FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

                      [X] AMENDMENT NO. 1 TO ANNUAL REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 0-19298


               VARSITY BRANDS, INC. (FORMERLY RIDDELL SPORTS INC.)
             (Exact name of registrant as specified in its charter)


              DELAWARE                                   22-2890400
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


          6745 LENOX CENTER COURT, SUITE 300, MEMPHIS, TENNESSEE 38115
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (901) 387-4300


           Securities registered pursuant to Section 12(b) of the Act:
     Title of each class               Name of each exchange on which registered
           [NONE]                                       [NONE]


           Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.01 PAR VALUE
                                (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [x] NO [ ]



<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information with respect to the directors and the executive officers of
Varsity Brands, Inc. ("Varsity") is set forth below as of April 22, 2002 and is
based upon the records of Varsity and information furnished to it by the
directors and executive officers. See "Security Ownership of Certain Beneficial
Owners and Management" for information pertaining to the Common Stock owned by
the directors.

<TABLE>
<CAPTION>
                                                                           HAS SERVED AS
NAME                             AGE         POSITION WITH VARSITY         DIRECTOR SINCE
------------------------------   ---    --------------------------------   --------------
<S>                              <C>    <C>                                <C>
Robert E. Nederlander.........   69     Chairman of the Board              April 1988
Jeffrey G. Webb...............   52     Chief Executive Officer and Vice   June 1997
                                        Chairman of the Board
Leonard Toboroff..............   69     Director and Vice President        April 1988
Don R. Kornstein..............   50     Director                           April 1995
John McConnaughy, Jr..........   73     Director                           September 1989
Glenn E. "Bo" Schembechler....   73     Director                           September 1991
Arthur N. Seessel, III........   63     Director                           February 1999

OTHER EXECUTIVE OFFICERS:
John M. Nichols...............   50     Chief Financial Officer
David Groelinger..............   51     Executive Vice President
W. Kline Boyd.................   48     Senior Vice President, Apparel
                                        and Accessories
Gregory C. Webb...............   50     Senior Vice President, Camps and
                                        Events
J. Kristyn Shepherd...........   46     Senior Vice President, Special
                                        Events
</TABLE>

         Set forth below is biographical information regarding each director and
executive officer of Varsity based on information supplied by them.

         ROBERT E. NEDERLANDER.  Mr.  Nederlander has been Chairman of the Board
since  April 1988 and was  Varsity's  Chief  Executive  Officer  from April 1988
through April 1, 1993.  Mr.  Nederlander  has been  President  and/or a Director
since November 1981 of the Nederlander Organization, Inc., owner and operator of
one of the world's  largest  chains of live  theaters.  Since  December 1998 Mr.
Nederlander  has been a co-managing  member of the  Nederlander  Company LLC, an
operator of live  theaters  outside of New York City.  He served as the Managing
General  Partner of the New York Yankees from August 1990 until  December  1991,
and has been a limited  partner and a Director since 1973. Mr.  Nederlander  has
been  President  since  October  1985 of the  Nederlander  Television  and  Film
Productions,  Inc.  and Chairman of the Board and Chief  Executive  Officer from
January 1985 to January


                                       1
<PAGE>


2002 of MEGO  Financial  Corporation.  Mr.  Nederlander  was a director  of MEGO
Mortgage  Corporation from December 1996 until June 1998. Mr. Nederlander became
Chairman of the Board of  Allis-Chalmers  Corp.  in May 1989;  from 1993 through
October 1996 he was Vice Chairman, and thereafter he remained solely a director.
In 1995,  Mr.  Nederlander  became a director of HFS  Incorporated,  which later
merged  into  Cendant  Corporation.  In October  1996 Mr.  Nederlander  became a
director of News Communications,  Inc., a publisher of  community-oriented  free
circulation newspapers.

         JEFFREY G. WEBB. Mr. Webb has been the Vice Chairman of the Board since
Varsity was acquired by Riddell in June 1997.  Mr. Webb was appointed  Varsity's
Chief  Executive  Officer and President in June 2001, and  previously  served as
Varsity's Chief Operating  Officer from October 1999 through June 2001. Prior to
the Varsity acquisition, Mr. Webb was Chairman of the Board, President and Chief
Executive Officer of Varsity Spirit Corporation since its formation in 1974.

