (a) the loan is due on May 1, 1996, (ii) interest at the rate of
5.64% per annum payable on May 1, 1996, (iii) principal and interest may be
prepaid at anytime and (iv) upon the occurrence of certain events of default (as
set forth in the FTI Note) the unpaid principal amount and accrued interest on
the FTI Loan will become due and payable in full. Lenny Corp's performance of
its obligations under the FTI Note is guaranteed by Toboroff pursuant to a
Guaranty dated as of August 9, 1995 (a copy of which is attached hereto as
Exhibit 8 and incorporated by reference herein).
18
<PAGE>
In connection with the purchase of the Shares by Lenny Corp. from
Bar-on-Helford, Toboroff, Lenny Corp's sole stockholder, and Joy Toboroff,
Toboroff's wife, issued to Bestin a Recourse Promissory Note (the "Bestin Note")
dated August 10, 1995 in the amount of $700,000 (a copy of which is attached
hereto as Exhibit 9 and incorporated by reference herein). The terms of the
Bestin Loan are as follows: (a) the loan is due on July 31, 1996, (ii) interest
at the rate of 14% per annum payable on July 31, 1996, (iii) principal and
interest may be prepaid at anytime and (iv) upon the occurrence of certain
events of default (as set forth in the Bestin Note) the unpaid principal amount
and accrued interest on the Bestin Loan will become due and payable in full. In
connection with the Bestin Loan and pursuant to a Pledge Agreement dated as of
August 10, 1995 (a copy of which is attached hereto as Exhibit 10 and
incorporated by reference herein) Lenny Corp, Toboroff and Joy Toboroff pledged
666,667 Shares (subject to adjustment) to Bestin (the "Pledge Agreement").
Item 4. PURPOSE OF TRANSACTION.
MLC purchased 74.5% of the outstanding Common Stock in 1988 prior to the
public offering and registration of the Common Stock on June 27, 1991. The
General Partner of MLC is Robert Holdings. Nederlander, the sole stockholder
of Robert Holdings, is also the Chairman of the Board of Directors and a
Director of the Company. Robert Holdings, as general partner of MLC, has
disposition power as to all of the Shares owned by MLC pursuant to an Amended
Agreement of Limited Partnership, dated as of December 15, 1987 (the
"Partnership Agreement"). A copy of the Partnership Agreement was filed as
Exhibit 2 to the Schedule 13D and is incorporated by reference herein. A copy
of the amendment to the Partnership Agreement made in connection with the
transactions described herein is attached hereto as Exhibit 11 and incorporated
by reference herein. Pursuant to a Voting Trust Agreement, dated as of
May 29, 1991 (the "Voting Trust"), Nederlander is voting trustee and has sole
power to vote all of the Shares subject thereto (See Item 6 hereof). A copy of
the Voting Trust was filed as Exhibit 3 to the Schedule 13D and is incorporated
by reference herein.
Of the 267,592 Shares beneficially owned by Nederlander, in his individual
capacity, 196,592 are
19
<PAGE>
subject to the Voting Trust. Nederlander has sole voting power with respect to
the remaining 71,000 Shares.
Of the 177,444 Shares beneficially owned by McConnaughy, in his individual
capacity, 147,444 are subject to the Voting Trust. McConnaughy has sole voting
power with respect to the remaining 30,000 Shares.
Following the Distributions (as hereinafter defined), MLC beneficially owns
830,281 Shares representing 10.3% of the outstanding Common Stock, all of which
Shares remain subject to the Voting Trust.
Pursuant to the Acquisition Transactions (as hereinafter defined), the
Purchasers acquired 1,738,539 Shares, representing 21.5% of the outstanding
Common Stock. All of the Shares (other than the Warrants to purchase, in the
aggregate, 106,250 shares of the Common Stock) (i) acquired by the Purchasers
pursuant to the Acquisition Transactions, (ii) acquired by Lenny Corp. and
Benefit Plan pursuant to the Lenny Corp. Distribution and the Benefit Plan
Distribution, respectively and (iii) owned by Toboroff (the "Released Shares"),
are subject to a Stockholders' Agreement dated as of August 14, 1995 (the
"Stockholders' Agreement") by and among Robert Nederlander, as voting trustee
under the Voting Trust Agreement, the Purchasers, Benefit Plan and Toboroff (a
copy of which is attached hereto as Exhibit 12 and incorporated by reference
herein). Pursuant to the Stockholders' Agreement (i) all of the Released Shares
shall be released from the Voting Trust and (ii) each of the parties thereto
agrees to vote such Shares as the voting trustee votes the Common Stock held
pursuant to the Voting Trust.
