SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 5
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
Suite 3400 - Quaker Tower & Flom LLP
321 North Clark Street 919 Third Avenue
Chicago, Illinois 60610 New York, New York 10022
(312) 644-3000 (212) 735-3000
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 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the
Statement is hereby amended and supplemented by the
following information:
On June 25, 1997, Parent and the Company mailed
a letter (which included a duplicate copy of the Offer to
Purchase) to the remaining shareholders of the Company in
order to comply with certain notice requirements of the
Tennessee Business Corporation Act. A copy of the letter
is filed herewith as exhibit (d)(15) and is incorporated
herein by reference.
As previously announced, all Shares not
tendered and purchased in the Offer will be acquired in
the Merger at the same $18.90 per Share price. The
Merger is currently expected to occur on or about July
25, 1997.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(15) Form of letter sent to remaining
shareholders of the Company.
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 25, 1997 VARSITY SPIRIT CORPORATION
By: /s/ Jeffrey G. Webb
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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 25, 1997 RIDDELL SPORTS INC.
By: /s/ David Groelinger
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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 25, 1997 CHEER ACQUISITION CORP.
By: /s/ David Groelinger
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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 25, 1997 JEFFREY G. WEBB
By: /s/ Jeffrey G. Webb
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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 25, 1997 GREGORY C. WEBB
By: /s/ Gregory C. Webb
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EXHIBIT INDEX
Exhibit
No.: Description:
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(d)(15) Form of letter sent to remaining
shareholders of the Company.