SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 4
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 4
Under the Securities Exchange Act of 1934
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Varsity Spirit Corporation
(Name of Subject Company)
Riddell Sports Inc.
Cheer Acquisition Corp.
(Bidders)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
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922294 10 3
(CUSIP Number of Class of Securities)
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Lisa Marroni, Esq.
General Counsel
Riddell Sports Inc.
900 Third Avenue
New York, New York 10022
(212) 826-4300
Copy to:
Sheldon S. Adler, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(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 PROCEDURE IS REQUIRED |_|
PURSUANT TO ITEMS 2(e) OR 2(f)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF TENNESSEE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,511,415
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
98.6%
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10 TYPE OF REPORTING PERSON: CO
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CUSIP No. 922294 10 3
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1 NAME OF REPORTING PERSON:
RIDDELL SPORTS INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
22-2890400
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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%
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10 TYPE OF REPORTING PERSON: CO
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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.
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 10. Additional Information.
The information set forth in Item 10(f) of the Schedule
14D-1 is hereby amended and supplemented by the following information:
On Thursday, June 19, 1997, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference, relating to the completion of the Offer by Purchaser.
Parent and Purchaser announced their acceptance for purchase of all Shares
validly tendered and not withdrawn under the Offer, including those Shares
tendered by means of Notice of Guaranteed Delivery. A total of
approximately 4,511,415 Shares (including 500 Shares which were subject to
guarantees of delivery) were tendered pursuant to the Offer, which expired
at 11:00 a.m., New York City time, on Thursday, June 19, 1997. The Shares
tendered represent approximately 98.6% of the Company's outstanding Shares.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press Release, dated June 19, 1997, issued by Riddell Sports Inc.
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 19, 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 19, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
Name: David Groelinger
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Sequentially
No.: Description: Numbered Page:
(a)(10) Press Release, dated June 19, 1997, issued by
Riddell Sports Inc.
Riddell
Quality since 1929
RIDDELL SPORTS INC.
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900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK, 10022
(212) 826-4300
Fax (212) 826-5006
Contact: David Groelinger
Chief Financial Officer
RIDDELL SPORTS INC. COMPLETES
TENDER OFFER FOR VARSITY SPIRIT CORPORATION
New York, NY (June 19, 1997) -- Riddell Sports Inc. (NASDAQ:
RIDL) announced today that a wholly-owned subsidiary of Riddell, Cheer
Acquisition Corp., has completed its cash tender offer for all outstanding
shares of common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) at a
price of $18.90 per share. The offer was financed with the proceeds of the
Company's Rule 144A placement of $115 million of its 10 1/2% Senior Notes
due 2007.
Riddell stated that, based upon a preliminary count,
approximately 98.6% of Varsity's presently outstanding shares or a total of
approximately 4,511,415 Varsity shares (including 500 shares which were
subject to guarantees of delivery) had been tendered pursuant to the offer,
which expired at 11:00 a.m., New York City time, on June 19, 1997 and that
all such shares had been or will be purchased in accordance with the terms
of the offer.
As previously announced, all shares of Varsity common stock
not tendered and purchased in the offer will be acquired in a subsequent
second-step merger transaction at the same $18.90 per share price. The
merger is currently expected to occur on or about July 25, 1997.
Jeffrey Webb, Riddell's newly appointed Vice-Chairman and
President and Chief Operating Officer of Varsity, stated, "Varsity's
employees and I are excited about the merger with Riddell and look forward
to working towards realization of the companies' many cross-selling and
growth opportunities."
David Mauer, President and Chief Executive Officer of
Riddell, said, "This merger brings together the industry leaders in
football and cheerleading. Together we have a direct sales force that is
uniquely positioned to service the athletic, spirit and booster organiza-
tions in over 40,000 schools. We appreciate the fine record of performance
that Jeff and his team have delivered for many years and expect that by
working together we can accelerate our growth."
Riddell Sports Inc. sells sporting goods products and
services for football and other sports. The Company is the world's leading
manufacturer and reconditioner of football helmets and shoulder pads. The
Company sell its sporting goods products (including mini-and full-size
helmets made for display purposes for collectors) under the Riddell(R) and
Pro-Edge(R) brands and provides reconditioning services under the
Riddell/All-American name. The Company also licenses the Riddell(R) and
MacGregor(R) trademarks for use on athletic footwear, leisure apparel and
sports equipment.
Varsity is the leading supplier of cheerleader and dance
team uniforms and accessories to youth, junior high, high school and
college markets; Varsity is also the largest operator of cheerleading and
dance team camps in the U.S.
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