         JOHN  M.  NICHOLS.  Mr.  Nichols  has  been  Chief  Financial  Officer,
Secretary and Treasurer of Varsity since June 2001.  Mr.  Nichols joined Varsity
Spirit Corporation,  Varsity's wholly owned subsidiary, on April 1, 1992 as Vice
President,  Accounting  and Income  Taxes and served as Senior  Vice  President,
Finance  of  Varsity  Spirit  Corporation  since  July 1992 and Chief  Financial
Officer  since April 1994.  From October 1988 through  March 1992,  Mr.  Nichols
owned and operated an independent  certified public accounting practice,  during
the course of which he provided accounting and financial  consulting services to
Varsity  Spirit  Corporation.  Prior to  October  1988,  Mr.  Nichols  was Chief
Financial Officer of French Quarter Inn, Inc. and a partner with the independent
certified public accounting firm of BDO Seidman, LLP.

         LEONARD TOBOROFF. Mr. Toboroff has been Vice President of Varsity since
April 1988.  Since May 1989,  Mr.  Toboroff has been a Vice  President  and Vice
Chairman of the Board of Allis-Chalmers Corp. Mr. Toboroff has been a practicing
attorney  since 1961 and from January 1, 1988 to December 31, 1990,  was counsel
to Summit  Solomon &  Feldesman  in New York City,  which was counsel to Varsity
from April 1988 through  February 1993. He has been a Director since August 1987
and was Chairman and Chief  Executive  Officer from December 1987 to May 1988 of
Ameriscribe Corp. Mr. Toboroff was Chairman and Chief Executive Officer from May
through July 1982,  and then was Vice Chairman from July 1982 through  September
1988 of American  Bakeries  Company.  Mr. Toboroff has been a director of Engex,
Inc. since March 1999.

         DAVID  GROELINGER.   Mr.  David  Groelinger  has  been  Executive  Vice
President of Varsity since June 1996, and previously  served as Varsity's  Chief
Financial  Officer from March 1996 through June 2001. From 1994 to 1995 he was a
member of the Board of Directors,  Executive Vice President and Chief  Financial
Officer of Regency  Holdings  (Cayman)  Inc.,  which owned and  operated a major
international cruise line. Prior to 1994 Mr. Groelinger served in various senior
financial  capacities during his twelve years at Chiquita Brands  International,
Inc.  In  1990,  he was  promoted  to Vice  President  reporting  to  Chiquita's
President and Chief Operating Officer.

         DON R.  KORNSTEIN.  Mr.  Kornstein is currently the President of Alpine
Advisors  LLC.  Prior  to this  Mr.  Kornstein  was a  member  of the  Board  of
Directors,  Chief Executive Officer and President of Jackpot  Enterprises,  Inc.
from September 1994 through  February  2000.  Prior to this Mr.  Kornstein was a
Senior  Managing  Director  at Bear,  Stearns & Co.  Inc.  for 17 years  through
September 1994. Mr. Kornstein has been a director of Varsity since April 1995.

         JOHN  MCCONNAUGHY,  JR. Mr.  McConnaughy  has been  Chairman  and Chief
Executive  Officer of JEMC Corp. since 1988. Mr.  McConnaughy is the Chairman of
the Board of the  Excellence  Group,  LLC, which filed a petition for bankruptcy
under  Chapter 11 of the  Bankruptcy  Code on January 13, 1999.  The  Excellence
Group's  subsidiaries  produced labels for a variety of customers.  From 1969 to
1986, Mr.  McConnaughy served as Chairman and Chief Executive Officer of Peabody
International  Corp.  ("Peabody").  From 1981 to 1992, he served as Chairman and
Chief  Executive  Officer of GEO  International  Corp. when it was spun off from
Peabody in 1981.  Mr.  McConnaughy is a Director of Fortune  Natural  Resources,
Levcor International, Inc., Wave Systems, Inc., Consumer Portfolio Services Inc.
and Ratexchange Corp. He has been a director of Varsity since September 1989.

