SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 3
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e)
of the Securities Exchange Act of 1934)
Varsity Spirit Corporation
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(Name of Issuer)
Varsity Spirit Corporation
Riddell Sports Inc.
Cheer Acquisition Corp.
Jeffrey G. Webb
Gregory C. Webb
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
922294 10 3
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(CUSIP Numbers of Class Securities)
Jeffrey G. Webb Lisa Marroni, Esq.
President and Chief Executive Officer General Counsel
Varsity Spirit Corporation Riddell Sports Inc.
2525 Horizon Lake Drive 900 Third Avenue
Memphis, Tennessee 38113 New York, New York 10022
(901) 387-4370 (212) 826-4300
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
with copies to:
Glenn W. Reed, Esq. Sheldon S. Adler, Esq.
Gardner, Carton & Douglas Skadden, Arps, Slate, Meagher & Flom LLP
Suite 3400 - Quaker Tower 919 Third Avenue
321 North Clark Street New York, New York 10022
Chicago, Illinois 60610 (212) 735-3000
(312) 644-3000
This statement is filed in connection with (check the appropriate box):
(a) |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
(b) |_| The filing of a registration statement under the Securities Act of
1933.
(c) |X| A tender offer.
(d) |_| None of the above.
Check the following box if soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
Varsity Spirit Corporation (the "Company"), Riddell Sports
Inc. ("Parent"), Cheer Acquisition Corp., a wholly owned subsidiary of
Parent ("Purchaser"), Jeffrey G. Webb and Gregory C. Webb hereby amend and
supplement their Rule 13E-3 Transaction Statement (the "Statement"), filed
on May 12, 1997 with the Securities and Exchange Commission (the
"Commission"), relating to the tender offer by Purchaser to purchase all
outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of the Company at a purchase price of $18.90 per Share, net to
the tendering stockholder in cash.
Unless otherwise indicated herein, each capitalized term
used but not defined herein shall have the meaning ascribed to such term in
the Offer to Purchase, previously filed as Exhibit (d)(1) hereto.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 6(c) of the Statement is
hereby amended and supplemented by the following information:
Parent entered into a definitive Purchase Agreement on
Friday, June 13, 1997, with respect to the Rule 144A private placement
financing to be used to fund the purchase of Company Shares in the Offer.
Pursuant to the Purchase Agreement, the sale by Parent of $115 million of
its 10 1/2% Senior Notes due 2007 (the "Senior Notes") is presently
scheduled to close on Thursday, June 19, 1997. In addition, Parent intends
to enter into a Credit Agreement among Parent, as Borrower, the
Subsidiaries of Parent, as Guarantors, the Lenders identified therein, NBD
Bank, as Administrative Agent, and NationsBank, N.A., as Documentation
Agent (the "Credit Agreement"), providing Parent with a revolving line of
credit as described in the Offer to Purchase.
Copies of the forms of Indenture with respect to the Senior
Notes and the Credit Agreement are attached hereto as Exhibits (a)(4) and
(a)(5) and are incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Form of Indenture by and among Parent, the Guarantors
named therein and Marine Midland Bank, as Trustee.
(a)(5) Form of Credit Agreement among Parent, as Borrower, the
Subsidiaries of Parent, as Guarantors, the Lenders
identified therein, NBD Bank, as Administrative Agent,
and NationsBank, N.A., as Documentation Agent.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 18, 1997 VARSITY SPIRIT CORPORATION
By: /s/ Jeffrey G. Webb
Name: Jeffrey G. Webb
Title: Chairman and
Chief Executive Officer
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 18, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
Name: David Groelinger
Title: Chief Financial Officer
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 18, 1997 CHEER ACQUISITION CORP.
By: /s/ David Groelinger
Name: David Groelinger
Title: Vice President
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 18, 1997 JEFFREY G. WEBB
By:/s/ Jeffrey G. Webb
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 18, 1997 GREGORY C. WEBB
By:/s/ Gregory C. Webb
EXHIBIT INDEX
Exhibit
No.: Description:
(a)(4) Form of Indenture by and among Parent, the Guarantors named
therein and Marine Midland Bank, as Trustee.
(a)(5) Form of Credit Agreement among Parent, as Borrower, the
Subsidiaries of Parent, as Guarantors, the Lenders identified
therein, NBD Bank, as Administrative Agent, and NationsBank,
N.A., as Documentation Agent.