UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
RIDDELL SPORTS INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
765670-10-4
(CUSIP Number)
SHELDON S. ADLER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
NEW YORK, NEW YORK 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 26, 1997
(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: ( )
13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS M.L.C. PARTNERS LIMITED PARTNERSHIP
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3507237
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 43,750
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 830,281
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
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14 TYPE OF REPORTING PERSON PN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS ROBERT HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-2991917
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 830,281
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,281
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
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14 TYPE OF REPORTING PERSON CO
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS QEN, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-2826611
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
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NUMBER OF 7 SOLE VOTING POWER 50,000
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 50,000
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
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14 TYPE OF REPORTING PERSON CO
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS ROBERT NEDERLANDER
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 4,912,627
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,643,737
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,912,627
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7%
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14 TYPE OF REPORTING PERSON IN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS R.E.R. CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 38-276-7825
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION MICHIGAN
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 529,364
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
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14 TYPE OF REPORTING PERSON CO
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS JOHN MCCONNAUGHY, JR.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 714,308
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,308
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
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14 TYPE OF REPORTING PERSON IN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS JEMC CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 529,364
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,364
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
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14 TYPE OF REPORTING PERSON CO
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS DAVID MAUER
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 361,525
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,525
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%
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14 TYPE OF REPORTING PERSON IN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS DAN COUGILL
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 88,927
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,927
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
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14 TYPE OF REPORTING PERSON IN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS LENNY CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3970019
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 966,443
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,443
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%
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14 TYPE OF REPORTING PERSON CO
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS LEONARD TOBOROFF, P.C. DEFINED
BENEFIT PLAN
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 118,611
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,611
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
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13D
CUSIP NO. 765670-10-4
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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 OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6 CITIZEN OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,342,003
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,342,003
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
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13D
CUSIP NO. 765670-10-4
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1 NAME OF REPORTING PERSONS JEFFREY G. WEBB
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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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
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NUMBER OF 7 SOLE VOTING POWER NONE
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 762,127
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,127
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
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This Amendment No. 3 amends the Schedule 13D
filed on February 15, 1994 and amended on August 9, 1995
and May 10, 1996 (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 ("Lenny Corp.") and
Financial Trustees, Inc., a Florida corporation ("FTI"),
and also, 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").
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented as
follows:
This Statement is being filed by MLC, its general
partner, Robert Holdings, and also 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"), JEMC Corp., a Delaware corporation
("JEMC"), QEN, R.E.R. Corp., a Michigan corporation
("RER"), Nederlander, McConnaughy, Leonard Toboroff
("Toboroff"), David Mauer ("Mauer"), Dan Cougill
("Cougill") and Jeffrey Webb ("Webb"). MLC, Robert
Holdings, RER, Lenny Corp., Benefit Plan, JEMC, QEN,
Nederlander, McConnaughy, Toboroff, Mauer and Cougill are
hereinafter sometimes collectively referred to as the
"Original Reporting Persons" and collectively with Webb,
the "Reporting Persons."
On June 26, 1997, Webb became a party to the
Stockholders Agreement, dated as of August 14, 1995, by
and among Robert Nederlander, as voting trustee (the
"Voting Trustee") under the Voting Trust Agreement dated
as of May 29, 1991, by and among the Company and all of
the stockholders of the Company listed on Schedule A
thereto (the "Voting Trust Agreement"), Lenny Corp., a
Delaware corporation, Leonard Toboroff, P.C. Defined
Benefit Plan ("Benefit Plan"), Toboroff, Mauer, Cougill,
RER and JEMC, pursuant to an amendment, dated June 26,
1997 (the "Amendment"), by and among the Original
Reporting Persons and Webb. A copy of the Amendment is
attached hereto as Exhibit 20 and is incorporated herein
by reference.
The principal business of Webb is as Vice Chairman
of the Company and also President and Chief Operating
Officer of the Company's subsidiary, Varsity Spirit
Corporation. His principal business address is c/o
Riddell Sports Inc., 900 Third Avenue, New York, NY
10022. Webb 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 Schedule A, B,
C, D, E and F, attached hereto, respectively.