As a result of the Lenny Corp. Distribution, the Benefit Plan Distribution
and the Acquisition Transactions, the Reporting Persons beneficially own an
aggregate of 3,779,658 Shares, representing 46.8% of the outstanding Common
Stock. By virtue of the foregoing, the Reporting Persons may be deemed to
exercise control over the management and affairs of the Company.
The Reporting Persons intend to review their investment in the Company on
a continuing basis and reserve the right to acquire additional shares of Common
Stock in the open market or in privately negotiated transactions or
20
<PAGE>
otherwise, to maintain their holdings at current levels or to sell all or a
portion of their holdings in the open market or in privately negotiated
transactions or otherwise. Any such actions will depend upon, among others,
the availability of shares of Common Stock for purchase at satisfactory price
levels; the continuing evaluation of the Company's business, financial
condition, operations and prospects; general market, economic and other
conditions; the relative attractiveness of alternative business and investment
opportunities; the availability of financing; the actions of the management and
other future developments. If the Reporting Persons decide to exercise the
Warrants, they may dispose of the underlying Common Stock in the open market, in
privately negotiated transactions or otherwise, depending upon the same factors.
Except as otherwise set forth above in this Item 4, the Reporting Persons
have no present plans or prospects which relate to or would result in any of the
actions described in parts (a) through (j) of Items 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on the most recent publicly available filing with the Securities
and Exchange Commission there are 8,067,985 shares of Common Stock issued and
outstanding. MLC is the direct beneficial owner of 830,281 Shares (all of which
are subject to the Voting Trust), representing 10.3% of the outstanding shares
of Common Stock. Robert Holdings may be deemed to beneficially own 830,281
Shares as it is the general partner of MLC.
QEN beneficially owns 50,000 Shares, representing less than 1% of the
currently issued and outstanding shares of Common Stock.
RER beneficially owns 529,364 Shares, representing 6.6% of the currently
issued and outstanding shares of Common Stock.
JEMC beneficially owns 529,384 Shares, representing 6.6% of the currently
issued and outstanding shares of Common Stock.
21
<PAGE>
McConnaughy beneficially owns, individually and as the sole stockholder of
JEMC, 706,808 Shares (of which 147,444 are subject to the Voting Trust),
representing 8.8% of the currently issued and outstanding shares of Common
Stock.
Nederlander beneficially owns (i) individually and as controlling
stockholder of Robert Holdings, RER and QEN, 1,677,237 Shares (of which
1,026,873 are subject to the Voting Trust) and (ii) an additional 1,946,145
Shares, as voting trustee under the Voting Trust and pursuant to the
Stockholders' Agreement (3,623,382 Shares in the aggregate), representing 44.9%
of the currently issued and outstanding shares of Common Stock.
Lenny Corp. beneficially owns 966,443 Shares (of which 666,667 are pledged
to Bestin pursuant to the Pledge Agreement), representing 12.0% of the
currently issued and outstanding shares of Common Stock.
Benefit Plan beneficially owns 118,611 Shares, representing 1.5% of the
currently issued and outstanding shares of Common Stock.
Toboroff beneficially owns, individually, as sole stockholder of Lenny
Corp and as beneficiary under the Benefit Plan, 1,365,503 Shares, representing
16.9% of the currently issued and outstanding shares of Common Stock.
Mauer beneficially owns 179,025 Shares, representing 2.2% of the currently
issued and outstanding shares of Common Stock.
Cougill beneficially owns 47,677 Shares, representing less than 1% of the
currently issued and outstanding shares of Common Stock.
