SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 13, 2000
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24450 43-1674348
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
Incorporation)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 349-5000
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 13, 2000, the Company issued a press release
confirming the failure of negotiations with Bull Run
Corporation concerning the possible acquisition of the
Company by an investor group led by Bull Run.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None
(b) PRO FORMA FINANCIAL INFORMATION: None
(c) EXHIBITS:
99 The Company's press release dated January 13,
2000, regarding the failure of negotiations with
Bull Run Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
RAWLINGS SPORTING GOODS
COMPANY, INC.
Date: January 13, 2000 By: /s/ Michael L. Luetkemeyer
Michael L. Luetkemeyer
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
99 The Company's press release dated
January 13, 2000, regarding the
failure of negotiations with
Bull Run Corporation.
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FOR IMMEDIATE RELEASE
CONTACT: Michael L. Luetkemeyer
Chief Financial Officer
(636) 349-3500
RAWLINGS CONFIRMS FAILED ACQUISITION
TALKS WITH BULL RUN CORPORATION
Fenton, Missouri, January 13, 2000 -- Rawlings Sporting
Goods Company, Inc. (NASDAQ/NMS:RAWL) confirmed today that, as
part of its recently concluded exploration of strategic
alternatives, it had extensive discussions with Bull Run
Corporation (NASDAQ/NMS:BULL) concerning the possible acquisition
of Rawlings by an investor group led by Bull Run at prices
ranging from a high of $13.25 per share to a low of $10 per
share.
Rawlings said that just last week the Finance Committee
of its Board of Directors had offered to waive the restrictions
contained in a standstill agreement between the two companies and
to remove all other structural impediments in order to allow Bull
Run and its co-investors to make a cash tender offer at $10 per
share for all outstanding Rawlings shares, provided that the
offer be completed within 45 days, that the holders of at least a
majority of the outstanding shares accept the offer and that the
offer contain a commitment on Bull Run's part to do a follow-up
cash merger at the same price. The Finance Committee's offer was
also subject to other conditions, including that if Bull Run's
tender offer was unsuccessful for any reason, its two designees
on Rawlings board would resign, the existing standstill agreement
between the two companies would remain in effect and Bull Run
would surrender the warrant it currently holds to buy an
additional 925,000 Rawlings shares in exchange for Rawlings'
agreement to forgive the balance of the warrant's purchase price.
Bull Run declined to accept the Finance Committee's proposal
before an agreed upon deadline.
Rawlings also said that, pursuant to a resolution
unanimously approved late last week by Rawlings' Board of
Directors, including Bull Run's two representatives on the Board,
the acquisition talks between the two companies would cease and
Rawlings would continue to focus on implementing its business
plan and improving its operating results.
Finally, Rawlings said that it would have no further
comment on its talks with Bull Run or on any other aspect of its
recently concluded review of strategic alternatives.
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