None of the Reporting Persons, and to the knowledge
of the Reporting Persons, the persons set forth on
Schedules A through 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 report in part reflects the vesting of 98,750
Shares underlying certain options granted to Messrs.
Cougill, Mauer, McConnaughy, Nederlander and Toboroff
pursuant to the Company's 1991 Stock Option Plan, more
fully described in Item 4, which options are either
exercisable currently and have not previously been
reported on Schedule 13D or are exercisable within 60
days of this Amendment No. 3, 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. 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.
This report also reflects the termination of
beneficial ownership of each of Nederlander and Toboroff
of 56,000 Shares and of Mr. McConnaughy of 15,000 Shares
(127,000 Shares in the aggregate). These Shares were
underlying certain options which have expired prior to
exercise and therefore are no longer deemed beneficially
owned by such persons. No consideration was involved
with this change.
As described more fully below, this report also
relates to an increase in Nederlander's beneficial
ownership by (i) 560,618 Shares resulting from the terms
of the Amendment, which conveys voting control to
Nederlander over additional Shares which are beneficially
owned by Cougill, Mauer, McConnaughy and Toboroff and
JEMC, Lenny Corp. and Benefit Plan and (ii) 762,127
Shares arising out of Webb's entering into the Amendment.
The 560,618 Shares were previously reported on this
Schedule 13D in Amendment No. 1 but were not deemed
beneficially owned by Nederlander at that time because
they were then specifically excluded from the voting
restrictions in the Shareholders Agreement. No
consideration was paid to effect this change.
The report also reflects a change from Shared
Dispositive Power over 666,667 Shares owned by Toboroff
to Sole Dispositive Power over these Shares, as discussed
below, resulting from the termination of the pledge of
such Shares. No consideration was involved with this
change.
The shares of Common Stock beneficially owned by
Webb were acquired (the "Purchase Transaction") from the
Company for a purchase price of $4.50 per share, pursuant
to the Stock Purchase Agreement, dated as of May 5, 1997,
by and between Webb and the Company (the "Stock Purchase
Agreement"), a copy of which is attached hereto as
Exhibit 21, and is incorporated herein by reference.
Webb's source of funds for this purchase was from
personal funds, including funds obtained by Webb through
the sale of Webb's shares of Varsity Spirit Corporation
("Varsity") to Cheer Acquisition Corp., a wholly-owned
subsidiary of the Company ("Cheer Acquisition"), pursuant
to Cheer Acquisition's recently completed tender offer
for all of the outstanding shares of Varsity common stock
at a price per share of $18.90.
Item 4
Item 4 is hereby amended to provide as follows:
This amendment to Schedule 13D is filed for the
following reasons:
Cougill, Mauer, McConnaughy, Nederlander and
Toboroff are directors and/or officers of the Company who
has received grants of stock options under the Company's
1991 Stock Option Plan. As listed below, some of these
options have recently vested in accordance with their
terms, and such persons are deemed to beneficially own
the shares of Common Stock underlying such options. The
options described below owned by McConnaughy, Nederlander
and Toboroff were granted on June 27, 1996 and became
exercisable June 27, 1997. The options owned by Cougill
were granted September 28, 1995 and became exercisable
September 28, 1996. The options owned by Mauer were
granted on March 25, 1993 and July 16, 1996, and a
portion of these options became exercisable in part on
March 25, 1997 and the remainder will become exercisable
on July 16, 1997.
Accordingly, this Amendment No. 3 amends the
Schedule 13D to include the beneficial ownership by
certain of the Reporting Persons of the following number
of shares of Common Stock underlying options currently
exercisable and not previously reported on this Schedule
13D or exercisable within 60 days:
Name Number of Shares Exercise price per Share
---- ---------------- ------------------------
Dan Cougill 3,750 $3.375
David Mauer 17,600 3.625
2,400 3.25
40,000 4.00
12,500 4.50
John McConnaughy 7,500 4.75
Robert Nederlander 7,500 4.75
Leonard Toboroff 7,500 4.75
In addition, each of Nederlander and Toboroff
beneficially owned 41,000 Shares of Common Stock
underlying stock options which expired on May 26, 1997
prior to exercise and each of McConnaughy, Nederlander
and Toboroff beneficially owned 15,000 Shares underlying
options which expired on September 23, 1996 prior to
exercise. These shares are no longer deemed beneficially
owned by such persons. This Schedule 13D is hereby
amended to delete these shares from the beneficial
ownership tables.
