=======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
AMENDMENT NO. 2
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)
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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Parent determined to increase the amount of the
Senior Notes offering from $100 million to $115 million.
The offering is scheduled to close on Thursday, June 19,
1997 pursuant to the terms of a definitive Purchase
Agreement entered into by Parent on June 13, 1997.
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 13, 1997, Parent issued a press release
announcing that it has extended the Expiration Date of
the Offer to 11:00 a.m., New York City time, on Thursday,
June 19, 1997. Parent announced that as of 12:00
midnight, New York City time, on Thursday, June 12, 1997,
approximately 4,370,115 Shares (or approximately 95.8% of
the Shares outstanding) had been tendered in the Offer.
A copy of the press release is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release, dated June 13, 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 13, 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 13, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
Name: David Groelinger
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered
Exhibit Page
(a)(9) Press Release, dated June 13, 1997,
issued by Riddell Sports Inc
RIDDELL
QUALITY SINCE 1929
RIDDELL SPORTS INC.
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 13, 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
11:00 a.m., New York City time, on Thursday, June 19, 1997. As of
12:00 midnight, New York City time, on Thursday, June 12, 1997,
approximately 4,370,115 shares of Varsity common stock (or
approximately 95.8% of the outstanding shares) had been tendered
in the offer. The offer had previously been scheduled to expire
at midnight on Monday, June 16, 1997. 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. The offering amount has
been increased from $100 million to $115 million. The private
placement of Riddell's 10 1/2% Senior Notes due 2007 is presently
scheduled to close on Thursday, June 19, 1997 pursuant to the
terms of a definitive Purchase Agreement entered into by Riddell
on June 13, 1997.
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.
# # #