         GLENN E. "BO"  SCHEMBECHLER.  Mr.  Schembechler  was  President  of the
Detroit  Tigers from January 1990 through August 1992 and a member of the Tigers
Board of  Directors  from 1989  through  1990.  He is also a Director of Midland
Company. From 1968 through 1989, Mr. Schembechler was head football coach of the
University of


                                       2
<PAGE>


Michigan  and served as its  Athletic  Director in 1988 and 1989.  He has been a
director of Varsity since September 1991.

         ARTHUR N. SEESSEL,  III. Mr. Seessel was the Chief Executive Officer of
Seessel Holdings Inc., a supermarket chain located in Memphis,  Tennessee, until
the company was sold in 1996.  Mr. Seessel  currently  serves as a consultant to
Albertson's  Inc.  and is a member of the Board of  Directors of 1st Trust Bank,
Wunderlich Securities,  Thoughtware  Technologies Inc., Idealmusic Inc. and Auto
Radio Inc. He has been a director of Varsity since February 1999.

         W. KLINE BOYD.  Mr. Boyd has been  Senior  Vice  President  and General
Manager - Varsity  Spirit  Fashions  since March 1989, a date which precedes the
June 1997  acquisition  of  Varsity.  Mr. Boyd has been a member of the Board of
Directors  of Boyd & McWilliams  Energy  Group,  Inc.  since 1978 and has been a
member of the Board of Directors of Smith Oil Company, Inc. since 1988.

         GREGORY C. WEBB.  Mr. Webb has been Senior Vice  President  and General
Manager - Universal  Cheerleaders  Association since 1989, a date which precedes
the June 1997  acquisition of Varsity.  Mr. Webb has been general manager of the
Universal  Cheerleaders  Association  operations  since 1986 and had  previously
served in similar  capacities  since  joining  Varsity in 1976.  Mr. Webb is the
brother of Jeffrey G. Web, the Varsity's Chief  Executive  Officer and President
and Vice Chairman of the Board.

         J. KRISTYN  SHEPHERD.  Ms.  Shepherd has been Senior  Vice-President  -
Universal  Cheerleaders  Association  since 1989, a date which precedes the June
1997  acquisition of Varsity,  and has served in various other  capacities since
joining the Company in 1979. Ms. Shepherd  oversees the Company's special events
and studio dance operations as well as television productions.

                            SECTION 16(A) DISCLOSURE

         Varsity believes, based solely on its review of the copies of the Forms
3, 4 and 5 required to be filed with  Varsity  pursuant to Section  16(a) of the
Exchange Act by its officers,  directors and beneficial  owners of more than 10%
of  Varsity's  Common  Stock  ("insiders"),  that  during the fiscal  year ended
December 31,  2001,  all filing  requirements  applicable  to its insiders  were
complied with.





                                       3
<PAGE>


ITEM 11. SUMMARY COMPENSATION TABLE

         The table below sets forth the cash compensation paid to or accrued for
Varsity's Chief Executive  Officer and its four other most highly paid executive
officers  in 2001 for  services  rendered in all  capacities  to Varsity and its
subsidiaries during the fiscal years ended December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                          LONG TERM
                                                                                        COMPENSATION
                                                       ANNUAL COMPENSATION                 AWARDS
                                            -----------------------------------------   ------------
                                                                                         SECURITIES
                                                                         OTHER ANNUAL    UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR      SALARY        BONUS         COMPENSATION    OPTIONS (1)    COMPENSATION (2)
---------------------------        ----     --------     --------        ------------    -----------    ----------------
<S>                                <C>      <C>          <C>                  <C>          <C>           <C>
David M. Mauer .................   2001     $324,208     $     --             $--              --        $1,857,040(3)
   Chief Executive Officer and     2000      609,788           --              --              --             2,040
   President (January-June 2001)   1999      579,792      130,000              --          40,000               960
   (3)

