SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 2)(1)
THE HOCKEY COMPANY
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(Name of Issuer)
Common Stock, par value $ .01 per share
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(Title of Class of Securities)
784414203
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(CUSIP Number)
David W. Pollak, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
(1) The remainder of this cover page shall be filled out for a reporting
person"s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
Notes).
CUSIP No. 784414203 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WS ACQUISITION LLC EIN: 13-3907149
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF
SHARES 3,288,905
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,288,905
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288,905
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.5% (1)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Based on 6,500,549 shares of Common Stock reported by the Company as
outstanding on October 24, 2000 in its Form 10-Q for the quarter ended
September 30, 2000, dated November 14, 2000.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D,
originally filed on April 24, 1997 and as amended by Amendment No. 1, filed on
August 18, 1997 ("Amendment No. 1", and, as so amended, the "Statement"), with
respect to the common stock, par value $.01 per share ("Common Stock"), of The
Hockey Company, a Delaware corporation (the "Company"), amends Items 4, 6 and 7
and Appendix A of the Statement. The principal executive office of the Company
is c/o Maska U.S., Inc., 929 Harvest Lane, P.O. Box 1200, Williston, Vermont
05495. Information given in response to each item shall be deemed incorporated
by reference in all other items. Capitalized terms used but not defined in this
Amendment No. 2 shall have the respective meanings ascribed to them in the
Statement.
ITEM 4. PURPOSES OF TRANSACTIONS
Item 4 as set forth in the Statement is amended by the addition of the
following at the end thereof:
On March 14, 2001, the Reporting Person entered into to the Agreement,
dated as of March 14, 2001 (the "STOCKHOLDERS AGREEMENT"), among Caisse de
depot et placement du Quebec ("CAISSE"), the Company and the Reporting Person
and certain other stockholders of the Company (the Reporting Person and the
foregoing, collectively, the "STOCKHOLDERS"), in connection with an Amended
and Restated Credit Agreement among the Company and Sport Maska Inc., as
borrowers, Caisse, as Agent and Lender, and the Montreal Trust Company, as
Paying Agent (the "AMENDED AND RESTATED CREDIT AGREEMENT"). The Stockholders
Agreement provides that the Reporting Person, as a Stockholder, will fully
cooperate with Caisse in the process of certain actions, if such actions are
mandated by the terms of the Amended and Restated Credit Agreement, including
causing its representative(s) on the Board of Directors to act or refrain
from acting and voting or giving consent with respect to its shares of Common
Stock in order to support a consolidation, merger or amalgamation of the
Company or a sale of all or substantially all or any portion of its assets
and to take all other actions requested by Caisse to facilitate such actions
mandated by the Amended and Restated Credit Agreement. Caisse was also
granted drag-along rights under the Stockholders Agreement which could
require the Reporting Person to sell its shares of Common Stock.
Pursuant to the Agreement, dated as of March 14, 2001 (the "INVESTOR
RIGHTS AGREEMENT"), among Caisse, the Reporting Person and the Company,
Caisse is entitled, upon the exercise of any of its warrants, or the
conversion of the outstanding amount owing under a certain facility under the
Amended and Restated Credit Agreement into shares of Common Stock, to have a
pro rata number of designees on the Board of Directors of the Company based
on the number of shares of Common Stock held by Caisse, with a minimum of one
Director at all times. Notwithstanding the stated above, commencing no later
than March 16, 2001, and for so long as a certain facility under the Amended
and Restated Credit Agreement has not been repaid in full, Caisse shall be
entitled to have two designees appointed to the Board of Directors of the
Company. In connection with this right of Caisse, the Director designees of
the Reporting Person will vote to increase the number of Directors. The
Investor Rights Agreement also grants to Caisse tag-along rights such that,
in the event that the Reporting Person agrees to transfer any of its shares
of Common Stock in one or a series of related transactions to any third party
(other than any affiliate of the Reporting Person that becomes a party to the
Investor Rights Agreement), Caisse is entitled to participate in such
transaction on the same terms and conditions as the Reporting Person. The
maximum number of shares of Common Stock that Caisse shall be entitled to
transfer shall be determined by multiplying the number of shares of Common
Stock owned by Caisse or the number of shares of Common Stock that it will
hold after exercising its warrants at the time of the transfer by a fraction,
the numerator of which is the number of shares of Common Stock proposed to be
transferred to the transferee by the Reporting Person and the denominator of
which is the number of shares of Common Stock then owned by the Reporting
Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 as set forth in the Statement is amended by the addition of the
following at the end thereof:
See the response to Item 4 regarding the Stockholders Agreement and the
Investor Rights Agreement.
A copy of each of the Stockholders Agreement and the Investor Rights
Agreement has been filed as an exhibit hereto and is incorporated herein by
reference. The foregoing descriptions of the Stockholders Agreement and the
Investor Rights Agreement in the response to Item 4 are qualified in their
entirety by reference to such agreements.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following additional materials are filed as Exhibits to this Amendment
No. 2:
Exhibit 1: Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, the Company, WS Acquisition LLC and certain other
stockholders of the Company. Filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on March 26, 2001, and incorporated herein by
reference.
Exhibit 2: Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, the Reporting Person and the Company. Filed as
Exhibit 10.4 to the Company's Current Report on Form 8-K filed on March 26,
2001, and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 26, 2001
WS ACQUISITION LCC
By: /s/ Greg S. Feldman
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Name: Greg S. Feldman
Title: President
APPENDIX A
The sole member of the Reporting Person is WS Holdings LLC. WS Holdings LLC is a
New York limited liability company with its principal business address at 620
Fifth Avenue, Suite 216, New York, New York 10020.
The managers and officers of the Reporting Person are set forth below, and each
such officer has a business address at 620 Fifth Avenue, Suite 216, New York,
New York 10020.
Manager: WS Holdings LLC
Officers: Greg S. Feldman - President, Secretary
and Treasurer
EXHIBIT INDEX
The following additional materials are filed as Exhibits to this Amendment
No. 2:
Exhibit 1: Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, the Company, WS Acquisition LLC and certain other
stockholders of the Company. Filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on March 26, 2001, and incorporated herein by
reference.
Exhibit 2: Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, the Reporting Person and the Company. Filed as
Exhibit 10.4 to the Company's Current Report on Form 8-K filed on March 26,
2001, and incorporated herein by reference.