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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SPORTS RESORTS INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
SPORTS RESORTS INTERNATIONAL, INC.
(Name of Filing Persons (Issuer))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of securities)
84918U108
(CUSIP Number of Class of Securities)
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GREGORY T. STRZYNSKI
CHIEF FINANCIAL OFFICER
951 AIKEN ROAD
OWOSSO, MI 48867
(989) 725-8354
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)
COPY TO:
DAVID B. BRAUN, ESQ.
BUTZEL LONG, P.C.
150 WEST JEFFERSON
SUITE 100
DETROIT, MICHIGAN 48226
(313) 225-7000
CALCULATION OF FILING FEE
<Table>
<Caption>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$919,025 $110.00
</Table>
* For purposes of calculating the amount of filing fee only. The amount assumes
the purchase of 919,025 shares of common stock, par value $0.01 per share, of
Sports Resorts International, Inc. (the "Company"), for a price per share of
$1.00. Such number of shares represents all of the shares of the Company's
common stock outstanding as of December 12, 2005 (other than 47,480,746 shares
beneficially held by Donald J. Williamson and his spouse and her daughter).
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filings.
<Table>
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing Party: N/A Date Filed: N/A
</Table>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender-offer subject to Rule 13e-4.
[X] going private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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INTRODUCTION
This tender offer Statement on Schedule TO (this "Schedule TO") is filed by
Sports Resorts International, Inc., a Michigan corporation (the "Company"). This
Schedule TO relates to the offer by the Company to purchase any and all of the
outstanding shares of common stock of the Company, par value $.01 per share (the
"Shares"), for a purchase price of $1.00 per share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated March 1, 2006 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)
and (a)(2) (which together with any amendments or supplements thereto,
collectively constitute the "Offer"). Certain information set forth in the Offer
to Purchase and the related Letter of Transmittal is incorporated by reference
with respect to Items 1-9, 11 and 13 of this Schedule TO.
ITEM 10. FINANCIAL INFORMATION
The information set forth in the Offer to Purchase under the caption "The
Tender Offer -- Certain Information Concerning the Company" is incorporated
herein by reference. In addition, the Company's audited consolidated financial
statements as of December 31, 2004 and December 31, 2003 included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2004, which
is incorporated herein by reference. Further, the Company's unaudited
consolidated financial statements for the nine month periods ended September 30,
2005 and September 30, 2004, are included in the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 2005, which is incorporated herein
by reference.
ITEM 12. EXHIBITS
(a)(1) Form of Offer to Purchase
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(5) Form of Letter for use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(6) Form of Letter to Shareholders from the Company dated as of March 1,
2006.
(a)(7) Form of Press Release to be issued by the Company (incorporated by
reference to Exhibit (a)(1) of the Company's Tender Offer Statement
on Schedule TO filed March 1, 2006).
(a)(8) Form of Schedule 13E-3.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SPORTS RESORTS INTERNATIONAL
By: /s/ GREGORY T. STRZYNSKI
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Name: Gregory T. Strzynski
Title: Chief Financial Officer
Dated: February 23, 2006
EXHIBIT INDEX
(a)(1) Form of Offer to Purchase
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(5) Form of Letter for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
(a)(6) Form of Letter to Shareholders from the Company dated as of March 1,
2006.
(a)(7) Form of Press Release to be issued by the Company (incorporated by
reference to Exhibit (a)(1) of the Company's Tender Offer Statement on
Schedule TO filed March 1, 2006).
(a)(8) Form of Schedule 13E-3