(b) Nederlander, pursuant to the Voting Trust has sole power to vote all
of the Shares owned by MLC and all of the Shares subject to the Voting Trust
owned by Nederlander and McConnaughy (as set forth in Item 5(a) above).
Pursuant to the Stockholders' Agreement, the Purchasers, Toboroff and
Benefit Plan have agreed to vote those Shares beneficially owned by them, and
not subject to the Voting Trust, as Nederlander, as the voting trust-
22
<PAGE>
ee under the Voting Trust, votes those Shares held pursuant to the Voting Trust.
As a result thereof, Nederlander has sole voting power of all of the shares of
Common Stock currently held by the Reporting Persons pursuant to the
Stockholders' Agreement (1,798,701 Shares in the aggregate).
Robert Holdings, as the sole general partner of MLC, has the power to
dispose of the Shares owned by MLC in accordance with the terms of the
Partnership Agreement.
With respect to the Shares subject to the Voting Trust beneficially owned
by McConnaughy and Nederlander, each has sole dispositive power, as long as such
Shares remain subject to the Voting Trust. With respect to all other Shares,
including the Shares subject to the Stockholders' Agreement, each of the
Reporting Persons has sole dispositive power; except that Lenny Corp. and Bestin
share dispositive power with respect to 666,667 Shares beneficially owned by
Lenny Corp. and pledged to Bestin pursuant to the Pledge Agreement.
(c) On August 9, 1995, MLC distributed to Lenny Corp., in connection with
Lenny Corp.'s withdrawal as a general partner of MLC (the "Lenny Corp.
Distribution"), a voting trust certificate representing 337,084 shares of Common
Stock and a warrant entitling Lenny Corp. to purchase 18,750 shares of Common
Stock (collectively with the Warrant, and the other warrants to be issued in
connection with the transactions described in this Item 5(c), the "Warrants").
A form of a Warrant is attached hereto as Exhibit 13 and is incorporated by
reference herein. All of the Warrants are exercisable at any time prior to
January 26, 1999. For a further description of the Warrants, see Item 6 below.
On August 9, 1995, MLC distributed to Benefit Plan, in connection with
Benefit Plan's partial withdrawal as a limited partner in MLC (the "Benefit Plan
Distribution"), a voting trust certificate representing 112,361 shares of Common
Stock and a Warrant entitling Benefit Plan to purchase 6,250 shares of Common
Stock.
On August 9, 1995, MLC distributed to Bar-on-Helford in connection with
Bar-on-Helford's withdrawal as a limited partner in MLC (the "Bar-on-Helford
Distribution"), among others, voting trust certificates repre-
23
<PAGE>
senting, in the aggregate, 1,011,252 shares of Common Stock (the "Bar-on-Helford
Voting Trust Certificates") and Warrants entitling Bar-on-Helford to purchase,
in the aggregate, 56,250 shares of Common Stock (the "Bar-on-Helford Warrants").
On August 9, 1995, MLC distributed to FTI, in connection with FTI's
withdrawal as a general partner in MLC (the "FTI Distribution" and, together
with the Lenny Corp. Distribution, the Benefit Plan Distribution and the
Bar-on-Helford Distribution, the "Distributions"), among others, voting trust
certificates representing, in the aggregate, 449,445 shares of Common Stock (the
"FTI Voting Trust Certificates") and Warrants entitling FTI to purchase, in the
aggregate, 25,000 shares of Common Stock (the "FTI Warrants").
Pursuant to a purchase agreement dated as of August 9, 1995, by and among
Bar-on-Helford, each of the Purchasers and MLC, the Purchasers agreed to, among
others, purchase from Bar-on-Helford (which purchase occurred on August 14,
1995), all of the Bar-on-Helford Voting Trust Certificates and the
Bar-on-Helford Warrants (the "Bar-on-Helford Purchase Agreement"). A copy of the
Bar-on-Helford Purchase Agreement is attached hereto as Exhibit 14 and is
incorporated by reference herein. The price per share of Common Stock, subject
to the Voting Trust, was $2.26. As of August 9, 1995, the exercise price of
the Warrants was greater than the closing price reported by the National Market
System of the National Association of Securities Dealers automated quotation
system ("NASDAQ").
