SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
Rawlings Sporting Goods Company, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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RAWLINGS SPORTING GOODS COMPANY
1859 Intertech Drive
Fenton, Missouri 63026
SUPPLEMENT TO PROXY STATEMENT
TO OUR STOCKHOLDERS:
On December 3, 2001, W. James Host and Robert S. Prather, Jr. resigned
from the Board of Directors of Rawlings Sporting Goods Company, Inc. (the
"Company"). Messrs. Host and Prather were appointed to the Board of Directors by
Bull Run Corporation ("Bull Run") pursuant to an Investment Purchase Agreement
(the "Purchase Agreement") between the Company and Bull Run. Upon their
appointment, Messrs. Host and Prather entered into agreements with the Company
requiring their resignation if Bull Run failed to fully exercise the warrants
purchased by Bull Run under the Purchase Agreement. Bull Run did not fully
exercise the warrants before their expiration on November 21, 2001, which
resulted in the resignations of Messrs. Host and Prather from the Board of
Directors.
Pursuant to the Certificate of Incorporation of the Company, the Board
of Directors may fill one or both of the vacancies created by the foregoing
resignations, reduce the number of directors constituting the Board of
Directors, allow one or both vacancies to remain unfilled or take any
combination of these actions. The Board of Directors determined not to fill the
vacancies created by these resignations at this time, and has reduced the total
number of members on the Board to six. In the future, the Board of Directors may
consider increasing the size of the Board of Directors and may consider other
persons for appointment or election to the Board of Directors.
The Board of Directors has filled the vacancy on the Audit Committee
resulting from Mr. Prather's resignation, and the position opened by the
decision of Linda Griggs not to stand for reelection to the Board, by appointing
William Robinson and Ed Ryan to the Audit Committee. The Board has also filled
the vacancy on the Compensation Committee resulting from Mr. Host's resignation
by appointing Ed Ryan to the Compensation Committee.
Any stockholder who desires to revoke a previously executed proxy may
do so by executing and delivering a new proxy or by filing a written notice of
revocation of the proxy with the Secretary of the Company prior to the voting of
the proxy at the Annual Meeting of Stockholders on January 9, 2002.
By Order of the Board of Directors,
/s/ Howard B. Keene
Howard B. Keene
Secretary
December 11, 2001