Varsity Brands Inc · 424B3 · On 12/4/98

Filed On 12/4/98   ·   SEC File 333-62885   ·   Accession Number 889812-98-2848

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            20    117K 

Document Table of Contents

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                                Filed Under Rule 424(b)(3)
                                          Registration Statement No. 333-62885

322,152 Shares  

RIDDELL SPORTS INC. 

Common Stock  

      This Prospectus relates to 322,152 shares of Common Stock of Riddell
Sports Inc. ("Riddell" or the "Company") to be offered from time to time by     
NBD Bank ("NBD"), RER Corp. ("RER"), Robert Holdings, Inc. ("RHI"), JEMC Corp.  
("JEMC"), Leonard Toboroff Defined Pension Benefit Plan ("LT Plan"), Lenny      
Corp. ("Lenny Corp."), David Mauer and Dan Cougill (collectively, the           
"Stockholders"). Upon exercise of warrants (the "Stockholders' Warrants"), the  
Stockholders will acquire the following number of shares of the Company's       
Common Stock: 172,152 (NBD); 24,739 (RER); 25,000 (RHI); 43,489 (JEMC); 6,250   
(LT Plan); 47,288 (Lenny Corp.); 2,759 (Mr. Mauer) and 475 (Mr. Cougill).       

      The Company will receive no proceeds from the sale of shares offered
hereby. The Stockholders are free to offer shares of Common Stock pursuant to   
this Prospectus at such prices as they shall determine. To the extent           
required, the terms of sale of Common Stock offered hereby in respect of which  
this Prospectus is delivered will be set forth in an accompanying Prospectus    
Supplement. See "Principal Stockholders and Stockholders" and "Plan of          
Distribution." The Common Stock is quoted on the National Association of        
Securities Dealers Automated Quotation National Market System (the              
"NASDAQ-NMS") under the symbol "RIDL." On September 2, 1998, the last sale of   
price of the Common Stock, as reported by NASDAQ- NMS, was $4.875 per share.    

----------- 

See "Risk Factors" beginning on page 3 of this Prospectus for a 
discussion of certain factors which should be considered by prospective 
purchasers of the shares of Common Stock offered hereby.  

------------  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED  
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE  
SECURITIES COMMISSION NOR HAS THE SECURITIES AND  
EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION PASSED UPON THE ACCURACY OR  
ADEQUACY OF THIS PROSPECTUS. ANY  
REPRESENTATION TO THE CONTRARY  
IS A CRIMINAL OFFENSE.  

------------  

The date of this Prospectus is December 4, 1998   

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AVAILABLE INFORMATION 

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance         
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). Such reports, proxy      
statements and other information filed by the Company can be inspected and      
copied at the Public Reference Room 1024 of the Commission at 450 Fifth         
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices  
at 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511; and New   
York Regional Office, Seven World Trade Center Suite 1300, New York, New York   
10048. Copies of such materials can be obtained at prescribed rates from the    
Public Reference Section of the Commission at 450 Fifth Street, N.W.,           
Washington, D.C. 20549. The SEC maintains a Web site that contains reports,     
proxy and information statements and other information regarding registrants    
that file electronically with the SEC. Such reports, proxy and information      
statements and other information may be found on the SEC's site address,        
http://www.sec.gov. Reports, proxy statements and other information concerning  
the Company can also be inspected and copied at the offices of the National     
Association of Securities Dealers, National Market System, 1735 K Street NW,    
Washington, D.C. 20006.                                                         

      This Prospectus constitutes a part of a registration statement filed
by the Company with the Commission under the Securities Act of 1933, as         
amended (the "Securities Act"). This Prospectus omits certain of the            
information contained in the registration statement, and reference is hereby    
made to the registration statement and to the exhibits relating thereto for     
further information with respect to the Company and the securities offered      
hereby. Any statement contained or incorporated by reference herein concerning  
the provisions of any document is not necessarily complete, and in each         
instance reference is made to the copy of such document filed as an exhibit to  
the registration statement or otherwise filed with the Commission. Each such    
statement is qualified in its entirety by such reference.                       

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

 The following documents, including all amendments filed for the
purpose of updating or completing such reports, which have been filed by the    
Company with the Commission pursuant to the Exchange Act, are hereby            
incorporated by reference in this Prospectus:                                   

       (A)      The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1997 as amended by Form 10K-A dated April
             28, 1998 and the Company's Quarterly Reports on Form 10-Q
            for the quarters ended March 31, 1998 and June 30, 1998.

(B)      The description of the Common Stock set forth in the 
                Company's Amended and Restated Articles of Incorporation and
       First Amended and Restated By Laws (incorporated by
                reference to the Company's Form 10-Q dated November 11, 1996
               and the Company's Form 10-K for the year ended December 31,
1995, respectively).                        

     (C)      The Company's Forms 8-K dated September 15, 1998, November
23, 1998 and November 24, 1998.             

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the                                                              

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Exchange Act subsequent to the date of this Prospectus and prior to the         
termination of the offering of the Common Stock shall be deemed to be           
incorporated by reference into this Prospectus and to be a part hereof from     
the respective dates of filing of such documents.                               

   Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified,   
replaced, or superseded for purposes of this Prospectus to the extent that a    
statement contained herein or in any other subsequently filed document that     
also is deemed to be incorporated by reference herein modifies or supersedes    
such statement. Any such statement so modified or superseded shall not be       
deemed, except as so modified or superseded, to constitute a part of this       
Prospectus. The Company will provide without charge to any person, including    
any beneficial owner, to whom this Prospectus is delivered, on written or oral  
request of such person, a copy of any or all of the foregoing documents         
incorporated herein by reference (other than exhibits to such documents unless  
such exhibits are incorporated by reference therein). Requests should be        
directed to the attention by mail to Lisa Marroni, Esq., General Counsel,       
Riddell Sports Inc., 900 Third Avenue, 27th Floor, New York, New York 10022,    
or by telephone at (212) 826-4300.                                              

RISK FACTORS  

   Prospective Holders of Common Stock should carefully consider the
specific factors set forth below, as well as the other information included in  
this Prospectus before deciding to purchase any Common Stock.                   

Significant Leverage and Indebtedness Service                                   

      The Company incurred substantial indebtedness in connection with its
acquisition of Varsity Spirit Corporation (the "Acquisition") in June, 1997.    
As of June 30, 1998, the Company had total consolidated indebtedness of $144.5  
million. Subject to the restrictions in the Company's debt agreements,          
including its $35 million Credit Facility with NationsBank N.A. and NBD Bank    
(the "Credit Facility") and the indenture (the "Indenture") governing the       
Company's $115 million principal amount of 10.5% Senior Notes due 2007 (the     
"Senior Notes"), the Company and its subsidiaries may incur additional          
indebtedness from time to time to finance capital expenditures and              
acquisitions and for other general corporate purposes.                          