Jeffrey G. Webb ................   2001     $409,500     $100,000             $--              --        $     200
   Chief executive Officer and     2000      397,688           --              --              --              200
   President (June 2001-present)   1999      378,135      273,500(4)           --          35,000              300
   Chief Operating Officer
   (January-June 2001)

David Groelinger ...............   2001     $245,631     $     --             $--              --        $  251,386(5)
   Executive Vice President (5)    2000      233,133           --              --              --             2,040
                                   1999      221,692       50,000              --          15,000               960

Robert E. Nederlander ..........   2001     $224,201     $ 12,241             $--              --        $       --
   Chairman of the Board           2000      200,984           --              --           7,500                --
                                   1999      198,996           --          16,875(6)        7,500                --

Leonard Toboroff ...............   2001     $224,195     $ 12,241             $--              --        $   17,863
   Director and Vice President     2000      200,979           --              --           7,500             2,010
                                   1999      198,989           --          16,875(6)        7,500               960
</TABLE>

----------
(1)  These options were issued under Varsity's 1991 Stock Option Plan or 1997
     Stock Option Plan.

(2)  Represents Varsity's contribution to a 401(k) plan on behalf of the
     employee, except for the payments described below in Notes (3) and (5).

(3)  David Mauer resigned as Chief Executive Officer and President of Varsity on
     June 22, 2001 in connection with the sale of the Riddell Group Division.
     See "Employment Agreements and Change of Control Arrangements" for further
     information. Mr. Mauer received the following payments, which are shown as
     all other compensation; 1) $1.75 million under the terms of his Separation
     agreement; 2) $90,000 under the terms of his Non-Competition Agreement; and
     3) $15,000 under the terms of his Consulting Agreement.

(4)  Includes unrestricted stock awards of Varsity's common stock. The stock
     awards to Mr. J. Webb for 2001, 2000 and 1999 were for 0, 0 and 41,600
     shares valued at $0, $0 and $130,000, respectively. The value of the awards
     is based on the quoted market prices on the day the awards were granted
     which were $0, $0 and $3.13 per share for the 2001, 2000 and 1999 awards,
     respectively.

(5)  David Groelinger resigned as Chief Financial Officer on June 22, 2001, in
     connection with the sale of the Riddell Group Division, but continues to
     serve as Executive Vice President. Mr. Groelinger received payments
     totaling $250,000 related to the sale of the Riddell Group Division.

(6)  In 1999, Messrs. Nederlander and Toboroff each received a payment of
     $16,875 in exchange for the surrender of stock options granted to them in
     1994 for 15,000 shares each, at an exercise price of $2.625. The payment
     was computed based on the "in the money" value of the options at the time
     of the payments. Other perquisites and other personal benefits paid for the
     named executive officers are omitted from the


                                       4
<PAGE>


     table as permitted by the rules of the U.S. Securities and Exchange
     Commission because they aggregated less than the lesser of $50,000 and 10%
     of the total annual salary and bonus set forth in the columns entitled,
     "Salary" and "Bonus" for each named executive officer.

                             OPTIONS GRANTED IN 2001

         No stock options were granted during 2001 under either the Company's
1991 or 1997 Stock Option Plan.

          STOCK OPTION EXERCISES AND STOCK OPTIONS HELD AT END OF 2001

         The following table indicates the total number of exercisable and
unexercisable stock options held by each named executive officer listed below on
December 31, 2001. No options to purchase Varsity's Common Stock were exercised
by any of these individuals during 2001. On December 31, 2001, the last sale
price of the Common Stock on the American Stock Exchange was $2.20 per share.

<TABLE>
<CAPTION>
                                                           NUMBER OF
                                                          SECURITIES
                                                          UNDERLYING
                                                          UNEXERCISED           VALUE OF UNEXERCISED
                                                           OPTIONS AT          IN-THE-MONEY OPTIONS AT
                                                       DECEMBER 31, 2001        DECEMBER 31, 2001 (2)
                            SHARES        VALUE      ----------------------    -----------------------
                          ACQUIRED ON    REALIZED    EXERCIS-    UNEXERCIS-    EXERCIS-    UNEXERCIS-
           NAME           EXERCISE (#)    ($)(1)      ABLE          ABLE         ABLE         ABLE
------------------------- ------------   --------    --------    ----------    --------    ----------
<S>                           <C>           <C>      <C>           <C>            <C>          <C>
David M. Mauer...........     --            --       480,000           --         --           --
Jeffrey G. Webb..........     --            --       441,510       26,250         --           --
David Groelinger.........     --            --       103,750       11,250         --           --
John Nichols.............     --            --        52,625       15,875         --           --
Robert E. Nederlander....     --            --        37,500           --         --           --
Leonard Toboroff.........     --            --        37,500           --         --           --
</TABLE>