On May 5, 1997 the Company entered into a Merger
Agreement with Varsity. Mr. Webb was President and
Chairman of Varsity at this time, and as part of this
transaction agreed to purchase certain shares of the
Company's Common Stock with the proceeds of the tender of
his Varsity shares to the Company in a tender offer
commenced by the Company in connection with the proposed
merger of Varsity into Cheer (the "Merger"). As a result
of this agreement, as indicated in Item 2, Mr. Webb
acquired 762,167 shares of the Company Common Stock on
June 26, 1997 and became a party to the Shareholders
Agreement pursuant to the Amendment and, as such,is
deemed to be a member of the group filing this Schedule
which may be deemed to exercise control over the
management and affairs of the Company.
Prior to the Amendment, Messrs. Cougill, Mauer,
McConnaughy, Nederlander and Toboroff and R.E.R.
Corporation, JEMC, Benefit Plan, Lenny Corp. and Robert
Holdings Corporation were not required to vote their
interest in Shares underlying a Warrant to purchase an
aggregate of 150,000 Shares in the same manner as Mr.
Nederlander votes as Voting Trustee under the Voting
Trust. However, the Amendment now requires these
individuals and entities to vote all Shares owned by them
in the same manner as Mr. Nederlander votes his shares as
Voting Trustee under the Voting Trust and to vote their
shares in favor of (i) Mr. Webb and a designee of Webb as
directors of the Company and (ii) the Riddell Sports Inc.
1997 Stock Option Plan.
As a result of the Amendment, therefore, Nederlander
is now deemed to beneficially own 150,000 (100%) of the
Shares underlying the Warrant; 43,750 of these Shares are
owned by M.L.C. and 81,511 of these Shares are owned by
Cougill, Mauer, McConnaughy, and Toboroff and JEMC,
Benefit Plan and Lenny Corp., each of which have sole
dispositive power with respect to the Shares underlying
such person or entity's interest in the Warrant.
Furthermore, Messrs. Cougill, Mauer, McConnaughy, and
Toboroff and JEMC, Benefit Plan and Lenny Corp have
shared voting power with respect to such Shares and no
longer have sole voting power with respect to those
Shares as reported in Amendment No. 1 and 2 to this
Schedule 13D, which is amended to reflect this change.
In addition, the pledge of 666,667 Shares by Mr.
Toboroff to Bestin Virgin Islands Company pursuant to a
Pledge Agreement dated as of August 10, 1995 has
terminated and Mr. Toboroff now has sole dispositive
power over these shares. This Schedule 13D is amended to
reflect this change.
Furthermore, pursuant to the Amendment, all of the
Shares beneficially owned by Webb are subject to the
Stockholders' Agreement. Pursuant to the Stockholders'
Agreement and the Amendment each of the parties thereto
agrees to vote such Shares as the voting trustee votes
the Common Stock held pursuant to the Voting Trust and
(i) in favor of Webb and a designee of Webb as directors
of the Company and (ii) in favor of the Riddell Sports
Inc. 1997 Stock Option Plan.
Pursuant to the Amendment and the Employment
Agreement, dated as of May 5, 1997, by and between Webb
and the Company, a copy of which is attached hereto as
Exhibit 22 and is incorporated by reference herein, Webb
and a designee of Webb are entitled to be appointed to
the Company's Board of Directors.
As a result of the Purchase Transaction, the
Reporting Persons beneficially own an aggregate of
4,912,627 Shares, representing 50.7% 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 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, subject, in Webb's case, to
applicable federal securities law limitations on sales of
restricted securities. 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.