   The degree to which the Company is leveraged could have important
consequences to the holders of the Common Stock, including: (i) the possible    
limitation in the future of the Company's ability to obtain additional          
financing for working capital, capital expenditures, debt service requirements  
or other purposes; (ii) a substantial portion of the Company's cash flow from   
operations will be dedicated to the payment of the principal of and interest    
on its indebtedness, thereby reducing funds available for operations; (iii)     
certain of the Company's borrowings, primarily the borrowings under the Credit  
Facility, will be at variable rates of interest which could cause the Company   
to be vulnerable to increases in interest rates; and (iv) the Company may be    
more vulnerable to economic downturns and be more limited in its ability to     
withstand competitive pressures than its competitors that are not as highly     
leveraged.                                                                      

       The Company's ability to make scheduled payments of the principal of,
or interest on, or to refinance, its indebtedness will depend on its future     
operating performance and cash flow, which are subject to prevailing economic   
conditions, prevailing interest rate levels, and financial,                     

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competitive, business and other factors, many of which are beyond its control,  
as well as the availability of borrowings under the Credit Facility or          
successor facilities and any provisions of law which generally may restrict     
the Company's subsidiaries from making distributions to the Company (such as    
laws restricting dividends to the extent of adequate capital). However, the     
Company believes that its cash flow from operations, together with amounts      
available under the Credit Facility, will be adequate to meet its current cash  
requirements for working capital, capital expenditures, interest payments and   
scheduled principal payments. There can be no assurance, however, that the      
Company's business will continue to generate cash flow at or above current      
levels or that its cash requirements will not increase beyond current           
requirements in the event the Company enters into definitive agreements         
relating to its licensing the Umbro (Registered) trademark or for any other     
reason. If the Company is unable to generate sufficient cash flow from          
operations in the future to service its indebtedness, it may be required to     
refinance all or a portion of its existing indebtedness, or to obtain additional
financing or to dispose of material assets or operations. The Credit Facility   
and the Indenture restrict the Company's ability to sell assets and the use of  
proceeds therefrom. There can be no assurance that any such refinancing or asset
sales would be possible under the Company's debt instruments existing at such   
time, that the proceeds which the Company could realize from such refinancing or
asset sales would be sufficient to meet the Company's obligations then due or   
that any additional financing could be obtained.                                

    The Credit Facility and the Indenture contain numerous restrictive
covenants which limit the discretion of the management of the Company with      
respect to certain business matters. These covenants place significant          
restrictions on, among other things, the ability of the Company to incur        
additional indebtedness, to create liens or other encumbrances, to pay          
dividends or make other restricted payments, to make investments, loans and     
guarantees and to sell or otherwise dispose of a substantial portion of assets  
to, or merge or consolidate with, another entity. The Credit Facility also      
contains a number of financial covenants that require the Company to meet       
certain financial ratios and tests and provide that a Change of Control (as     
defined in the Credit Facility) constitutes an event or default. A failure to   
comply with the obligations contained in the Credit Facility or the Indenture,  
if not cured or waived, could permit acceleration of the related indebtedness   
and acceleration of indebtedness under other instruments that contain cross-    
acceleration or cross-default provisions. In addition, the obligations of the   
Company under the Credit Facility are secured by substantially all of the       
assets of the Company. In the case of an event of default under the Credit      
Facility, the lenders under the Credit Facility would be entitled to exercise   
the remedies available to a secured lender under applicable law. If the         
Company were obligated to repay all or a significant portion of its             
indebtedness, there can be no assurance that the Company would have sufficient  
cash to do so or that the Company could successfully refinance such             
indebtedness. Other indebtedness of the Company that may be incurred in the     
future may contain financial or other covenants more restrictive than those     
applicable to the Credit Facility or the Senior Notes.                          

Seasonality and Quarterly Fluctuations                                          

    The business and results of operations of both Riddell and Varsity
are highly seasonal and both follow a similar annual pattern. With respect to   
Riddell, orders for football products and reconditioning services are           
solicited over a sales cycle that begins in the fall of each year and           
continues until the start of football play at the end of the following summer.  
Delivery of products and performance of reconditioning services are solicited   
over a sales cycle that begins in the fall of each year and continues until     
the start of football play at the end of the following summer.                  

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Delivery of products and performance of reconditioning services reaches a low   
point during the football playing season. These activities contribute most to   
profitability in the first through third quarters of each calendar year.        
Varsity's cheerleader and dance team camps are held exclusively in the summer   
months. Sales of Varsity's cheerleader, dance team and booster club uniforms    
and accessories primarily occur prior to the beginning of the school year.      
Accordingly, a substantial portion of Varsity's annual revenues and all of its  
net income is generated in the second and third quarters of each calendar       
year, respectively, while the first and fourth quarters have historically       
resulted in net losses.                                                         

Riddell sells most of its competitive football products and   
reconditioning services on dated payment terms with payments from customers     
generally due the following July or September. Accordingly, trade receivables   
increase throughout the year as sales are made on these dated payment terms.    
The increase in trade receivables continues throughout an annual cycle until    
reduced at the end of the cycle, generally in the following July to October     
period, as the dated receivables become due. In order to finance the resulting  
large receivable levels, Riddell requires a revolving line of credit. The       
outstanding balance on the revolving line of credit generally follows the       
receivable cycle described above, increasing as the level of receivables        
increases until the mid summer of each year when collections of the dated       
receivables are used to reduce the outstanding balance on the line. Varsity's   
working capital needs have generally followed a similar pattern reaching their  
peak at the end of the first calendar quarter and continuing through the        
second quarter. This period follows Varsity's off-season period during which    
it generates only nominal revenues while incurring expenditures in preparation  
for its approaching peak season.                                                

 The Company expects that its new debt structure will impact the
seasonality of its working capital demands as the semi-annual interest          
payments on the $115 million of 10.5% Senior Notes come due each January and    
July.                                                                           

Shares Eligible For Future Sale                                                 

         On September 1, 1998 the Company had 9,134,404 shares
outstanding and has reserved for issuance 322,152 shares issuable upon          
exercise of warrants granted to certain stockholders of the Company including   
the Stockholder and 1,395,011 shares issuable upon conversion of the Company's  
4.1% convertible Subordinated Note due 2004 (the "Convertible Note"). See,      
"The Offering" and "Stockholder." The Company has filed registration            
statements registering 1,961,178 shares consisting of these shares and certain  
shares owned by stockholders who have exercised registration rights. In         
addition, the Company has reserved for issuance 2,146,100 shares issuable       
pursuant to employee stock options granted under the Company's 1991 Stock       
Option Plan and 1997 Stock Option Plan. Unless exercised by the holders,        
options granted under the Company's 1991 Stock Option Plan to acquire 227,800   
shares of Common Stock which are "in the money" as of September 1, 1998 expire  
on or before February 1, 1999.                                                  

    As of September 1, 1998, approximately 5,545,937 shares (53.4%) of
the Company's Common Stock is deemed beneficially owned by certain officers     
and directors of the Company (determined in accordance with Rule 13d-13(d)(i)   
of the Exchange Act) and, according to Rule 144(a)(3) of the Securities Act,    
are "restricted securities" which can be sold only pursuant to an effective     
registration statement or exemption from registration.                          