Pursuant to a purchase agreement dated as of August 9, 1995, by and among
FTI, each of the Purchasers and MLC, the Purchasers agreed to, among others,
purchase from FTI (which purchase occurred on August 14, 1995), all of the FTI
Voting Trust Certificates and the FTI Warrants (the "FTI Purchase Agreement").
A copy of the FTI Purchase Agreement is attached hereto as Exhibit 15 and is
incorporated by reference herein. The price per share of Common Stock, subject
to the Voting Trust, was $2.93. As of August 9, 1995, the exercise price of the
Warrants was greater than the closing price reported on NASDAQ.
24
<PAGE>
Set forth below is a table listing the Bar-on-Helford Voting Trust
Certificates and the Bar-on-Helford Warrants purchased by each of the Purchasers
pursuant to the Bar-on-Helford Purchase Agreement.
<TABLE>
<CAPTION>
Bar-on-Helford Bar-on-Helford
Purchasers Voting Trust Certificates Warrants
- ---------- ------------------------- --------------
<S> <C> <C>
Lenny Corp. 355,171 19,757
RER 307,914 17,127
JEMC 307,914 17,127
Mauer 34,333 1,910
Cougill 5,920 329
</TABLE>
Pursuant to a purchase agreement dated as of August 9, 1995, by and among
FTI, each of the Purchasers and MLC, the Purchasers agreed to, among others,
purchase from FTI (which purchase occurred on August 14, 1995), all of the FTI
Voting Trust Certificates and the FTI Warrants (the "FTI Purchase Agreement").
A copy of the FTI Purchase Agreement is attached hereto as Exhibit 15 and is
incorporated by reference herein. The price per share of Common Stock, subject
to the Voting Trust, was $2.93. As of August 9, 1995, the exercise price of the
Warrants was greater than the closing price reported on NASDAQ.
Set forth below is a table listing the FTI Voting Trust Certificates and
the FTI Warrants purchased by each of the Purchasers pursuant to the FTI
Purchase Agreement.
<TABLE>
<CAPTION>
FTI Voting FTI
Purchasers Trust Certificates Warrants
- ---------- ------------------ --------
<S> <C> <C>
Lenny Corp. 170,359 8,781
RER 130,598 7,612
JEMC 130,598 7,612
Mauer 15,259 849
Cougill 2,631 146
</TABLE>
Pursuant to a purchase and assignment agreement dated as of August 9, 1995,
between The Palm Beach Trust, a trust governed by the laws of the State of New
York ("PBT") and each of the Purchasers, the Purchasers agreed to, among others,
purchase from PBT (which purchase occurred on August 14, 1995), voting trust
certificates subject to the Voting Trust representing, in the aggre-
25
<PAGE>
gate, 196,592 shares of Common Stock (the "PBT Purchase Agreement"). A copy of
the PBT Purchase Agreement is attached hereto as Exhibit 16 and is incorporated
by reference herein. The price per share of Common Stock, subject to the Voting
Trust, was $2.93. The transactions consummated pursuant to the PBT Purchase
Agreement, the FTI Purchase Agreement and the Bar-on-Helford Purchase Agreement
are sometimes referred to herein as the "Acquisition Transactions".
Set forth below is a table listing the voting trust certificates purchased
by each of the Purchasers pursuant to the PBT Purchase Agreement.
<TABLE>
<CAPTION>
Voting Trust
Purchasers Certificates
- ---------- ------------
<S> <C>
Lenny Corp. 56,541
RER 66,113
JEMC 66,113
Mauer 6,674
Cougill 1,151
</TABLE>
Pursuant to the Stockholders Agreement, the Voting Trustee and each member
of the Voting Trust agreed to release from the Voting Trust (i) all of the
Shares acquired pursuant to the Acquisition Transactions and (ii) all of the
remaining Shares held by Toboroff, Lenny Corp. and Benefit Plan.
Other than the transactions set forth above in this Item 5(c), no other
transactions in Common Stock by the Reporting Persons were effected during the
60 days prior to the date of this Amendment No. 1 to Schedule 13D.
(d) None.
