SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 5
(FINAL AMENDMENT)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
AMENDMENT NO. 5
Under the Securities Exchange Act of 1934
_______________
Varsity Spirit Corporation
(Name of Subject Company)
Riddell Sports Inc.
Cheer Acquisition Corp.
(Bidders)
_______________
Common Stock, par value $.01 per share
(Title of Class of Securities)
_______________
922294 10 3
(CUSIP Number of Class of Securities)
_______________
LISA MARRONI, ESQ. COPY TO:
GENERAL COUNSEL SHELDON S. ADLER, ESQ.
RIDDELL SPORTS INC. SKADDEN, ARPS, SLATE, MEAGHER
900 THIRD AVENUE & FLOM LLP
NEW YORK, NEW YORK 10022 919 THIRD AVENUE
(212) 826-4300 NEW YORK, NEW YORK 10022
(212) 735-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
CUSIP No. 922294 10 3
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1 NAME OF REPORTING PERSON: CHEER ACQUISITION CORP.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
---------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ( )
---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF TENNESSEE
---------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,511,415
---------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES ( )
---------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
98.6%
---------------------------------------------------------
10 TYPE OF REPORTING PERSON: CO
---------------------------------------------------------
CUSIP No. 922294 10 3
---------------------------------------------------------
1 NAME OF REPORTING PERSON: RIDDELL SPORTS INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
22-2890400
---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
---------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEDURE IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ( )
---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF TENNESSEE
---------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,511,415
---------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES ( )
---------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
98.6%
---------------------------------------------------------
10 TYPE OF REPORTING PERSON: CO
---------------------------------------------------------
Riddell Sports Inc., a Delaware corporation
("Parent"), and Cheer Acquisition Corp., a wholly owned
subsidiary of Parent and a Tennessee corporation (the
"Purchaser"), hereby amend and supplement (i) their
Tender Offer Statement on Schedule 14D-1 ("Schedule
14D-1"), filed with the Securities and Exchange Commission
(the "Commission") on May 12, 1997 with respect to the
Purchaser's offer to purchase all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of
Varsity Spirit Corporation, a Tennessee corporation (the
"Company"), at a price of $18.90 per Share, net to the
seller in cash, without interest thereon and (ii) their
Statement on Schedule 13D filed with the Commission on
May 12, 1997. This amendment constitutes the final
amendment with respect to the Schedule 14D-1.
Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Schedule 14D-1
or in the Offer to Purchase referred to therein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6(a)-(b) of
the Schedule 14D-1 is hereby amended and supplemented by
the following information:
Purchaser has completed payment for the
remaining Shares tendered pursuant to the Offer that were
subject to guarantees of delivery.
As a consequence of the purchase of Shares
pursuant to the Offer, Parent and the Purchaser
beneficially own 4,511,415 Shares, which represent
approximately 98.6% of the Shares outstanding.
ITEM 10. ADDITIONAL INFORMATION.
On June 25, 1997, Parent and the Company mailed
a letter (which included a duplicate copy of the Offer to
Purchase) to the remaining shareholders of the Company in
order to comply with certain notice requirements of the
Tennessee Business Corporation Act. A copy of the letter
is filed herewith as exhibit (a)(11) and is incorporated
herein by reference.
As previously announced, all Shares not
tendered and purchased in the Offer will be acquired in
the Merger at the same $18.90 per Share price. The
Merger is currently expected to occur on or about July
25, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Form of letter sent to remaining shareholders
of the Company.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: June 25, 1997 CHEER ACQUISITION CORP.
By: /s/ David Groelinger
-----------------------
Name: David Groelinger
Title: Vice President
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: June 25, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
-----------------------
Name: David Groelinger
Title: Chief Financial
Officer
EXHIBIT INDEX
(a)(11) Form of letter sent to remaining shareholders
of the Company.
[RIDDELL LOGO] [VARSITY LOGO]
To the Holders of Common Stock of
Varsity Spirit Corporation:
On June 19, 1997, Cheer Acquisition Corp.
("Cheer Acquisition"), a wholly-owned subsidiary of
Riddell Sports Inc. ("Riddell"), completed its cash
tender offer for all outstanding shares of common stock
of Varsity Spirit Corporation ("Varsity") at a price of
$18.90 per share. A total of 4,511,415 Varsity shares,
or approximately 98.6% of Varsity's presently outstanding
shares, were purchased pursuant to the offer.
As you may know, pursuant to the terms of the
Agreement and Plan of Merger, dated as of May 5, 1997, by
and among Riddell, Cheer Acquisition and Varsity, all
shares of Varsity common stock not tendered and purchased
in the offer will be acquired in a subsequent second-step
merger transaction (the "Merger") at the same $18.90 per
share price. The Merger is currently expected to occur
on or about July 25, 1997. Because Cheer Acquisition
owns more than 90% of the outstanding shares, under the
Tennessee Business Corporation Act (the "TBCA") no vote
is required by the shareholders of Varsity for the Merger
to become effective.
As a result of the Merger, Varsity will become
a wholly-owned subsidiary of Riddell. Pursuant to the
terms of the Agreement and Plan of Merger, each Varsity
share outstanding immediately prior to the effective time
of the Merger not owned by Cheer Acquisition will be
converted into the right to receive $18.90 per share in
cash, without interest. A copy of the Offer to Purchase,
which includes information about the Merger, is enclosed
herewith.
In accordance with the requirements of Section
48-21-105 of the TBCA, a copy of the Agreement and Plan
of Merger is enclosed herewith as Annex I to the Offer to
Purchase.
A holder of Varsity shares may have
dissenters' rights in connection with the Merger. If
such dissenters' rights are available, shareholders may
receive the fair value of their shares as determined by a
court of law upon compliance with Sections 48-23-101
through 48-23-302 of the TBCA. The value of the shares
so determined could be more or less than the $18.90 per
share to be received in the Merger. Such dissenters'
rights are described on pages 31 and 32 of the Offer to
Purchase. In addition, a copy of TBCA Section 48-23-102
is included as Annex VII to the Offer to Purchase. In
view of the complexities of TBCA Sections 48-23-101
through 48-23-302, shareholders who are considering
pursuing their dissenters' rights, if any, may wish to
consult with legal counsel.
We anticipate that Union Planters will be
designated as paying agent (the "Paying Agent") to
process the surrender of share certificates for cash
pursuant to the Merger. Following the consummation of
the Merger, former Varsity shareholders will be sent a
letter of transmittal for use in surrendering
certificates representing these shares so as to receive
the $18.90 per share Merger consideration. Accordingly,
please do not send the Paying Agent your Varsity shares
until you receive the Letter of Transmittal.
Thank you for your support.
Very truly yours,
/s/ David Mauer /s/ Jeffrey Webb
David Mauer Jeffrey Webb