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  The effect, if any, that future market sales of shares of Common
Stock or the availability of shares for sale will have on the market price      
prevailing from time to time cannot be predicted. Nevertheless, sales of        
substantial additional amounts of Common Stock in the public market, or the     
perception that such sales could occur, could adversely affect the prevailing   
market price for the Common Stock.                                              

Product Liability Claims; Uncertainty of Insurance Coverage; and Personal       
Injury Claims                                                                   

Given the nature of the products manufactured by the Company, 
particularly its line of football helmets, Riddell has in the past and will     
continue in the future to be subject to product liability claims. Currently,    
certain subsidiaries are defendants in various product liability suits          
relating to personal injuries allegedly related to the use of Riddell helmets   
or helmets reconditioned by the Company. As of September 1, 1998, the Company   
was a defendant in 5 product liability suits allegedly related to the use of    
helmets manufactured. The ultimate outcome of these claims, or potential        
future claims, and their effect on the Company's business, financial condition  
and results of operations cannot presently be determined. The Company           
estimates that the uninsured portion of future costs and expenses related to    
these claims, and incurred but not reported claims, would amount to at least    
$3.9 million at June 30, 1998 and, accordingly, a reserve in this amount is     
included in the Consolidated Balance Sheet of the Company as of June 30, 1998   
as part of accrued liabilities and other liabilities. These reserves are based  
on estimates of losses and defense costs anticipated to result from such        
claims from within a range of potential outcomes, based on available            
information, including an analysis of historical data such as the rate of       
occurrence and the settlement amounts of past cases. However, due to the        
uncertainty involved with estimates, actual results have at times varied        
substantially from earlier estimates and could do so in the future.             
Accordingly, there can be no assurance that the ultimate costs of such claims   
will fall within the established reserves.                                      

The Company maintains product liability insurance under an    
occurrence-based policy providing coverage against such claims currently        
pending against the Company and future claims relating to injuries occurring    
between December 1994 and January 2005 even if such claims are filed after the  
end of the policy period. The insurance program provides certain basic and      
excess coverages with combined aggregate coverage of over $40,000,000 subject   
to the limitations described below. The basic insurance coverage under the      
policy provides coverage of up to $2,250,000 per claim in excess of an          
uninsured retention (deductible) of $750,000 per occurrence ("Basic             
Coverage"). The Basic Coverage, which does not affect the availability of the   
excess coverage described below, has an aggregate limit which is currently      
$4,300,000, but the policy allows the Company to increase this maximum limit    
to $7,700,000 at any time by prepaying the required premium, which counts at    
120% of the amount paid toward the limit. The insurance program also provides   
for additional coverage ("Excess Coverage") of up to $20,000,000 per            
occurrence, in excess of the first $3,000,000 of each claim which is covered    
by the Basic Coverage, to the extent available. Claims covered by the Excess    
Coverage are subject to one of two separate $20,000,000 aggregate policy        
limits, depending on the date of the related injury. The first $20,000,000      
aggregate limit applies to claims for injuries occurring prior to January 31,   
1998, and claims occurring after January 1998, are covered under the second     
separate $20,000,000 aggregate limit.                                           

    There can be no assurance that such insurance coverage will remain
available after the coverage expires in 2005, that Riddell's insurer will       
remain viable or that the insured amounts will                                  

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be sufficient to cover all future claims in excess of Riddell's uninsured       
retention. Furthermore, future rate increases might make such insurance         
uneconomical for Riddell to maintain after 2005.                                

Cheerleading is a vigorous athletic activity involving jumps, 
tumbling, partner stunts and pyramids, with which there are associated risks    
of personal injury. Varsity actively promotes safety among cheerleaders, dance  
team participants and coaches and was a founding member of and is an active     
participant in the American Association of Cheerleading Coaches and Advisors,   
an industry trade group whose mission is to improve the quality of              
cheerleading and to maintain established safety standards. From time to time,   
Varsity is subject to personal injury claims arising from its cheerleader and   
dance team camps and activities, and as of September 1, 1998 was subject to 5   
such claims. Varsity believes it is adequately insured against such risks.      
There can be no assurance, however, that one or more meritorious claims         
against Varsity for serious personal injury would not have an adverse effect    
upon the Company's business, financial condition and results of operations.     

Risk of Loss of Material License and Other Contractual Relationships            

 Riddell is currently a party to several license agreements as a
licensor and has retained an independent licensing agent to help expand its     
licensing program. Approximately 1% of the Company's consolidated revenues for  
the year ended December 31, 1997 on a pro forma basis after giving effect to    
the Acquisition and refinancing of the Company's indebtedness in 1997 would     
have resulted from its licensing activities. Royalties paid to the Company by   
Kmart and Footstar Corp. for the use of the MacGregor trademark constituted     
approximately 85% of licensing revenues for 1997 and constituted approximately  
98% of the Company's licensing revenues from the MacGregor trademark rights     
for 1997. Of such royalties paid to the Company approximately 40% were derived  
with respect to athletic footwear and 40% with respect to apparel. Riddell's    
license with Footstar Corporation (a division of Meldisco) grants Footstar the  
rights to sell athletic footwear bearing the MacGregor trademark in Kmart       
stores through 2001, subject to renewal at Footstar's option for an additional  
two year period if certain conditions are satisfied. The Company recently       
entered into an amendment to its existing license with Kmart extending Kmart's  
license to sell athletic socks in Kmart stores through 2001 and terminating     
Kmart's license to sell apparel and the other smaller product categories in     
Kmart stores as of June 30, 1998.                                               

  A material decline in the royalties from the MacGregor trademark
rights could have a material adverse effect on the Company's results of         
operations. The unamortized cost of the related MacGregor trademark rights and  
license agreements included in intangible assets at June 30, 1998 was           
approximately $13.4 million. If there were a material decline in the revenues   
from the MacGregor trademark, then the carrying amount of the MacGregor         
trademark rights could be deemed to have been impaired. A write-down for such   
impairment could have a material adverse effect on the Company's business,      
financial condition and results of operations. There can be no assurance that   
the Company will successfully re-license the apparel and other smaller product  
categories.                                                                     

       While Riddell believes its relationships with its other licensees and
licensors are good, there can be no assurance that such license agreements      
will be renewed upon expiration or that the Company will be successful in       
entering into new license agreements in the future.                             

