FILED BY: RAWLINGS SPORTING GOODS COMPANY
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES ACT OF 1934
SUBJECT COMPANY: K-2 INC
COMMISSION FILE NO. 1-04290
This filing relates to the proposed merger between Rawlings Sporting Goods
Company, Inc. (the "Company") and K2 Inc. ("K2") pursuant to the terms of an
Agreement and Plan of Merger, dated as of December 15, 2002, among the Company,
K2 and Lara Acquisition Sub, Inc.
On March 26, 2003, the Company issued the following press release regarding the
proposed merger described above:
St. Louis, Missouri, March 26th, 2003. Rawlings Sporting Goods Company
Inc(R). (NASDAQ: RAWL), the number one baseball brand in the world, and
Major League Baseball Properties have reached a new six-year agreement
which will allow Rawlings to be the "Official Baseball Supplier" of
Major League Baseball through 2008. Rawlings has been the exclusive
supplier of baseballs to MLB since 1977; thus the contract will stretch
the relationship between Rawlings and MLBP beyond 30 years.
Rawlings has also reached a new six-year retail licensing agreement
with Major League Baseball Properties for batting helmets. Rawlings has
gained the rights to use MLB marks and logos for all 30 Clubs on youth
and adult batting helmets for retail sale. It will allow for leagues to
wear the helmets of their favorite professional teams, such as the
Oakland A's, New York Yankees, St. Louis Cardinals, etc. Helmets will
be available at retail this spring. This agreement will help build upon
Rawlings' strength as the number one batting helmet manufacturer.
"As the official baseball supplier of Major League Baseball, Rawlings
has long been responsible for one of the most prominent symbols of our
game," said Howard Smith, Senior Vice President of Licensing for Major
League Baseball Properties. "Our new licensing agreements ensure that
our 26-year relationship with Rawlings, which has been a valuable and
dedicated business partner, will continue for years to come."
Commenting on the agreement, Steve O'Hara, Chairman and CEO for
Rawlings Sporting Goods stated, "We are delighted to receive this vote
of confidence from Major League Baseball as we enter into our new
agreement with K2 Inc. We intend to honor that trust by continuing to
produce the finest baseballs in the world."
The Official Baseball of Major League Baseball produced by Rawlings is
unique from any other baseball. The balls are manufactured in a wholly
owned Rawlings facility that is dedicated to the production of Major
League Baseballs. Each of the baseballs goes through a tightly
controlled manufacturing process and strict testing procedures to
ensure the consistency of each Major League Baseball and thus the
integrity of the game. The leather for every Major League Baseball
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comes from Rawlings' tannery in Tennessee and each baseball is hand
sewn with 108 individual stitches.
In addition, Rawlings plans to support the relationship with marketing
communication efforts that encourage consumers to use an official
Rawlings Major League baseball when getting autographs, purchasing
memorabilia, etc. Rawlings is participating in several collectibles
promotions with MLB Clubs in 2003 that support this communication. The
Official Major League Baseball is also available for purchase at retail
stores and hobby shops nationwide.
Rawlings is a leading marketer and manufacturer of baseball equipment
and other sporting goods in the United States. Rawlings is the Official
Baseball of Major League Baseball and the NCAA(R) baseball
championships. Over half of Major League players use a Rawlings' glove,
including such stars as Derek Jeter, Alex Rodriguez, Ken Griffey, Jr.,
Mike Piazza, Randy Johnson, Troy Glaus, and Pedro Martinez. Rawlings is
also the official basketball for the NAIA, NJCAA, AAU and many other
organizations, as well as official football of the NAIA. Rawlings is
the official basketball, football, baseball, softball, volleyball and
soccer ball of the National High School Federation.
STOCKHOLDERS OF RAWLINGS SPORTING GOODS COMPANY, INC. AND K2 INC. ARE
URGED TO READ THE REGISTRATION STATEMENT RELATING TO THE PROPOSED
MERGER OF RAWLINGS AND K2, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Copies of these documents filed by K2 Inc. with the Securities and
Exchange Commission (the "SEC") also may be obtained free of cost on
the SEC's website, http://www.sec.gov, or upon oral or written request
to: John J. Rangel, Senior Vice President-Finance at K2 Inc., telephone
number (323) 890-5830 or at jrangel@k2inc.net.
Rawlings and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of Rawlings stockholders in
connection with the proposed merger. A detailed list of the names,
affiliations and interests of the participants in the solicitation is
set forth in the joint proxy statement that was filed with the SEC.
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This news release includes forward-looking statements. Rawlings
cautions that these statements are qualified by important factors that
could cause actual results to differ materially from those in the
forward-looking statements, including but not limited to the companies'
ability to complete the proposed merger with K2, global economic
conditions, product demand, financial market performance, and other
risks described in K2's Registration Statement on Form S-4 and
Rawlings' Annual Report on Form 10-K, each filed with the Securities
and Exchange Commission.
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