FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1997.
Commission File Number: 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1674348
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(314) 349-3500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No ____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting Common Stock held
by nonaffiliates of the registrant as of March 16, 1998 was
$106,999,763.
The number of shares of the registrant's Common Stock, $.01
par value, outstanding as of March 16, 1998, was 7,781,801.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1997 Annual Report are
incorporated by reference into Item 1 of Part I and Items 5, 6, 7
and 8 of Part II of this report. Portions of the registrant's
proxy statement for the annual meeting are incorporated by
reference into Items 10, 11, 12 and 13 of Part III of this
report.
<PAGE>
AMENDMENT
The primary purpose of this Amendment is to provide as an
exhibit that portion of the 1997 Annual Report to Stockholders of
Rawlings Sporting Goods Company, Inc. (the "Company") that was
inadvertently omitted from the Company's original filing of Form
10-K on November 26, 1997. The portion omitted consisted of that
part of page 25 which included the information required pursuant
to Item 5 of Form 10-K and which was incorporated by reference
therein from the 1997 Annual Report to Stockholders of the
Company.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) (1) Financial Statements: The financial statements
filed as a part of this report are listed in
Part II, Item 8.
(a) (2) Financial Statement Schedules: None.
(a) (3) Exhibits
2.1 Asset Purchase Agreement, dated September 10, 1997
among Les Equipments Sportif Davtec, Inc. USA
Skate Corporation, California Pro Sports, Inc.,
Rawlings Canada, Inc. and the Company, included as
Exhibit 2.1 to the Company's Form 8-K filed on
October 21, 1997 is hereby incorporated herein by
reference.
3.1 Certificate of Incorporation, included as Exhibit
3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-77906), is hereby
incorporated herein by reference.
3.2 By-Laws, included as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (File No.
33-77906), is hereby incorporated herein by
reference.
3.3 By-Law amendment included as exhibit 3.3 to the
Company's Form 10-K for the fiscal year ended
August 31, 1996, is hereby incorporated herein by
reference.
4.1 Rights Agreement dated as of July 1, 1994 between
the Company and Boatmen's Trust Company as Rights
Agent, included as Exhibit 4.1 to the Company's
Form 10-Q for the quarter ended June 30, 1994, is
hereby incorporated herein by reference.
<PAGE>
4.2 Amendment of Rights Agreement dated November 21,
1997 between the Company, Boatmen's Trust Company
and Chase Mellon Shareholder Services, Inc.,
included as Exhibit 4.2 to the Company's Form 8-K
dated November 21, 1997 is hereby incorporated
herein by reference.
4.3 Common Stock Purchase Warrant dated November 21,
1997 issued by the Company to Bull Run Corporation
included as Exhibit 4.1 to the Company's Form 8-K
dated November 21, 1997 is hereby incorporated
herein by reference.
10.1 Amended and Restated Credit Agreement dated as of
September 12, 1997 among the Company, The First
National Bank of Chicago, as agent, and certain
lenders named therein included as Exhibit 99.1 to
the Company's Form 8-K filed on October 21, 1997
is hereby incorporated herein by reference.
10.2 Assets Transfer Agreement dated as of July 8, 1994
by and among Figgie, Figgie Licensing Corporation,
Figgie International Real Estate, Inc., Figgie
Properties, Inc. and the Company, included as
Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
10.3 Transitional Services Agreement dated as of July
8, 1994 between Figgie and the Company, included
as Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
10.4 Tax Sharing and Separation Agreement dated July 8,
1994 between the Company and Figgie, included as
Exhibit 10.3 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
* 10.5 The Company's 1994 Long-Term Incentive Plan,
included as Exhibit A to the Company's proxy
statement dated December 9, 1994, is hereby
incorporated herein by reference.
* 10.6 The Company's 1994 Non-Employee Directors' Stock
Plan, included as Exhibit B to the Company's proxy
statement dated December 9, 1994, is hereby
incorporated herein by reference.
<PAGE>
10.7 Amendment Agreement between Rawlings Sporting
Goods Company and ASICS Corporation, dated January
21, 1991, included as Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File
No. 33-77906), is hereby incorporated herein by
reference.
* 10.8 Form of Indemnity Agreement entered into with
Directors and executive officers, included as
Exhibit 10.7 to the Company's Form 10-K for the
fiscal year ended August 31, 1994, is hereby
incorporated herein by reference.
* 10.9 Form of Severance Agreement entered into with
executive officers included as Exhibit 10.8 to the
Company's Form 10-K for the year ended August 31,
1995 is hereby incorporated herein by reference.
10.10 Investment Purchase Agreement dated
November 21, 1997 between the Company and
Bull Run Corporation, included as
Exhibit 99.1 to the Company's Form 8-K dated
November 21, 1997 is hereby incorporated
herein by reference.
10.11 Standstill Agreement dated November 21, 1997
between the Company and Bull Run Corporation,
included as Exhibit 99.2 to the Company's
Form 8-K dated November 21, 1997 is hereby
incorporated herein by reference.
10.12 Registration Rights Agreement dated
November 21, 1997 between the Company and
Bull Run Corporation, included as
Exhibit 99.3 to the Company's Form 8-K dated
November 21, 1997 is hereby incorporated
herein by reference.
13. Annual Report to Stockholders for the Fiscal Year
Ended August 31, 1997, included as Exhibit 13 to the
Company's Form 10-K dated November 26, 1997 is hereby
incorporated herein by reference.
** 13.1 Selected portions of page 25 of the Annual Report
to Stockholders for the Fiscal Year Ended August
31, 1997.
21. Subsidiaries of the Company, included as Exhibit
21 to the Company's Form 10-K dated November 26, 1997
is hereby incorporated herein by reference.
23. Consent of Arthur Andersen LLP, included as Exhibit
23 to the Company's Form 10-K dated November 26, 1997
is hereby incorporated herein by reference.
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to the Item
14(c) of this report.
** Filed herewith.
<PAGE>
(b) Reports on Form 8-K
There are no reports filed on Form 8-K for the
quarter ended August 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
RAWLINGS SPORTING GOODS
COMPANY, INC.
Date: March 18, 1997 By: /s/ Paul E. Martin
Paul E. Martin
Chief Financial Officer
EXHIBIT 13.1
From page 25 of the 1997 Annual Report to Stockholders of
Rawlings Sporting Goods Company, Inc.:
STOCK EXCHANGE LISTING
Rawlings' Common Stock is quoted on the NASDAQ National
Market System under the symbol RAWL. As of August 31, 1997,
there were 630 shareholders of record.
Common Stock High Low Close
1997
4th Qtr. $10 3/4 $7 7/8 $10 9/16
3rd Qtr. 10 1/2 7 3/4 8 3/4
2nd Qtr. 14 1/8 7 5/8 9
1st Qtr. 10 3/8 7 5/8 7 7/8
1996
4th Qtr. $10 1/2 $8 3/8 $9 9/16
3rd Qtr. 11 8 9 1/4
2nd Qtr. 9 1/8 6 8 1/4
1st Qtr. 9 3/4 7 1/4 7 5/8
The Company has paid no dividends.