    In addition to the foregoing licensing agreements, the Company has
formed several                                                                  

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strategic alliances to promote its business. Since April 1989 Riddell has had   
an exclusive promotional rights agreement with the NFL pursuant to which the    
Riddell brand is the only name that can be displayed on helmets used in NFL     
play. Riddell's agreement with the NFL expires in April 1999 and automatically  
extends for unlimited successive five-year periods thereafter, provided that    
the quality of Riddell's helmets and shoulder pads remain comparable to the     
best available technology as reasonably determined by the NFL.                  

 Since 1989, Varsity has organized and produced various national
cheerleading and dance team championships for exclusive broadcast on the ESPN,  
Inc. ("ESPN") cable channel. Varsity's current agreement with ESPN expires      
after the 1998 season. In 1996, Varsity entered into several agreements with    
Walt Disney Attractions, Inc. ("Walt Disney Attractions") pursuant to which     
its national cheerleading and dance team championships through 1999 will be     
held at Walt Disney World (Registered) Resort in Florida. While the Company     
believes that it will be successful in renewing or replacing the agreements with
the NFL, ESPN and Walt Disney Attractions in a manner which will continue to    
promote the Company's products and services, there can be no assurance that it  
will be successful in doing so or that it will be able to do so on economically 
favorable terms. Although the Company believes that the failure to renew any one
of the agreements with the NFL, ESPN and Walt Disney Attractions would not have 
a material effect on the Company, there can be no assurance that the loss of all
or any combination of such agreements would not have a material adverse effect  
on the Company's business, financial condition and results of operations.       

Competition and Market Share Data                                               

   In its Institutional athletic products business, Riddell competes
with several larger national companies, such as Rawlings Sporting Goods         
Company, Inc., Diamond Sports Co., Wilson Sporting Goods Company, and in its    
practicewear business, with national companies such as Champion Products, Inc.  
and Russell Athletic, Inc. While none of such national competitors              
manufactures football helmets, some of Riddell's competitors offer a broad      
line of sports equipment and are significantly larger and have substantially    
greater financial and other resources at their disposal than Riddell. Riddell   
also competes with numerous smaller manufacturers and suppliers of sporting     
goods, services and collectibles. In particular, the protective equipment       
reconditioning and the sports collectibles industries are highly fragmented.    
In late 1994, in response to Riddell's move to direct sales, Schutt Sports      
Group ("Schutt"), Riddell's primary competitor in new football equipment,       
canceled the designation of All American Sports Corporation's (Riddell's        
reconditioning subsidiary) as an authorized reconditioner of AIR(TM) helmets    
and refused to sell parts for their helmets to All American. This move has had  
no measurable impact on Riddell's ability to recondition AIR helmets and no     
significant effect on total reconditioning volume in 1996 or 1997. Although     
Riddell will continue to source parts from outside suppliers that meet or       
exceed Schutt's standards and to recertify all AIR helmets to NOCSAE standards  
as it had before, Schutt's actions could have some limited impact on the        
reconditioning volume of All American in future years.                          

 Varsity is one of two major national companies that designs and
markets cheerleader, dance team and booster club uniforms and accessories and   
is one of two major national operators of camps. While Varsity's only national  
competitor is National Spirit Group Limited ("NSG"), it also competes with      
other smaller national and regional competitors that serve the uniform and      
accessories market or that operate cheerleader and dance team camps and         
clinics. Competitive pressure could have a material adverse effect on the       
Company's business, financial condition and                                     

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results of operations.                                                          

     The market share and other market data contained in this Prospectus
are based on independent industry publications and the good faith belief of     
the Company's management. However, market share data cannot always be verified  
with complete certainty due to the unavailability of raw data in certain        
circumstances and the voluntary nature of the data gathering process, and       
estimates may be incorrect, possibly to a material degree. In particular, the   
Company is not aware of the availability of reliable statistics with respect    
to the actual size of the high school football helmet market. Management's      
estimates with respect to this market are based only on the limited data in     
the public domain and the Company's participation in the football helmet        
industry which contains only one major competitor, a private company that does  
not reveal distribution information with respect to the high school market.     
Management's estimates with respect to the collegiate market are based on the   
Company's market share data with respect to NCAA teams. The Company is not      
aware of the availability of reliable statistics on the dance studio market,    
and management's estimates are based upon limited data in the public domain.    
Accordingly, no assurance can be given as to the accuracy of management's       
estimates. Prospective holders of Common Stock should not place undue emphasis  
on the market share data contained in this Prospectus, as there can be no       
assurance that such data are accurate in all material respects.                 

Dependence on New Products                                                      

The Company's future growth will be impacted by its ability to
identify and develop collectible and retail products which can be sold at       
acceptable profit margins. There can be no assurance that the Company will be   
successful in identifying and developing new collectible and retail products    
that may be successfully marketed to consumers. A failure to identify and       
develop new products for marketing through the retail and other channels would  
adversely affect the Company's future performance.                              

Regulation                                                                      

   At present, no national governing body regulates cheerleading and
dance team activities at the collegiate level. Although voluntary guidelines    
relating to safety and sportsmanship have been issued by the NCAA and some of   
the athletic conferences, to date cheerleading and dance teams generally are    
free from rules and restrictions similar to those imposed on other competitive  
athletics at the college level. However, if rules limiting off-season training  
are applied to cheerleading and/or dance teams (similar to rules imposed by     
the NCAA on other sports), it is likely that Varsity would be unable to offer   
a significant number of its camps either because participants would be          
prohibited from participating during the summer or because suitable sites       
would not be available. Although the Company is not aware of any school         
officially adopting these activities as a competitive sport, recognition of     
cheerleading and/or dance teams as "sports" would increase the possibility      
that these activities may become regulated. If Varsity were restricted from     
providing its training programs to colleges and high schools, or if             
cheerleaders and dance teams were restricted from training during the           
off-season, such regulations would likely have a material adverse effect on     
Varsity's business, financial condition and results of operations. However,     
the Company currently does not believe that any regulation of collegiate        
cheerleading or dance teams as a "sport" is forthcoming in the foreseeable      
future, and in the event any rules are proposed to be adopted by athletic       
associations, the Company expects to participate in the formulation of such     

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rules to the extent permissible.                                                

 At the high school level, some state athletic associations have
classified cheerleading as a sport and have in some cases imposed certain       
restrictions on off-season practices and out-of-state travel to competitions.   
However, in all cases to date, Varsity has been able to work with these state   
athletic associations to designate acceptable times for the cheerleaders        
within these states to attend camps. Varsity has also signed agreements with    
several state associations to assist with sponsoring and execution of official  
competitions with these states. To date, state regulations have not had a       
material effect on Varsity's ability to conduct its normal business activities  
within those states.                                                            

Dependence on Key Personnel                                                     

     The Company's executive officers and certain other key employees of
Riddell and Varsity have been primarily responsible for the development and     
expansion of their respective businesses, and the loss of the services of one   
or more of these individuals could have an adverse effect on the Company. The   
Acquisition combined two separate management teams under the ownership of one   
company. The Company's future success will be dependent in part upon its        
continued ability to recruit, motivate and retain qualified personnel, as well  
as the successful integration of the two management teams. There can be no      
assurance that the Company will be successful in this regard. The Company has   
employment and non-competition agreements with certain key personnel.           

