SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 2
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 6. 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 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the
Statement 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 announcing the extension of
the Offer is attached hereto as Exhibit (d)(13) and is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(13) Press Release issued by Parent, dated June
13, 1997.
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 13, 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: June 13, 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: 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 its knowledge
and belief, the undersigned certifies that the
information set forth in this Statement is true, complete
and correct.
Dated: June 13, 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: June 13, 1997 GREGORY C. WEBB
By:/s/ Gregory C. Webb
EXHIBIT INDEX
Exhibit
No.: Description:
(d)(13) Press Release issued by Parent, dated June
13, 1997.
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.
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