SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 7
(Final Amendment)
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Varsity Spirit Corporation
(Name of Issuer)
Varsity Spirit Corporation
Riddell Sports Inc.
Cheer Acquisition Corp.
Jeffrey G. Webb
Gregory C. Webb
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
922294 10 3
(CUSIP Numbers of Class Securities)
Jeffrey G. Webb Lisa Marroni, Esq.
President and Chief General Counsel
Executive Officer Riddell Sports Inc.
Varsity Spirit Corporation 900 Third Avenue
2525 Horizon Lake Drive New York, New York
Memphis, Tennessee 38113 10022
(901) 387-4370 (212) 826-4300
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
with copies to:
Glenn W. Reed, Esq. Sheldon S. Adler, Esq.
Gardner, Carton & Douglas Skadden, Arps, Slate, Meagher
Suite 3400 - Quaker Tower & Flom LLP
321 North Clark Street 919 Third Avenue
Chicago, Illinois 60610 New York, New York 10022
(312) 644-3000 (212) 735-3000
This statement is filed in connection with (check the appropriate
box):
(a) ( ) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of
1934.
(b) ( ) The filing of a registration statement under the
Securities Act of 1933.
(c) (X) A tender offer.
(d) ( ) None of the above.
Check the following box if soliciting materials or information
statement referred to in checking box (a) are preliminary copies: ( )
Varsity Spirit Corporation (the "Company"),
Riddell Sports Inc. ("Parent"), Cheer Acquisition Corp.,
a wholly owned subsidiary of Parent ("Purchaser"),
Jeffrey G. Webb and Gregory C. Webb hereby amend and
supplement their Rule 13E-3 Transaction Statement (the
"Statement"), filed on May 12, 1997 with the Securities
and Exchange Commission (the "Commission"), relating to
the tender offer by Purchaser to purchase all outstanding
shares of Common Stock, par value $.01 per share (the
"Shares"), of the Company at a purchase price of $18.90
per Share, net to the tendering stockholder in cash.
Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Offer to
Purchase, previously filed as Exhibit (d)(1) hereto.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The information set forth in Items 5(a), (f)
and (g) of the Statement is hereby amended and
supplemented by the following information:
As a result of the consummation of the Merger
(as described below in Item 10), there are no Shares
which remain outstanding (other than those held by Parent
and the Purchaser); the Company expects to file with the
Commission on or about the date hereof a Form 15 with
respect to the termination of registration of the Shares.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 10 of the
Statement is hereby amended and supplemented by the
following information:
On July 25, 1997 the Company was merged (the
"Merger") with and into the Purchaser; as a direct result
of the Merger, the Company became a wholly-owned
subsidiary of Parent.
Immediately prior to the Merger, the Purchaser
owned approximately 98.6% of the outstanding Shares.
Because the Purchaser owned more than 90% of the
outstanding Shares, under Tennessee law no vote or other
action was required by the shareholders of the Company
for the Merger to become effective.
Pursuant to the terms of the Merger Agreement,
each remaining Share has been converted into the right to
receive $18.90 per share, net to the holder in cash,
without interest.
SIGNATURE
After due 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 25, 1997 VARSITY SPIRIT CORPORATION
By: /s/ Jeffrey G. Webb
Name: Jeffrey G. Webb
Title: Chairman and
Chief Executive Officer
SIGNATURE
After due 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 25, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
Name: David Groelinger
Title: Chief Financial Officer
SIGNATURE
After due 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 25, 1997 CHEER ACQUISITION CORP.
By: /s/ David Groelinger
Name: David Groelinger
Title: Vice President
SIGNATURE
After due 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 25, 1997 JEFFREY G. WEBB
By: /s/ Jeffrey G. Webb
SIGNATURE
After due 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 25, 1997 GREGORY C. WEBB
By: /s/ Gregory C. Webb