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 and
after giving effect to the sale of an aggregate of
762,127 Shares to Webb and certain other members of
Varsity's senior management, there are 9,054,154 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 9.1% 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
5.8% of the currently issued and outstanding Shares of
Common Stock.
JEMC beneficially owns 529,364 Shares, representing
5.8% of the currently issued and outstanding Shares of
Common Stock.
McConnaughy beneficially owns, individually and as
the sole stockholder of JEMC, 714,308 Shares (of which
147,444 are subject to the Voting Trust), representing
7.8% 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, 1,643,737 Shares (of which 983,123 are subject to
the Voting Trust) and (ii) an additional 3,268,890
Shares, as voting trustee under the Voting Trust and
pursuant to the Stockholders' Agreement, (4,912,827
Shares in the aggregate), representing 50.7% of the
currently issued and outstanding Shares of Common Stock.
Lenny Corp. beneficially owns 966,443 Shares,
representing 10.6% of the currently issued and
outstanding Shares of Common Stock.
Benefit Plan beneficially owns 118,611 Shares,
representing 1.3% 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, 1,304,503 Shares, representing 14.7% of the
currently issued and outstanding Shares of Common Stock.
Mauer beneficially owns 361,525 Shares, representing
3.9% of the currently issued and outstanding Shares of
Common Stock.
Cougill beneficially owns 88,927 Shares,
representing 1% of the currently issued and outstanding
Shares of Common Stock.
Webb beneficially owns 762,127 Shares of Common
Stock, representing 8.4% of the currently issued and
outstanding shares of Common Stock, all of which are
subject to the Stockholders' Agreement; Webb has sole
dispositive power with respect to such Shares.
(b) Nederlander, pursuant to the Voting Trust has
sole power to vote all of the Shares owned by MLC (other
than 43,750 Shares underlying a Warrant that are
currently exercisable) 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 and the
Amendment, the Purchasers, Toboroff, Benefit Plan and
Webb have agreed to vote those Shares beneficially owned
by them, and not subject to the Voting Trust, as
Nederlander, as the voting trustee under the Voting
Trust, votes the Shares held pursuant to the Voting Trust
and (i) in favor of Webb and a designee of Webb as
directors of the Company and (ii) in favor of the Riddell
Sports Inc. 1997 Stock Option Plan. 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 (4,912,627 Shares
in the aggregate).
Pursuant to the Stock Purchase Agreement, on June
26, 1997, Webb purchased 762,127 Shares of Common Stock
at a price of $4.50 per Share from the Company. A copy
of the Stock Purchase Agreement is attached hereto as
Exhibit 21 and is incorporated by reference herein.
(c) On June 24, 1997 the Company granted options
under its 1991 Stock Option Plan to Messrs. McConnaughy,
Nederlander and Toboroff which vest fully June 24, 1998.
On June 24, 1997 the Company also granted an option to
acquire 20,000 shares and 50,000 shares of Common Stock
to Messrs. Cougill and Mauer, respectively; these options
vest 25% per year commencing June 24, 1998. The exercise
price of these options is $5.44 per share. None of these
option is deemed beneficially owned as of this date.
Also in connection with the Merger, the Company entered
into an Employment Agreement with Mr. Webb dated May 5,
1997 pursuant to which the Company agreed to grant to Mr.
Webb (subject to the consummation of the Merger and
certain other conditions) options to acquire a total of
50,000 Shares at an exercise price to be determined by
formula and 347,760 shares of the Company's Common Stock
at a per share exercise price of $3.80. The Merger has
not yet become effective and none of these options is
deemed beneficially owned by Webb on this date.
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. 2 to the Schedule 13D.
(d) None.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Item 6 is hereby amended as follows:
The Amendment provides among other things, that
during the term of the Employment Agreement, the parties
to the Stockholders' Agreement shall vote (i) in favor of
Webb and a designee of Webb as directors of the Company
and (ii) in favor of the Riddell Sports Inc. 1997 Stock
Option Plan.
Item 7. Material to be Filed as Exhibits.