Risks Relating to Benefits of the Acquisition                                   

 Management expects certain economic benefits to result from the
Acquisition, including the introduction of new products and cross marketing of  
products. There can be no assurance that following the Acquisition the Company  
will be able to successfully introduce new products or programs or will         
achieve the economic benefits that management expects. Realization of such      
economic benefits from the Acquisition could also be affected by a number of    
factors beyond the Company's control, such as general economic conditions,      
increased operating costs, the response of the Company's customers or           
competitors, difficulties in launching new products or entering new markets     
and regulatory developments.                                                    

THE OFFERING  

Securities offered........................322,152 shares of Common Stock by the 
                Stockholders

Common Stock outstanding immediately                                            
prior to the offering(1)(2) ..............9,134,404 shares                      

Common Stock outstanding immediately                                            
after the offering(1)(2)..................9,456,556 shares                      

Use of Proceeds...........................The Company will receive no proceeds  
                                         from the sale of shares being offered
           hereby.

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NASDAQ-NMS symbol..............................      RIDL                       

---------                                                                       

   (1) Excludes 2,146,100 shares issuable upon exercise of options granted
pursuant to the Company's 1991 Stock Option Plan and 1997 Stock Option Plan as  
of September 1, 1998. Also excludes 1,395,011 shares of Common Stock issuable   
upon conversion at $5.3763 per share (subject to certain adjustments) of the    
Company's 4.1% Convertible Subordinated Note due 2004.                          

(2) Assumes conversion of the Stockholders' Warrants, which are     
currently outstanding, into 322,152 shares of Common Stock.                     

THE COMPANY 

GENERAL                                                                         

The Company is the world's leading manufacturer and reconditioner of
football protective equipment and is the nation's leading supplier of products  
and services to the school spirit industry. The Company is a holding company    
that conducts its business through two principal operating divisions: the       
Riddell Group Division ("Riddell") and the Varsity Group Division ("Varsity").  
The Company believes that the Riddell brand is one of the best known and        
recognizable in all of sports. Management estimates that Riddell football       
equipment is worn by more than 80% of all professional National Football        
League ("NFL") players, and by more than 50% of all high school and collegiate  
players. In addition to the sale of new protective athletic equipment, Riddell  
is the largest national participant in the highly fragmented athletic           
equipment reconditioning industry. Additionally, Riddell markets both           
full-size and miniature collectible helmets and other collectible products and  
licenses its Riddell (Registered) and MacGregor (Registered) trademarks for use 
on athletic footwear and apparel. Varsity designs and markets innovative        
cheerleader and dance team uniforms and accessories for sale to the school      
spirit industry. Varsity is also a leading operator of high school and college  
cheerleader and dance team camps. Varsity promotes its products and services, as
well as the school spirit industry, by organizing and producing various         
nationally televised cheerleading and dance team championships and other special
events. The Company believes that it has one of the largest nationwide direct   
sales forces that focuses on the extracurricular activities segment of the      
educational institutional market (the "Institutional market").                  

    The Company was incorporated in the State of Delaware in April 1988. The
executive offices of the Company are located at 900 Third Avenue, 27th Floor,   
New York, New York 10022 and its telephone number is (212) 826-4300.            

RIDDELL                                                                         

   Riddell is the world's leading manufacturer of high school, college and
professional football helmets, with market share estimated at over 50%.         
Riddell also sells shoulder pads, including a line of premium pads under the    
Power (Registered) name, as well as a line of accessory pads which include      
thigh, hip, rib and knee pads.                                                  

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Through its subsidiary, All American Sports Corporation ("All       
American"), Riddell is the word's leading reconditioner of football helmets,    
shoulder pads and other related equipment. Reconditioning typically involves    
cleaning, sanitizing, buffing or painting, and recertifying helmets as          
conforming to the National Operating Committee on Standards for Athletic        
Equipment ("NOCSAE") standards. NOCSAE, a committee comprised of sports         
equipment manufacturers, including Riddell, establishes industrywide standards  
for protective athletic equipment. Riddell may also replace face guards,        
interior pads and chin straps. In addition, Riddell reconditions shoulder       
pads, as well as equipment for other sports, including baseball and lacrosse    
helmets, catchers' masks and baseball gloves. Riddell believes its customer     
relationships are strengthened by providing reconditioning services through     
its Institutional market sales force to the same athletic coaches generally     
responsible for athletic equipment purchases.                                   

Riddell maintains a promotional rights agreement with the NFL's     
licensing division (the "NFL Agreement") which requires the Riddell name to     
appear on the front and on the chin straps of each Riddell helmet used in NFL   
play. The NFL Agreement further requires all teams in the NFL to cover any      
indicia of brand identification of other manufacturers which might otherwise    
appear on helmets, face masks or chin straps not manufactured by Riddell but    
used during league play. The recognition resulting from the frequent            
appearance of the Riddell name on helmets in televised football games as well   
as in photographs in newspapers and magazines such as Sports Illustrated is     
viewed by management as important to its overall sales, marketing and           
licensing efforts. The NFL Agreement, which originated in 1989, expires in      
April 1999 and automatically extends for unlimited successive five-year         
periods thereafter, provided that the quality of Riddell's helmets and          
shoulder pads remains comparable to the best available technology as            
reasonably determined by the NFL.                                               

To better capitalize on Riddell's premium brand name, in 1993, David
Mauer, the former President of Mattel U.S.A., became Riddell's Chief Executive  
Officer and initiated a strategic repositioning of Riddell's business,          
including assembling Riddell's current management team. In October 1994,        
management implemented a significant change in its Institutional distribution   
system by eliminating the network of independent team dealers which             
historically sold Riddell's products to the Institutional market and began      
selling athletic equipment directly to its Institutional customers. Riddell     
implemented its strategy by utilizing the All American reconditioning sales     
force that had previously been selling reconditioning services to its           
Institutional customers. Management subsequently increased All American's       
full-time sales force from 80 in 1994 to 115 in 1997. The change to direct      
sales has (i) enabled Riddell to increase its sales and profitability, (ii)     
facilitated the introduction and cross-selling of Riddell's                     
non-football-related products such as practicewear and baseball equipment,      
(iii) improved control over the sales efforts to Institutions and (iv)          
provided better access to detailed sales information for analysis.              

