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) April 23, 1999
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24450 43-1674348
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) 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)
ITEM 5. OTHER EVENTS.
On April 9, 1999, Samuel R. Shapiro ("Shapiro"), Shapiro
Capital Management Company, Inc., a Georgia corporation ("Shapiro
Capital") and The Kaleidoscope Fund, L.P. ("Kaleidoscope," and,
together with Shapiro and Shapiro Capital, collectively the
"Shapiro Parties") filed a Form 13G/A with the Securities and
Exchange Commission (the "SEC") reflecting purchases (the
"Additional Shapiro Purchases") of additional shares of the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), and disclosing that the Shapiro Parties were the
beneficial owners of a total of 1,277,400 shares of Common Stock,
or approximately 16.4% of the outstanding shares of Common Stock.
Based upon information publicly available to the Company,
including reports filed by Bull Run Corporation, a Georgia
corporation ("Bull Run"), and the Shapiro Parties with the SEC
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company believes that Bull Run is an
Associate (as defined in the Rights Agreement, dated July 1,
1994, between Rawlings Sporting Goods Company, Inc. (the
"Company") and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"), as amended (the "Rights Plan")) of Shapiro and
that, unless the Company had taken action to amend the Rights
Plan, based on the number of shares of Common Stock beneficially
owned by Bull Run and the Shapiro Parties, collectively, that the
Shapiro Parties would have become Acquiring Persons under the
Rights Plan and a Stock Acquisition Date (as defined in the
Rights Plan) would have occurred. Bull Run and the Shapiro
Parties assured the Company that any triggering of the Rights
Agreement as a result of the Additional Shapiro Purchases was
inadvertent.
On April 19, 1999, the Board of Directors of the Company
approved a Second Amendment to Rights Agreement to permit the
Board to extend the Distribution Date (as defined in the Rights
Plan) and the date of expiration of the period during which the
Rights may be redeemed under the Rights Plan. The Board also
took action to extend such dates to April 23, 1999 in order to
allow the Company to negotiate a standstill agreement (the
"Shapiro Standstill Agreement") with the Shapiro Parties and to
negotiate an amendment to the Standstill Agreement (the "Bull Run
Amendment"), dated November 21, 1997, between the Company and
Bull Run. At the same time, the Board of Directors also
authorized the Company to amend the Rights Agreement to address
recent decisions in the courts of Delaware that have held
unenforceable "continuing director" or "dead-hand" provisions in
rights agreements which extend certain approval rights to less
than all of the members of the Board of Directors. On April 19,
1999, the Company and the Rights Agent entered into the Second
Amendment to Rights Agreement.
On April 22, 1999, the Board of Directors approved the terms
of the Shapiro Standstill Agreement and the Bull Run Amendment
and authorized the Company to execute a Third Amendment to Rights
Agreement which would (a) prevent a Distribution Date, a
Triggering Event or a Stock Acquisition Date (as such terms are
defined in the Rights Plan) from being deemed to have occurred,
(b) cause neither Bull Run nor the Shapiro Parties nor any of
their Affiliates or Associates (as defined in the Rights Plan) to
be deemed to have become an Acquiring Person (as defined in the
Rights Plan), and (c) provide that no holder of Rights would be
entitled to exercise the Rights, in each case as a result of the
Additional Shapiro Purchases, but only if and for so long as Bull
Run has not breached in any material respect the terms of
Standstill Agreement with the Company as amended by the Bull Run
Amendment.
On April 23, 1999, the Company entered into the Shapiro
Standstill Agreement, the Bull Run Amendment and the Third
Amendment to Rights Agreement.
Copies of the Shapiro Standstill Agreement, the Bull Run
Amendment and the Second and Third Amendments to Rights
Agreements are filed as Exhibits hereto and are incorporated
herein by reference.
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:
4.1 Second Amendment to Rights Agreement, dated
April 19, 1999, between the Company and the
Rights Agent.
4.2 Third Amendment to Rights Agreement, dated April
23, 1999, between Rawlings and Rights Agent.
99.1 Amendment Number One of Standstill Agreement,
dated April 23, 1999, between the Company and
Bull Run.
99.2 Standstill Agreement, dated April 23, 1999,
among the Company and the Shapiro Parties.
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: April 30, 1999 By: /s/ Howard B. Keene
Howard B. Keene,
President
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Second Amendment to Rights Agreement, dated
April 19, 1999, between the Company and the
Rights Agent.
4.2 Third Amendment to Rights Agreement, dated
April 23, 1999, between Rawlings and Rights
Agent.
99.1 Amendment Number One of Standstill Agreement,
dated April 23, 1999, between the Company and
Bull Run.
99.2 Standstill Agreement, dated April 23, 1999,
among the Company and the Shapiro Parties.