The following are hereby filed as additional
exhibits to the Schedule 13D:
Exhibit 20 Amendment to Stockholders' Agreement, dated
as of June 26, 1997, by and among the
Purchasers, Toboroff, Benefit Plan (each, as
defined therein), Robert Nederlander, as
voting trustee, and Webb.
Exhibit 21 Stock Purchase Agreement, dated as of May 5,
1997 by and between Webb and Riddell Sports
Inc., previously filed with the Securities
and Exchange Commission (the "Commission") by
the Company as Annex III to the Offer to
Purchase, Exhibit (a)(1) to the Schedule 14D-
1 of the Company, on May 12, 1997, and
incorporated by reference herein.
Exhibit 22 Employment Agreement, dated as of May 5,
1997, by and between Webb and Riddell Sports
Inc., previously filed with the Commission by
the Company as Exhibit (c)(7) to the Schedule
14D-1 of the Company filed on May 12, 1997
and incorporated by reference.
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: July 1, 1997
M.L.C. PARTNERS LIMITED
PARTNERSHIP
By: Robert Holdings, Inc.
its General Partner
by: /s/ Robert E. Nederlander
Robert E. Nederlander
President
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: July 1, 1997
ROBERT HOLDINGS, INC.
By: /s/ Robert E. Nederlander
Robert E. Nederlander
President
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: July 1, 1997
R.E.R. CORP.
By: /s/ Robert E. Nederlander
Robert E. Nederlander
President
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: July 1, 1997
QEN, INC.
By: /s/ Robert E. Nederlander
Robert E. Nederlander
President
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
correct.
Dated: July 1, 1997
/s/ Robert E. Nederlander
Robert E. Nederlander
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: July 1, 1997
JEMC CORP.
By: /s/ John McConnaughy, Jr.
John McConnaughy, Jr.
President
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
correct.
Dated: July 1, 1997
/s/ John McConnaughy, Jr.
John McConnaughy, Jr.
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: July 1, 1997
LENNY CORP.
By: /s/ Leonard Toboroff
Leonard Toboroff
President
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: July 1, 1997
LEONARD TOBOROFF, P.C.
DEFINED BENEFIT PLAN
By: /s/ Leonard Toboroff
Leonard Toboroff
Trustee
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
correct.
Dated: July 1, 1997
/s/ Leonard Toboroff
Leonard Toboroff
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
correct.
Dated: July 1, 1997
/s/ David Mauer
David Mauer
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
correct.
Dated: July 1, 1997
/s/ Dan Cougill
Dan Cougill
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
correct.
Dated: July 1, 1997
/s/ Jeffrey G. Webb
Jeffrey G. Webb
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
theatrical business.
Mr. Nederlander is a United
States citizen.
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.
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 10029 Principal Occupation --
investing.
Mr. Toboroff is a United
States citizen.
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, NY 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the
theatrical business.
Mr. Nederlander is a United
States citizen.
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
1001 High Ridge Road Executive Officer.
Stamford, CT 06905
Principal Occupation -
investing.
Mr. McConnaughy is a United
States citizen.
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, NY 10019
Principal Occupation --
President of Nederlander
Organization, Inc., which
is engaged in the
theatrical business.
Mr. Nederlander is a United
States citizen.
Exhibit Index
Exhibit Page
------- ----
Exhibit 20 Amendment to Stockholders' Agreement dated
as of June 26, 1997, by and among the
Purchasers, Toboroff, Benefit Plan (each,
as defined therein), Robert Nederlander,
as voting trustee, and Webb.
Exhibit 21 Stock Purchase Agreement, dated as of May
5, 1997 by and between Webb and Riddell
Sports Inc., previously filed with the
Commission by the Company as Annex III to
the Offer to Purchase, Exhibit (a)(1) to
the Schedule 14D-1 of the Company, on May
12, 1997, and incorporated by reference
herein.
Exhibit 22 Employment Agreement, dated as of May 5,
1997, by and between Webb and Riddell
Sports Inc., previously filed with the
Commission by the Company as Exhibit
(c)(7) to the Schedule 14D-1 of the
Company filed on May 12, 1997 and
incorporated by reference.