(e) On August 14, 1995, as a result of the Acquisition Transactions, FTI
ceased to be the beneficial owner of more than 5% of the currently issued and
outstanding shares of Common Stock.
26
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended as follows:
The Voting Trust provides that all of the parties thereto deposit with the
Voting Trustee (as defined therein) all of the shares of Common Stock owned by
the respective holder. The Voting Trustee has the full and unqualified power
to vote for every purpose and to consent to any corporate act of the Company,
except that the Voting Trustee has no right to sell, transfer, pledge, encumber
or otherwise dispose of any of the shares of Common Stock. The Voting Trustee
must pay to the holder of each Voting Trust Certificate (as defined therein) all
amounts, if any, received by the Voting Trustee as cash dividends or other
payments upon the number of shares of Common Stock represented by the Voting
Trust Certificate. The Voting Trust's term is until the sooner to occur of
(i) the expiration of 10 years from the date it was entered into, or (ii) the
Voting Trustee, the parties thereto and the Company mutually agree in writing.
Pursuant to the Warrants, the Reporting Persons may purchase up to 150,000
shares of Common Stock of the Company between January 26, 1994 and January 26,
1999. The exercise price is the closing price reported by NASDAQ on December 15,
1993 or such other price as required pursuant to certain adjustments contained
therein. Under certain circumstances the Company has the right to redeem any
Warrant in its entirety at a price of 100% of the current fair market value of
the Common Stock multiplied by the number of shares of Common Stock underlying
the Warrant. In the event that the Warrant held by MLC is exercised, the Common
Stock issued thereby is subject to the terms and provisions of the Voting Trust.
The Warrant is only transferable with the prior written consent of the Company.
The Company has also issued stock options to Messrs. Nederlander,
McConnaughy, Toboroff, Maver and Cougill under the Company's 1991 Stock Option
Plan (the "Plan"). On September 22, 1991, the Company entered into a Stock
Option Agreement under the Plan with each of Nederlander, McConnaughy and
Toboroff (the "1991 Stock Option Agreement"), whereby Nederlander and Toboroff
were issued non-
27
<PAGE>
qualified options with an exercise price per share of $8.00. The options are
fully exercisable and have a five-year term. The options may not be exercised
unless the holder is a director, employee or representative of the Company.
The exercise price is subject to adjustment in the event of certain events,
including, but not limited to, recapitalizations, mergers and stock splits. The
1991 Stock Option Agreement with Nederlander was filed as Exhibit 5 to the
Schedule 13D and is incorporated by reference herein. The stock option
agreements with Toboroff and McConnaughy are identical to Nederlander's 1991
Stock Option Agreement in all respects.
On March 26, 1993, the Company entered into a Stock Option Agreement under
the Plan with each of Nederlander and Toboroff (the "1992 Stock Option
Agreement"), whereby Nederlander and Toboroff were issued non-qualified options
to purchase 41,000 shares of Common Stock with an exercise price per share of
$10.75. The options are fully exercisable and expire on May 25, 1999. The
options may not be exercised unless the holder is a director, employee or
representative of the Company. The exercise price is subject to adjustment in
the event of certain events, including, but not limited to, recapitalizations,
mergers and stock splits. The 1992 Stock Option Agreements with Nederlander and
Toboroff are identical to Nederlander's 1991 Stock Option Agreement (filed as
Exhibit 5 to the Schedule 13D) in all respects, other than number of Shares
subject to the option, exercise price and term.
On March 25, 1993, the Company entered into a Stock Option Agreement under
the Plan with Mauer (the "Mauer Stock Option Agreement"), whereby Mauer was
issued nonqualified options to purchase 300,000 shares of Common Stock with an
exercise price per share of (i) $4.00 for 200,000 shares, (ii) $3.625 for 88,000
shares and (iii) $3.25 for 12,000 shares. As of August 9, 1995, 120,000 options
were fully exercisable. The options expire on March 25, 2003. If Mauer is no
longer employed by the Company, the options expire, depending upon the
circumstances of his termination, between 30 and twelve months from the date of
termination. The exercise price is subject to adjustment in the event of
certain events, including, but not limited to, recapitalizations, mergers and
stock splits. The Mauer Stock Option Agreement, as
28
<PAGE>
amended, has been attached hereto as Exhibit 17 and is incorporated by reference
herein.
