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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
AMENDMENT NO. 1
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. 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)
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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 June 9, 1997, Parent issued a press release
announcing that it has extended the Expiration Date of
the Offer to 12:00 midnight, New York City time, on
Monday, June 16, 1997. Parent announced that as of 12:00
midnight, New York City time, on Friday, June 6, 1997,
approximately 3,249,439 Shares (or approximately 71.2% of
the Shares outstanding) had been tendered in the Offer.
A copy of the press release is attached hereto as Exhibit
(a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated June 9, 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 9, 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 9, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
Name: David Groelinger
Title: Chief Financial Officer
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
(a)(9) Press Release, dated June 9, 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 EXTENDS VARSITY OFFER
NEW YORK, NY June 9, 1997 -- Riddell Sports Inc.
(NASDAQ:RIDL) announced today that it has extended the expiration
date of its tender offer for all of the outstanding shares of the
common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) to
12:00 midnight, New York City time, on Monday, June 16, 1997. As
of 12:00 midnight, New York City time, on Friday, June 6, 1997,
approximately 3,249,439 shares of Varsity common stock (or
approximately 71.2% of the outstanding shares) had been tendered
in the offer. The offer had previously been scheduled to expire
at midnight tonight. The extension, which had been contemplated
by the Merger Agreement between Riddell and Varsity, will give
Riddell additional time to complete the Rule 144A private
placement financing which will be used to fund the purchase of
Varsity shares in the offer.
As previously announced, Riddell and Varsity have
entered into a definitive Merger Agreement pursuant to which,
among other things, Riddell has agreed to acquire all of the
shares of common stock of Varsity at a price of $18.90 per share.
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 and Pro-Edge brands and
provides reconditioning services under the Riddell/All-American
name. The Company also licenses the Riddell and MacGregor
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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