AMENDMENT TO STOCKHOLDERS' AGREEMENT
This AMENDMENT (the "Amendment") to the
STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995 (the
"Stockholders' Agreement"), a copy of which is attached
hereto as Annex A, by and among Robert Nederlander, as
voting trustee (the "Voting Trustee") under the Voting
Trust Agreement dated as of May 29, 1991, by and among
Riddell Sports, Inc., a Delaware corporation (the "Compa-
ny") and all of the stockholders of the Company listed on
Schedule A thereto (the "Voting Trust Agreement"), Lenny
Corp., a Delaware corporation, Leonard Toboroff, P.C.
Defined Benefit Plan ("Benefit Plan"), Leonard Toboroff
("Toboroff"), David Mauer ("Mauer"), Dan Cougill
("Cougill"), R.E.R. Corp., a Michigan Corporation
("R.E.R."), JEMC Corp., a Delaware corporation ("JEMC"
and together with Lenny Corp., Benefit Plan, Toboroff,
Mauer, R.E.R. and Cougill, the "Stockholders") is made by
and among the Voting Trustee, the Stockholders and
Jeffrey G. Webb (the "Executive") this 26th day of June,
1997.
Reference is hereby made to the EMPLOYMENT
AGREEMENT dated as of May 5, 1997 (the "Employment Agree-
ment"), by and between the Company and the Executive, a
copy of which is attached hereto as Annex B.
WHEREAS, Section 3 of the Employment Agreement
provides that the Company shall nominate the Executive
and a designee (the "Designee") of the Executive reason-
ably acceptable to the Board of Directors of the Company
(the "Company Board") to the Company Board; and
WHEREAS, pursuant to Section 3 of the Employ-
ment Agreement, the Company is required to use its best
efforts to (i) cause the Executive and the Designee to be
elected to the Company Board and (ii) cause the Executive
to serve as Vice Chairman of the Company and on the
Executive Committee of the Company Board, in each case
for the duration of the Term (as defined in the Employ-
ment Agreement) of the Employment Agreement; and
WHEREAS, the Executive has agreed, pursuant to
Section 3 of the Employment Agreement, effective as of
the Effective Date (as defined in the Employment Agree-
ment), to become a party to the Stockholders' Agreement;
and
WHEREAS, pursuant to Section 3 of the Employ-
ment Agreement, the Company has agreed to amend the
Stockholders' Agreement so that the parties thereto
agree, for the duration of the Term, to vote their shares
of Company common stock, par vale $.01 per share (the
"Shares") (i) in favor of the election of the Executive
and the Designee to the Company Board and (ii) in favor
of the Plan (as defined below).
NOW, THEREFORE, in consideration of the forego-
ing and mutual agreements hereinafter contained, the
parties hereto agree as follows:
Section A. Definition of "Stockholders". The
definition of the term "Stockholders" in the
Stockholders' Agreement, as set forth in the first para-
graph thereof, is hereby amended to include the Executive
as one of the Stockholders and is restated in its entire-
ty as follows:
"STOCKHOLDERS' AGREEMENT, dated as of
August 14, 1995, as amended and restated on June
26, 1997, by and among Robert Nederlander, as
voting trustee (the "Voting Trustee") under the
Voting Trust Agreement dated as of May 29, 1991, by
and among Riddell Sports, Inc., a Delaware corpora-
tion (the "Company"), and all of the stockholders of
the Company listed on Schedule A thereto (the "Vot-
ing Trust Agreement"), Lenny Corp., a Delaware
corporation, Leonard Toboroff, P.C. Defined Benefit
Plan ("Benefit Plan"), Leonard Toboroff
("Toboroff"), David Mauer ("Mauer"), Dan Cougill
("Cougill"), R.E.R. Corp., a Michigan Corporation
("R.E.R."), JEMC Corp., a Delaware corporation
("JEMC") and Jeffrey G. Webb (the "Executive" and
together with Lenny Corp., Benefit Plan, Toboroff,
Mauer, R.E.R., Cougill and JEMC, the "Stockhold-
ers")."