On February 1, 1994, the Company entered into a Stock Option Agreement
under the Plan Cougill (the "Cougill Stock Option Agreement"), whereby Cougill
was issued non-qualified options to purchase 75,000 shares of Common Stock with
an exercise price per share of $2.5625. Options to purchase 37,500 shares are
fully exercisable. The options to purchase the remaining 37,500 shares become
exercisable on February 1, 1996. The options expire on February 1, 1999. If
Cougill is no longer employed by the Company, the options expire, depending
upon the circumstances of his termination, between 30 days and twelve months
from the date of termination. The exercise price is subject to adjustment in
the event of certain events, including, but not limited to, recapitalizations,
mergers and stock splits. The Cougill Stock Option Agreement has been attached
hereto as Exhibit 19 and is incorporated by reference herein.
On August 25, 1994, the Company entered into a Stock Option Agreement under
the Plan with each of Nederlander, Toboroff and McConnaughy (the "1994 Stock
Option Agreement"), whereby each of them was issued non-qualified options to
purchase 15,000 shares of Common Stock with an exercise price per share of
$2.625. The options are fully exercisable and expire on July 8, 1999. The
options may not be exercised unless the holder is an employee or representative
of the Company. The exercise price is subject to adjustment in the event of
certain events, including, but not limited to, recapitalizations, mergers and
stock splits. The 1994 Stock Option Agreement with Nederlander has been
attached hereto as Exhibit 18 and is incorporated by reference herein. The 1994
Stock Option Agreements with McConnaughy and Toboroff are identical to the 1994
Stock Option Agreement with Nederlander in all respects.
The Stockholders' Agreement provides for, among others, (i) the release
from the Voting Trust of the Shares (the "Released Shares") (x) acquired by the
Purchasers pursuant to the Acquisition Transactions and (y) owned by Toboroff,
Benefit Plan or Lenny Corp. and (ii) the voting by each of the Purchasers,
Toboroff and Benefit Plan of the Released Shares as the Voting Trustee votes the
Shares held pursuant to the Voting Trust. The
29
<PAGE>
Stockholders' Agreement terminates upon (i) the death of Nederlander, (ii) the
transfer of the Released Shares (other than a transfer to an Affiliate (as
defined in the Stockholders' Agreement)) with respect to the Released Shares so
transferred or (iii) May 28, 2001.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are hereby filed as additional exhibits to the Schedule 13D:
Exhibit 6 Joint Filing Agreement dated August 15, 1995 by and among MLC,
Robert Holdings, RER, QEN, Nederlander, McConnaughy, JEMC, FTI,
Mauer, Cougill, Toboroff, Lenny Corp. and Benefit Plan.
Exhibit 7 Promissory Note of Lenny Corp., dated August 9, 1995, made to the
order of FTI.
Exhibit 8 Guaranty dated as of August 9, 1995, by Toboroff.
Exhibit 9 Recourse Promissory Note of Toboroff and Joy Toboroff dated
August 10, 1995 made to Bestin Worldwide Limited.
Exhibit 10 Pledge Agreement, dated as of August 10, 1995 by Toboroff, Joy
Toboroff and Lenny Corp.
Exhibit 11 Amendment to Amended Agreement of Limited Partnership of M.L.C.
Partners Limited Partnership dated as of August 9, 1995, by and
among Robert Holdings, JEMC, Lenny Corp. and Benefit Plan.
Exhibit 12 Stockholders' Agreement dated as of August 15, 1995, by and among
the Purchasers, Toboroff, Benefit Plan and Robert Nederlander, as
voting trustee.
Exhibit 13 Form of Warrant, dated January 26, 1994, issued by the Company.
30
<PAGE>
Exhibit 14 Purchase Agreement, dated as of August 9, 1995 by and among each of
the Purchasers, Bar-on-Helford and MLC.
Exhibit 15 Purchase Agreement, dated as of August 9, 1995, by and among each of
the Purchasers, FTI and MLC.