In addition to repositioning its Institutional marketing effort,    
management also refocused its retail collectible business. Riddell's retail     
collectible business began with miniature and full size collectible football    
helmets displaying NFL and college team logos. Management's strategy with       
respect to the retail collectible market has been to (i) reduce production      
costs, (ii) segregate products by distribution channels and (iii) accelerate    
new product development.                                                        

VARSITY                                                                         

      Varsity is a leading provider of products and services to the school
spirit industry. Varsity                                                        

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designs and markets cheerleader, dance team and booster club uniforms and       
accessories and is one of the nation's leading operators of youth, junior       
high, high school and college cheerleader and dance team camps, clinics and     
competitions. Varsity promotes its products and services, as well as the        
school spirit industry, by organizing and producing various nationally          
televised cheerleading and dance team championships and other special events.   
Varsity's primary market includes participants at the approximately 37,500      
Institutions located throughout the United States.                              

Varsity's cheerleader and dance team fashion division maintains an  
excellent reputation for quality, design and on time delivery of its products.  
Such products, which bear the Varsity (Registered) label, include custom-made   
cheerleader and dance team uniforms and accessories, including sweaters,        
sweatshirts, jumpers, vests, skirts, warm-up suits, t-shirts, shorts, pompons,  
socks, shoes, pins, jackets and gloves. By relying on independent               
manufacturers to produce its uniforms, Varsity is able to minimize its fixed    
costs and retain the flexibility necessary to adjust the manufacturing to its   
highly seasonal production needs. Varsity provides its manufacturers with       
patterns, fabrics, yarn and manufacturing specifications for its products.      
Varsity also provides some cutting, knitting and lettering for the              
manufacturers at its specialized production facility located at its Memphis     
headquarters. Varsity considers itself an innovator in the design of uniforms   
and campwear garments and maintains an in-house design staff to maintain its    
leadership in setting design trends.                                            

Varsity's camp division commenced operations in 1975 with 20        
cheerleading camps and 4,000 participants. Today, through its Universal         
Cheerleaders Association ("UCA") division and United Spirit Association         
("USA") subsidiary, Varsity is a leading operator of cheerleader and dance      
camps in the U.S. Camp enrollment has increased every year since Varsity has    
been in business, and totaled 206,000 participants in 1997. Camp sessions,      
which are primarily held on college campuses in the summer, were conducted in   
every state except Alaska as well as in Canada, Panama and Japan in 1997.       
Participants in Varsity's 1997 summer camps included the cheerleading and/or    
dance team squads of approximately 76% of the universities comprising the       
Atlantic Coast, Big East, Big Ten, Big Twelve, Pacific 10 and Southeastern      
collegiate athletic conferences. Varsity instructors are mostly college         
cheerleaders who may have previously attended a Varsity camp, and management    
believes that its training of many of the top college cheerleading squads       
augments its recruiting of high school and junior high school camp              
participants.                                                                   

 Varsity promotes its products and services through active and visible
association with the following championships and television specials: the       
National College Cheerleading and Dance Team Championship (Registered)          
(nationally televised for 12 consecutive years), the National High School       
Cheerleading Championship (Registered) (17 consecutive years), the National     
Dance Team Championship (Registered) (10 consecutive years) and the National All
Star Cheerleading Championship (Registered) (2 consecutive years). In addition  
to promoting cheerleading and dance team activities, these championships,       
television specials and other special events are a revenue source to Varsity    
primarily during the first and fourth quarters. In 1997, approximately 28,000   
persons, including cheerleaders and their families, participated in Varsity's   
special events, such as championships and holiday parades in the U.S., London   
and Paris.                                                                      

  In December, 1994, Varsity acquired Intropa International/U.S.A., Inc.
("Intropa"), a Varsity supplier since 1988. Intropa specializes in providing    
international and domestic tours for special interest, performing, youth and    
educational groups including Varsity's London and Paris trips.                  

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Varsity recently implemented an expansion of its dance business and 
began working with CS Designs, a prominent designer and manufacturer of         
dancewear. Varsity expects to introduce an expanded line of dance uniforms and  
costumes under the Varsity label to be sold by Varsity's in-house, nationwide   
sales force to high school and college dance teams as well as a new line of     
dance uniforms and costumes for dance studio participants to be marketed in     
coordination with Co. Dance, its new venture. Co. Dance runs regional dance     
conventions and competitions for students from private dance studios. Paula     
Abdul is Artistic Director and a co-founder of Co. Dance and is scheduled to    
host the national Co. Dance championship to be broadcast from Disney World on   
ESPN in July 1998. In 1997 and the first half of 1998 Co. Dance conducted       
fourteen weekend dance conventions in which dance instruction was provided by   
dancers who have performed on Broadway, in music videos and in Hollywood.       
Varsity plans to conduct three more Co. Dance sessions later in 1998.           

   Varsity's strategy has been to increase revenue and market share by (i)
expanding its school spirit product lines, (ii) strengthening its sales force,  
(iii) increasing enrollment in its cheerleader and dance team camps as a        
vehicle to increase participation in special events such as parades and bowl    
games and cross-sell products, such as uniforms and (iv) actively promoting     
its business as well as the school spirit industry, primarily though its        
national televised cheerleading and dance team championships. Since fiscal      
1987, Varsity has significantly expanded the variety and selection of its       
uniforms and accessories and increased its direct sales force to approximately  
135 full-time professional sales representatives. Varsity believes it           
currently has the largest nationwide full-time direct sales force in the        
school spirit industry.                                                         

USE OF PROCEEDS 

  The Company will receive no proceeds from any sale of the shares being
offered hereby. The Company will bear all expenses of the offering, which are   
expected to be approximately $15,700.                                           

STOCKHOLDERS  

   The Stockholders' Warrants owned by NBD were granted in October 1995 in
consideration for the extension of the maturity date of a $36,500,000 line of   
credit to the Company. The exercise price per share of the Stockholders'        
Warrants owned by NBD is $3.54 increasing to $3.72 on October 29, 1998. The     
Stockholders' Warrant granted to NBD expires October 29, 1999.                  

