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) December 21, 2001
RAWLINGS SPORTING GOODS COMPANY, INC.
-------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-24450 43-1674348
- --------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 349-5000
-----------------------------
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Rawlings Sporting Goods Company, Inc. (the "Company") has entered into
a Settlement Agreement (the "Settlement Agreement") with Bull Run Corporation,
its wholly-owned subsidiary Host Communications, Inc, and two of its directors,
Robert S. Prather, Jr., And W. James Host.
Pursuant to the Investment Purchase Agreement (the "Purchase
Agreement"), by and between the Company and Bull Run Corporation, dated as of
November 21, 1997, Bull Run was obligated to pay the Company approximately $1.8
million on or before November 21, 2001 for the second and final installment of
the purchase price, plus interest, for warrants to purchase 925,804 shares of
Common Stock (the "Warrants"). The Settlement Agreement provides, among other
things, (a) amended payment terms over a period ending on August 30, 2002 on the
final installment for the purchase price of the Warrants, (b) mutual releases of
claims the Company, on the one hand, and Bull Run and Host Communications, on
the other hand, may have against the other under the Purchase Agreement and
certain related agreements, and (c) certain restrictions on the transfer by Bull
Run of its Common Stock in Rawlings until the purchase price of the Warrants is
paid in full. A copy of the Settlement Agreement is attached hereto as Exhibit
99.1 and is 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:
99.1 Settlement Agreement, dated December 21, 2001, by and
among Rawlings Sporting Goods Company, Inc., Bull Run
Corporation and Host Communications, Inc.
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: December 22, 2001 By: /s/ Stephen M. O'Hara
----------------------------------
Stephen M. O'Hara,
Chief Executive Officer
2