----------
(1)  Value realized is based upon the fair market value of common stock on the
     date of exercise less the exercise price, and does not necessarily indicate
     that the optionee sold such stock.

(2)  The exercise price of all options held at the end of 2001 by the named
     individuals were equal to or greater than the $2.20 per share December 31,
     2001 closing price of the common stock.

                       COMPENSATION OF BOARD OF DIRECTORS

         Directors who are not officers of Varsity received a fee in 2001 of
$20,000 per annum. In 2001, directors who were members of the Audit and
Compensation Committees of the Board (Messrs. McConnaughy, Kornstein,
Schembechler and Seessel) were also each paid an aggregate additional amount of
$5,000 per annum for their Committee memberships.

         See "Summary Compensation Table" for a discussion of compensation paid
to Mr. Mauer, a director and Varsity's Chief Executive Officer until June of
2001, and Mr. Webb, Varsity's Vice Chairman and Chief Executive Officer for the
remainder of 2001.

         Varsity has agreed to indemnify each director and officer against
certain claims and expenses for which the director might be held liable in
connection with service on the Board. In addition, Varsity maintains an
insurance policy insuring our directors and officers against such liabilities.


                                       5
<PAGE>


            EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

         In June 1992, Varsity entered into an employment agreement with each of
Messrs. Nederlander and Toboroff. Each agreement continues until terminated by
Varsity, with termination effective three years after Varsity delivers notice of
termination or, if earlier, until the death or disability of the employee. The
agreements are immediately terminable by Varsity for cause (as defined therein).
Bonuses are at the discretion of the board. Each agreement provides a base
salary of $162,500 which may be increased in the discretion of the board,
provided that in any event each year the salaries are increased at least by the
percentage increase in the Consumer Price Index. Each agreement provides that in
the event Varsity terminates the employee's employment, generally, other than
for cause, the employee will receive his full salary through the end of the term
of his agreement and annual bonuses for the remainder of the term equal to the
average of the annual bonuses awarded to the employee prior to termination. Each
agreement acknowledges that the employee will devote time and provide services
to entities other than Varsity. In April 2002, Varsity amended its agreements
with each of Messrs. Nederlander and Toboroff whereby each of Messrs.
Nederlander and Toboroff agreed to waive the percentage Consumer Price Index
increase with respect to their base salary of $162,500 as of June 22, 1999 for
each annual period from June 22, 1999 to June 21, 2000, June 22, 2000 to June
21, 2001 and June 21, 2001 to June 21, 2002, and Varsity agreed to pay to each
of Messrs. Nederlander and Toboroff (i) a bonus of $12,241, and (ii) increase
their base salary to $223,841 effective January 1, 2002, and for each twelve
(12) month period thereafter.

         In connection with the acquisition of Varsity Spirit Corporation,
Varsity entered into an employment agreement with Mr. Webb effective June 1997.
Under the provisions of such agreement Mr. Webb serves as Vice Chairman of the
Board of Directors as well as Chief Operating Officer of Varsity. Mr. Webb is
entitled to a base salary of no less than $375,000 per year and is eligible to
participate in those bonus arrangements which are made available to other senior
officers of Varsity at a target level of 40% of his base salary. Pursuant to his
employment agreement, Mr. Webb received options to purchase 50,000 shares of
common stock of Varsity with a per share exercise price of $5.44 and "special
options" to purchase an additional 347,760 shares at a per share exercise price
of $3.80. Upon termination of Mr. Webb's employment (1) by Varsity without
cause, as defined in Webb's agreement, (2) by Mr. Webb with good reason, as
defined in Webb's agreement, or (3) as a result of a change in control, as
defined in Webb's agreement, Mr. Webb will receive continued payments of base
salary for the longer of the remainder of the term of the agreement and one
year, or two years if as a result of a change of control, as well as other
benefits. Mr. Webb is subject to a non-competition covenant generally for a
period of two years following the termination of his employment for any reason.
Mr. Webb's Employment Agreement has by its terms expired. Varsity and Mr. Webb
continue to operate in accordance with the expired Employment Agreement and are
currently negotiating a new Employment Agreement. Subsequent to the sale by
Varsity of its Riddell Group Division, Mr. Webb was elevated to the positions of
President and Chief Executive Officer of Varsity.