Section B. Amendment to Section 1.2. Section
1.2 of the Stockholders' Agreement is hereby amended and
restated in its entirety as follows:
"1.2 Voting Agreement.
(a) Each of the Stockholders (other
than the Executive) hereby agrees that, during the
term of this Agreement, at any meeting of the stock-
holders of the Company or any adjournment thereof,
however called, or in any other circumstances upon
which its vote, consent, or other approval is
sought, each of the Stockholders (other than the
Executive) shall vote or cause to be voted such
Stockholder's shares of Riddell Stock (i) as the
Voting Trustee votes the Riddell Stock held pursuant
to the Voting Trust, and (ii) during the Term of the
Employment Agreement dated as of May 5, 1997 by and
between the Company and the Executive (the "Employ-
ment Agreement") (as "Term" is defined in the Em-
ployment Agreement), and notwithstanding the above
clause (i), (a) in favor of the election of the
Executive and a designee (the "Designee") of Execu-
tive reasonably acceptable to the Board of Directors
of the Company (the "Company Board") (it being
understood that any person who was a senior vice
president or director of Varsity Spirit Corporation
on May 5, 1997 shall be an acceptable Designee to
the Company Board without further action) to the
Company Board and (b) in favor of the Company's 1997
Stock Option Plan (the "Plan").
(b) The Executive hereby agrees
that, during the Term of the Employment Agreement
(as "Term" is defined in the Employment Agreement),
at any meeting of the stockholders of the Company or
any adjournment thereof, however called, or in any
other circumstances upon which his vote, consent or
other approval is sought, the Executive shall vote
or cause to be voted his shares of Riddell Stock as
the Voting Trustee votes the Riddell Stock held
pursuant to the Voting Trust."
Section C. Amendment to Section 3.2(a).
Section 3.2(a) of the Stockholders' Agreement is hereby
amended to include the Executive as a required recipient
of any Notices (as defined therein) to be sent to the
Stockholders, with such Notices to be delivered to the
following address (except as may otherwise requested in
writing by the Executive):
Jeffrey G. Webb
1855 Wood Oak
Cordova, Tennessee 38015
Section D. Effective Date. This Amendment
shall become effective as of the Effective Date (as
defined in the Employment Agreement); provided that if
the Employment Agreement shall be deemed cancelled and of
no force and effect pursuant to the proviso of Section 2
of the Employment Agreement, this Amendment shall concur-
rently be deemed cancelled and of no force and effect and
the Stockholders' Agreement shall not be so amended
hereby and shall remain in force and effect as if this
Amendment had never been entered into by the parties
hereto.
Section E. Entire Amendment. Except as amend-
ed hereby, the Stockholders' Agreement shall remain in
full force and effect.
Section F. Counterparts. This Amendment may
be executed in counterparts, each of which shall be
deemed an original, but both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been
duly executed and delivered as of the day and year first
above written.
/s/ Robert Nederlander
---------------------------------
Robert Nederlander, as
Voting Trustee
LENNY CORP.
By: /s/ Leonard Toboroff
------------------------------
Name: Leonard Toboroff
Title: President
LEONARD TOBOROFF, P.C.
DEFINED BENEFIT PLAN
By: /s/ Leonard Toboroff
------------------------------
Name: Leonard Toboroff
Title: President
/s/ Leonard Toboroff
------------------------------
Leonard Toboroff, in his
individual capacity
JEMC CORP.
By: /s/ John McConnaughy, Jr.
-----------------------------
Name: John McConnaughy, Jr.
Title: President
R.E.R. Corp.
By: /s/ Robert Nederlander
-----------------------------
Name: Robert Nederlander
Title: President
/s/ David Mauer
------------------------------
David Mauer, in his individual
capacity
/s/ Dan Cougill
------------------------------
Dan Cougill, in his
individual capacity
/s/ Jeffrey G. Webb
------------------------------
Jeffrey G. Webb, in his
individual capacity