    The Stockholders' Warrants owned by RER, RHI, JEMC, LT Plan, Lenny Corp.
and Messrs. Mauer and Cougill were granted in January 1994 to a limited         
partnership owned in part by Messrs. Nederlander, Toboroff and McConnaughy in   
consideration for the extension of a note in the amount of $1,870,500 issued    
by the partnership in favor of the Company. In September 1995 certain of the    
original partners withdrew from the partnership, and Messrs. Cougill, Mauer,    
McConnaughy, Nederlander and Toboroff or entities controlled by them acquired   
such partners' interests in the Stockholders' Warrants. In 1998, the            
partnership made a distribution of its remaining interests in the               
Stockholders' Warrant to entities owned by Messrs. Nederlander and              
McConnaughy. The exercise price per share of the Stockholders' Warrants owned   
by these Stockholders is $2.96, increasing to $3.11 on January 11, 1999. The    
holders of the Stockholders' Warrants have the choice of paying the exercise    
price in cash or in shares of Common Stock which will be received upon exercise 
of the Stockholders' Warrants. These Stockholders' Warrants expire January      
26, 1999.                                                                       

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 RHI and RER are controlled by Mr. Robert Nederlander, Chairman of the
Company's Board and member of its Executive Committee. JEMC is owned by John    
McConnaughy, a member of the Company's Board of Directors and Audit and         
Compensation Committees. LT Plan and Lenny Corp. are owned by Mr. Leonard       
Toboroff, a Vice President and member of the Company's Board and its Executive  
Committee. Mr. Mauer is the Company's Chief Executive Officer and a member of   
its Board of Directors and the Executive Committee of the Board. Mr. Cougill    
is the President of the Company's Riddell Group Division and the President and  
Chief Operating Officer of its subsidiary, Riddell, Inc. Messrs. Nederlander,   
McConnaughy, Toboroff, Mauer and Cougill are members of a group of              
stockholders who are deemed to beneficially own in excess of 52.8% of the       
Company's Common Stock on September 1, 1998.                                    

The Company granted the Stockholders certain rights to register the 
Common Stock into which the Stockholders' Warrants are exercisable. The         
Registration Statement, of which this Prospectus forms a part, was filed        
pursuant to such registration rights.                                           

The following table sets forth information as of September 1, 1998  
regarding the Stockholders and the shares of the Company's Common Stock that    
is beneficially owned by them, all of which may be offered from time to time    
pursuant to this Prospectus.                                                    

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                                                        [Enlarge/Download Table]


                                Shares Beneficially        Number of     Shares Beneficially
                                Owned Prior to the       Shares Being      Owned After the  
             Stockholder            Offering                 Sold              Offering     
             -----------    --------------------------  ---------------  -------------------

                            Number             Percent                   Number      Percent

                                                                                            
Robert Holdings, Inc.       474,445(2)         5.2%         25,000(1)    449,445     4.8%   
c/o Robert Nederlander                                                                      
Nederlander Organization                                                                    
810 Seventh Avenue                                                                          
New York, NY 10019                                                                          

RER Corp.                   529,364            5.8%         24,739       504,625     5.3%   
c/o Robert Nederlander                                                                      
Nederlander Organization                                                                    
810 Seventh Avenue                                                                          
New York, NY 10019                                                                          

JEMC Corp.                  885,200            9.6%         43,489(1)    841,711     8.9%   
1011 High Ridge Road                                                                        
Stamford, CT 06905                                                                          

Leonard Toboroff Defined    118,611(5)         1.3%          6,250(1)    112,361     1.2%   
Pension Benefit Plan                                                                        
c/o Riddell Sports Inc.                                                                     
900 Third Avenue, 27th Fl.                                                                  
New York, NY 10022                                                                          

Lenny Corp.                 966,443(6)        10.5%         47,288(1)    919,155     9.7%   
c/o Riddell Sports Inc.                                                                     
900 Third Avenue, 27th Fl.                                                                  
New York, NY 10022                                                                          

David M. Mauer              446,525(7)         4.7%          2,759       443,766     4.5%   
c/o Riddell Sports Inc.                                                                     
900 Third Avenue, 27th Fl.                                                                  
New York, NY 10022                                                                          

Dan Cougill                 105,177(8)         1.1%            475       104,702     1.1%   
c/o Riddell, Inc.                                                                           
3670 No. Milwaukee Ave.                                                                     
Chicago, IL 60641                                                                           

NBD Bank                    172,152(1)         1.9%        172,152(1)       -0-     -0-%    
1116 West Long Lake Rd.                                                                     
Bloomfield Hills, MI 48303                                                                  

--------------                                                                  

(1)   Assumes conversion of the Stockholders' Warrants, which are currently     
outstanding, into shares of Common Stock.                           

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(2)   Of the 474,445 shares owned by RHI, 25,000 shares underlie a Stockholder  
  Warrant. RHI and certain other parties have entered into Stockholders'
    Agreement (the "Stockholders' Agreement") dated as of September 14, 1995
   pursuant to which they have agreed to vote the shares of stock owned by
them as Mr. Robert Nederlander votes and to vote in favor of the    
election of Jeffrey Webb and a designee of Jeffrey Webb reasonably  
acceptable to the Board of Directors. The Stockholders' Agreement   
 expires on the earliest to occur of the death of Mr. Nederlander, May
29, 2001 and, with respect to the shares so transferred, upon the   
transfer of shares of Riddell Common Stock owned by them.           

(3)   Of the 529,364 shares owned by RER, 24,739 underlie a Stockholders'       
Warrant. RER is a party to the Stockholders' Agreement.             

(4)   Of the 885,200 shares owned by JEMC,43,489 shares underlie a              
  Stockholders' Warrant. JEMC is a party to the Stockholders" Agreement.
JEMC has pledged its interest in 885,200 shares of Common Stock to  
certain financial institutions to secure loans.                     

(5)   Of the 118,611 shares owned by LT Plan, 6,250 shares underlie a           
Stockholders' Warrant. LT Plan is a party to the Stockholders'      
Agreement.                                                          

(6)   Of the 966,443 shares owned by Lenny Corp., 47,288 shares underlie a      
Stockholders' Warrant. Lenny Corp. is a party to the Stockholders'  
Agreement.                                                          

(7)   The 446,525 shares of Common stock beneficially owned by Mr. Mauer are    
subject to the Shareholders' Agreement. 387,500 of these shares are 
issuable in connection with options granted under the Company's 1991
 Stock Option Plan that are exercisable currently or within 60 days of
 September 1, 1998, and 2,759 shares underlie a Stockholders' Warrant.

(8)   The 105,177 shares of Common Stock beneficially owned by Mr. Cougill are  
subject to the Shareholders' Agreement and 95,000 of these shares   
    underlie options granted under the Company's 1991 Stock Option Plan that
 are exercisable currently or within 60 days of September 1, 1998. 475
shares underlie a Stockholders' Warrant.                            