         In April 1993, Varsity entered into an employment agreement with Mr.
Mauer. The agreement, as amended in 1994, provided for an annual base salary in
such amount in excess of $400,000 as the Board of Directors determined from time
to time. The agreement provided for the years subsequent to 1993, that the Board
of Directors and Mr. Mauer establish target bonuses based upon measures to be
agreed upon before the beginning of each calendar year, and that Mr. Mauer's
bonus would be a percentage, not to exceed 100%, of his base salary based upon
the percent of the targets achieved. The agreement was to continue until
terminated by Varsity, with termination to be effective three years after
Varsity delivered notice of termination or, if earlier, until Mr. Mauer's death
or disability. The agreement was immediately terminable for cause, as defined in
Mauer's agreement. Mr. Mauer was granted an option for ten years to acquire
300,000 shares of Varsity's common stock pursuant to the Agreement at an average
price of $3.63 per share. In the event Mr. Mauer's employment was terminated,
generally, other than for cause, Mr. Mauer would receive his salary through the
date of his termination, a pro rata portion of the bonus earned through the date
of termination, plus three times his annual salary and three times the average
of his annual bonus paid in the three years prior to the date of his
termination. Additionally, Mr. Mauer's options become fully exercisable for one
year. In connection with the sale by Varsity of its Riddell Group Division on
June 22, 2001, Mr. Mauer resigned as President, Chief Executive Officer, and as
a director of Varsity. In connection therewith, Mr. Mauer's Employment Agreement
was terminated, and Varsity and Mr. Mauer entered into each of a Separation
Agreement, Consulting Agreement and a Non-Competition Agreement pursuant to
which Mr. Mauer received a payment in the amount of $1,750,000, Mr. Mauer will
receive fees for his consulting services at a rate of $2,500 per month for a
period of two years from the date of the sale, a $15,000 monthly payment for a
period of two years from the date of the sale in consideration of his covenant
not to compete, and a period of eighteen months in


                                       6
<PAGE>


which to exercise the 480,000 options granted to him.

         Varsity entered into an employment agreement with Mr. Groelinger
effective March 1996 in connection with his joining Varsity as Chief Financial
Officer and Executive Vice President. The agreement provides for an initial
annual base salary of $180,000 and a guaranteed minimum bonus for 1996 of
$25,000. Thereafter, bonuses will be a percentage of his salary, with a target
of 40%. Pursuant to the Agreement, Mr. Groelinger was granted a ten-year option
to purchase 65,000 shares of Varsity's common stock at an exercise price of
$4.63 per share. The agreement is immediately terminable for cause, as defined
in Mr. Groelinger's agreement, presently expires, unless renewed, in March 2002.
The agreement provides, generally, that if Mr. Groelinger's employment is
terminated other than for cause he will be paid no less than one year's salary,
or two years' salary in the event termination arises in connection with a change
of control, as defined in Mr. Groelinger's agreement, plus a pro rata portion of
his bonus through the date of termination. In addition, his stock options become
immediately exercisable for one year to the extent then vested. In connection
with Varsity's sale of its Riddell Group Division, Mr. Groelinger resigned as
Varsity's Chief Financial Officer and continues to serve as Varsity's Executive
Vice President. Varsity and Mr.Groelinger are currently negotiating a new
employment agreement.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         In 2001 there were no Compensation Committee interlocks and no insider
participation in Compensation Committee decisions that were required to be
reported under the rules and regulations of the Exchange Act.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of April 22, 2002
pertaining to ownership of Varsity's common stock by persons known to Varsity to
own 5% or more of Varsity's common stock and common stock owned beneficially by
each director and named executive officer of Varsity and by directors and named
executive officers of Varsity as a group.