Exhibit 16 Purchase and Assignment Agreement, dated as of August 9, 1995, by
and among each of the Purchasers and The Palm Beach Trust Company.
Exhibit 17 Stock Option Agreement dated March 25, 1993, between the Company
and Mauer.
Exhibit 18 Stock Option Agreement dated February 1, 1994, between the Company
and Cougill, as amended.
Exhibit 19 Stock Option Agreement dated August 25, 1994, between the Company
and Nederlander.
31
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
M.L.C. PARTNERS LIMITED
PARTNERSHIP
By: Robert Holdings, Inc.
Its: General Partner
by: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
32
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
ROBERT HOLDINGS, INC.
By: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
33
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
R.E.R. CORP.
By: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
34
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
QEN, INC.
By: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
35
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and cor-
rect.
Dated: August 16, 1995
/s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
36
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
JEMC CORP.
By: /s/ John McConnaughy, Jr.
-------------------------
John McConnaughy, Jr.
President
37
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and cor-
rect.
Dated: August 16, 1995
/s/ John McConnaughy, Jr.
-------------------------
John McConnaughy, Jr.
38
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
LENNY CORP.
By: /s/ Leonard Toboroff
--------------------
Leonard Toboroff
President
39
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
LEONARD TOBOROFF, P.C.
DEFINED BENEFIT PLAN
By: /s/ Leonard Toboroff
--------------------
Leonard Toboroff
Trustee
40
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and cor-
rect.
Dated: August 16, 1995
/s/ Leonard Toboroff
--------------------
Leonard Toboroff
41
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and cor-
rect.
Dated: August 16, 1995
/s/ David Mauer
---------------
David Mauer
42
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and cor-
rect.
Dated: August 16, 1995
/s/ Dan Cougill
---------------
Dan Cougill
43
<PAGE>
SIGNATURE
After reasonable 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: August 16, 1995
FINANCIAL TRUSTEES, INC.
By: /s/ Jeffrey Epstein
-------------------
Jeffrey Epstein
President
44
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ROBERT HOLDINGS, INC.
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
Robert E. Nederlander President,
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer
New York, NY 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the theatri-
cal business.
Mr. Nederlander is a United
States citizen.
45
<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF LENNY CORP.
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
Leonard Toboroff President and Chief
c/o The Corporation Trust Executive Officer.
Company
1209 Orange Street Principal Occupation --
Wilmington, Delaware 19801 investing.
Mr. Toboroff is a United
States citizen.
46
<PAGE>
SCHEDULE C
TRUSTEE OF LEONARD TOBOROFF, P.C. DEFINED BENEFIT PLAN
<TABLE>
<CAPTION>
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
<S> <C>
Leonard Toboroff Trustee
1125 Fifth Avenue
New York, New York 10029 Principal Occupation --
investing.
Mr. Toboroff is a United
States citizen.
</TABLE>
47
<PAGE>
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF R.E.R CORP.
<TABLE>
<CAPTION>
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
<S> <C>
Robert E. Nederlander President,
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer
New York, NY 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the theatri-
cal business.
Mr. Nederlander is a United
States citizen.
</TABLE>
48
<PAGE>
Schedule E
DIRECTORS AND EXECUTIVE OFFICERS OF JEMC CORP.
<TABLE>
<CAPTION>
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
<S> <C>
John McConnaughy, Jr. President and Chief
1001 High Ridge Road Executive Officer.
Stamford, CT 06905
Principal Occupation --
investing.
Mr. McConnaughy is a United
States citizen.
</TABLE>
49
<PAGE>
SCHEDULE F
DIRECTORS AND EXECUTIVE OFFICERS OF QEN, INC.
<TABLE>
<CAPTION>
Name and Position/Present Principal
Business Address Occupation or Employment
- ---------------- --------------------------
<S> <C>
Robert E. Nederlander President;
c/o Robert Nederlander Chief Executive Officer and
810 Seventh Avenue Chief Financial Officer.
New York, NY 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the theatri-
cal business.
Mr. Nederlander is a United
States citizen.
</TABLE>
50