  Sales of a substantial number of shares of Common Stock of the Company
    beneficially owned by the Stockholders may have an adverse effect on the
  market price of the Company's Common Stock. See "Risk Factors - Shares
Eligible for Future Sale."                                          

PLAN OF DISTRIBUTION  

                Any sale of the Common Stock by the Stockholders will be for
their own account. The Company will receive none of the proceeds from the sale  
of the Common Stock.                                                            

              The Common Stock offered hereby by the Stockholders may be
sold from time to time by the Stockholders, or by pledgees, donees,             
transferees or other successors in interest. Such sales may be made in the      
NASDAQ National Market System, in the over-the-counter market, or otherwise at  
prices and at terms then prevailing or at prices related to the then current    
market price, or in negotiated transactions. The Common Stock offered hereby    
by the Stockholders may be sold in one or more of the following transactions:   
(a) a block trade in which the broker or dealer                                 

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so engaged will attempt to sell the Common Stock offered hereby by the          
Stockholders as agent but may position and resell a portion of the block as     
principal to facilitate the transaction; (b) purchases by a broker or dealer    
as principal and resale by the broker or dealer for its account pursuant to     
this Prospectus; and (c) ordinary brokerage transactions and transactions in    
which the broker solicits purchasers. In effecting sales, brokers or dealers    
engaged by the Stockholders may arrange for other brokers or dealers to         
participate. Any broker or dealer to be utilized by the Stockholders will be    
selected by such Stockholders. Brokers or dealers will receive commissions or   
discounts from the Stockholders in amounts to be negotiated immediately prior   
to the sales. These brokers or dealers and any other participating brokers or   
dealers, as well as certain pledgees, donees, transferees and other successors  
in interest, may be deemed to be "underwriters" within the meaning of Section   
2(11) of the Securities Act in connection with the sales. In addition, any      
securities covered by this Prospectus that qualify for sale pursuant to Rule    
144 under the Securities Act may be sold under Rule 144 rather than pursuant    
to this Prospectus.                                                             

                Upon the Company being notified by the Stockholders that any
material arrangement has been entered into with a broker-dealer for the sale    
of Common Stock offered hereby by the Stockholders through a block trade,       
special offering, or secondary distribution or a purchase by a broker or        
dealer, a prospectus supplement will be filed, if required, pursuant to Rule    
424(c) under the Securities Act, disclosing: (i) the name of each such          
Stockholders and of the participating broker-dealer(s), (ii) the number of      
shares of Common Stock involved, (iii) the price at which such shares of        
Common Stock were sold, (iv) the commissions paid or discounts or concessions   
allowed to such broker-dealer(s), where applicable, (v) that such               
broker-dealer(s) did not conduct any investigation to verify the information    
set out or incorporated by reference in this Prospectus and (vi) other facts    
material to the transaction.                                                    

                In addition, to the extent otherwise required, the amount of
the shares of Common Stock offered by the Stockholders to be sold, purchase     
prices, public offering prices, the names of any agents, dealers or             
underwriters, and any applicable commissions or discounts with respect to a     
particular offer will be set forth by the Company in a prospectus supplement    
accompanying this Prospectus or, if appropriate, a post-effective amendment to  
the Registration Statement.                                                     

          The Stockholders reserve the sole right to accept and,
together with any agent of the Stockholders, to reject in whole or in part any  
proposed purchase of the Common Stock offered hereby by the Stockholders. The   
Stockholders will pay any sales commissions or other seller's compensation      
applicable to such transactions.                                                

                The Stockholders and agents who execute orders on its behalf
may be deemed to be underwriters as that term is defined in Section 2(11) of    
the Securities Act and a portion of any proceeds of sales and discounts,        
commissions or other seller's compensation may be deemed to be underwriting     
compensation for purposes of the Securities Act.                                

                Offers and sales of shares of the Common Stock have not been
registered or qualified under the laws of any country, other than the United    
States. To comply with certain states' securities laws, if applicable, the      
shares of Common Stock offered by the Stockholders will be offered or sold in   
such jurisdictions only through registered or licensed brokers or dealers. In   
addition, in certain states the Stockholders shares may not be offered or sold  
unless they have been registered or qualified for sale in such states or an     
exemption from registration or qualification is available and is complied       
with.                                                                           

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            The Stockholders and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and   
the rules and regulations thereunder, which provisions may limit the timing of  
purchases and sales of any of the shares of Common Stock by the Stockholders    
or any such other person, and may affect the marketability of the Common Stock  
and the brokers' and dealers' ability to engage in market-making activities     
with respect to the Common Stock.                                               

            The Company has agreed to indemnify the Stockholders and
certain other persons against certain liabilities including liabilities         
arising under the Act arising out of any material misstatement or material      
omission from the registration statement or prospectus relating hereto.         

LEGAL MATTERS 

             Certain legal matters with respect to the validity of the
shares of Common Stock being registered will be passed upon for the Company by  
Lisa Marroni, Esq., General Counsel and Vice President for the Company. Ms.     
Marroni beneficially owns less than 1% of the Company's Common Stock through    
options granted to her by the Company pursuant to the Company's 1991 Stock      
Option Plan.                                                                    

EXPERTS 

              The consolidated financial statements of the Company as of
December 31, 1996 and 1997, and for the years ended December 31, 1995, 1996     
and 1997 have been incorporated by reference herein in reliance upon the        
report of Grant Thornton LLP, independent certified public accountants, and     
upon the authority of said firm as experts in accounting and auditing.          

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====================                                                            

No dealer, salesman or any other person has been authorized to give any         
information or to make any representations in connection with this offering     
other than those contained in this Prospectus and, if given or made, such       
other information and representations must not be relied upon as having been    
authorized by the Company. Except with respect to facts or events arising       
after the date hereof which individually or in the aggregate, represent a       
material change in the information set forth herein, neither the delivery of    
this Prospectus nor any sale made hereunder shall, under any circumstance,      
create any implication that there has been no change in the affairs of the      
Company since the date hereof or that the information contained herein is       
correct as of any time subsequent to its date. This Prospectus does not         
constitute an offer to sell or a solicitation of an offer to buy such           
securities in any circumstances in which such offer or solicitation is          
unlawful.                                                                       

----------  

TABLE OF CONTENTS 

                            Page
                            ----

Available Information................................3                          
Incorporation of Certain Documents                                              
by Reference.......................................3                        
Risk Factors.........................................4                          
The Offering.........................................12                         
The Company..........................................12                         
Use of Proceeds......................................15                         
Stockholders.........................................15                         
Plan of Distribution.................................18                         
Legal Matters........................................20                         
Experts..............................................21                         

---------------------------------------     

322,152 Shares  

RIDDELL SPORTS INC. 

Common Stock  

----------  

PROSPECTUS  

----------  

December 4, 1998  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B3 Filing		Date		First		Last			Other Filings
		9/14/95		17
		12/31/95		2		19
		11/11/96		2
		12/31/96		19					10-K405, 10-K405/A
		12/31/97		2		19			10-K, 10-K/A
		1/31/98		6
		3/31/98		2					10-K, 10-Q
		4/28/98		2
		6/30/98		2		7			10-Q
		9/1/98		5		17
		9/2/98		1
		9/15/98		2					8-K
		10/29/98		14
		11/23/98		2					8-K
		11/24/98		2					8-K
Filed On / Filed As Of		12/4/98		1		20
		1/11/99		14
		1/26/99		14
		2/1/99		5
		10/29/99		14
		5/29/01		17
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