SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 5
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Varsity Spirit Corporation
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(Name of Issuer)
Varsity Spirit Corporation
Riddell Sports Inc.
Cheer Acquisition Corp.
Jeffrey G. Webb
Gregory C. Webb
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
922294 10 3
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(CUSIP Numbers of Class Securities)
Jeffrey G. Webb Lisa Marroni, Esq.
President and Chief Executive Officer General Counsel
Varsity Spirit Corporation Riddell Sports Inc.
2525 Horizon Lake Drive 900 Third Avenue
Memphis, Tennessee 38113 New York, New York 10022
(901) 387-4370 (212) 826-4300
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(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 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the
Statement is hereby amended and supplemented by the
following information:
On June 25, 1997, Parent and the Company mailed
a letter (which included a duplicate copy of the Offer to
Purchase) to the remaining shareholders of the Company in
order to comply with certain notice requirements of the
Tennessee Business Corporation Act. A copy of the letter
is filed herewith as exhibit (d)(15) and is incorporated
herein by reference.
As previously announced, all Shares not
tendered and purchased in the Offer will be acquired in
the Merger at the same $18.90 per Share price. The
Merger is currently expected to occur on or about July
25, 1997.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(15) Form of letter sent to remaining
shareholders of the Company.
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: June 25, 1997 VARSITY SPIRIT CORPORATION
By: /s/ Jeffrey G. Webb
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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: June 25, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
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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: June 25, 1997 CHEER ACQUISITION CORP.
By: /s/ David Groelinger
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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: June 25, 1997 JEFFREY G. WEBB
By: /s/ Jeffrey G. Webb
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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: June 25, 1997 GREGORY C. WEBB
By: /s/ Gregory C. Webb
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EXHIBIT INDEX
Exhibit
No.: Description:
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(d)(15) Form of letter sent to remaining
shareholders of the Company.
[RIDDELL LOGO] [VARSITY LOGO]
To the Holders of Common Stock of
Varsity Spirit Corporation:
On June 19, 1997, Cheer Acquisition Corp.
("Cheer Acquisition"), a wholly-owned subsidiary of
Riddell Sports Inc. ("Riddell"), completed its cash
tender offer for all outstanding shares of common stock
of Varsity Spirit Corporation ("Varsity") at a price of
$18.90 per share. A total of 4,511,415 Varsity shares,
or approximately 98.6% of Varsity's presently outstanding
shares, were purchased pursuant to the offer.
As you may know, pursuant to the terms of the
Agreement and Plan of Merger, dated as of May 5, 1997, by
and among Riddell, Cheer Acquisition and Varsity, all
shares of Varsity common stock not tendered and purchased
in the offer will be acquired in a subsequent second-step
merger transaction (the "Merger") at the same $18.90 per
share price. The Merger is currently expected to occur
on or about July 25, 1997. Because Cheer Acquisition
owns more than 90% of the outstanding shares, under the
Tennessee Business Corporation Act (the "TBCA") no vote
is required by the shareholders of Varsity for the Merger
to become effective.
As a result of the Merger, Varsity will become
a wholly-owned subsidiary of Riddell. Pursuant to the
terms of the Agreement and Plan of Merger, each Varsity
share outstanding immediately prior to the effective time
of the Merger not owned by Cheer Acquisition will be
converted into the right to receive $18.90 per share in
cash, without interest. A copy of the Offer to Purchase,
which includes information about the Merger, is enclosed
herewith.
In accordance with the requirements of Section
48-21-105 of the TBCA, a copy of the Agreement and Plan
of Merger is enclosed herewith as Annex I to the Offer to
Purchase.
A holder of Varsity shares may have
dissenters' rights in connection with the Merger. If
such dissenters' rights are available, shareholders may
receive the fair value of their shares as determined by a
court of law upon compliance with Sections 48-23-101
through 48-23-302 of the TBCA. The value of the shares
so determined could be more or less than the $18.90 per
share to be received in the Merger. Such dissenters'
rights are described on pages 31 and 32 of the Offer to
Purchase. In addition, a copy of TBCA Section 48-23-102
is included as Annex VII to the Offer to Purchase. In
view of the complexities of TBCA Sections 48-23-101
through 48-23-302, shareholders who are considering
pursuing their dissenters' rights, if any, may wish to
consult with legal counsel.
We anticipate that Union Planters will be
designated as paying agent (the "Paying Agent") to
process the surrender of share certificates for cash
pursuant to the Merger. Following the consummation of
the Merger, former Varsity shareholders will be sent a
letter of transmittal for use in surrendering
certificates representing these shares so as to receive
the $18.90 per share Merger consideration. Accordingly,
please do not send the Paying Agent your Varsity shares
until you receive the Letter of Transmittal.
Thank you for your support.
Very truly yours,
/s/ David Mauer /s/ Jeffrey Webb
David Mauer Jeffrey Webb