         The information contained herein has been obtained from Varsity's
records, or from information furnished directly by the individual or entity to
Varsity made by such persons with the U.S. Securities and Exchange Commission.

                                                 SHARES OWNED        PERCENT OF
                                                 BENEFICIALLY       COMMON STOCK
                                                 ------------       ------------

    Robert E. Nederlander                        1,267,210(1)           13.4%
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Jeffrey G. Webb                              1,316,387(2)           13.3%
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115
                                                    55,125(3)              *
    John M. Nichols
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115


                                       7
<PAGE>


    David Groelinger                               116,000(4)            1.2%
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Leonard Toboroff                             1,318,585(5)           13.9%
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Don R. Kornstein                                59,937(6)              *
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    John McConnaughy, Jr.                         1,053,937(7)          11.1%
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Glenn E. "Bo" Schembechler                      52,500(8)              *
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Arthur N. Seessel, II                           22,500(9)              *
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    W. Kline Boyd                                  131,985(10)           1.4%
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    Gregory C. Webb                                164,823(11)           1.7%
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    J. Kristyn Shepherd                            110,005(12)           1.2%
    Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115

    All officers and directors as a group        5,668,994(13)          53.9%
    (12 individuals)

    David M. Mauer                                 588,145(14)           5.9%
    c/o Varsity Brands, Inc.
    6745 Lenox Center Court, Suite 300
    Memphis, TN 38115


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<PAGE>


    Angelo, Gordon & Co., L.P.                   1,696,832(15)          15.3%
    245 Park Avenue, 26th Fl.
    New York, NY 10167

    Dimensional Fund Advisors Inc.                 526,508(16)           5.6%
    1299 Ocean Ave., 11th fl.
    Santa Monica, CA 90401

----------
o    Less than 1%

(1)  1,267,210 shares are owned by Mr. Nederlander  directly or through entities
     controlled by him having dispositive power over these shares, and 37,500 of
     these 1,267,210  shares underlie options granted under Varsity's 1991 Stock
     Option Plan that are  exercisable  currently or within 60 days of April 22,
     2002.

(2)  Includes  450,260 shares  underlying  options  granted under Varsity's 1997
     Stock Option Plan that are exercisable currently or within 60 days of April
     22, 2002.

(3)  Includes 2,500 shares underlying options granted under Varsity's 1991 Stock
     Option Plan and 52,625 shares  underlying  options  granted under Varsity's
     1997 Stock Option Plan that are exercisable  currently or within 60 days of
     April 22, 2002.

(4)  Includes  107,500 shares  underlying  options  granted under Varsity's 1991
     Stock Option Plan that are exercisable currently or within 60 days of April
     22, 2002.

(5)  Includes  37,500 shares  underlying  options  granted under  Varsity's 1991
     Stock Option Plan that are exercisable currently.

(6)  Includes  37,500 shares  underlying  options  granted under  Varsity's 1991
     Stock Option Plan that are exercisable currently.

(7)  Includes  37,500 shares  underlying  options  granted under  Varsity's 1991
     Stock  Option Plan that are  exercisable  currently.  Mr.  McConnaughy  has
     pledged his  interest in  1,016,437  shares of  Varsity's  common  stock to
     financial institutions to secure loans.

(8)  Includes  37,500 shares  underlying  options  granted under  Varsity's 1991
     Stock Option Plan that are exercisable currently.

(9)  Represents  shares  underlying  options  granted under Varsity's 1991 Stock
     Option Plan that are exercisable currently.

(10) Includes  98,990 shares  underlying  options  granted under  Varsity's 1997
     Stock Option Plan that are exercisable currently or within 60 days of April
     22, 2002.

(11) Includes  88,806 shares  underlying  options  granted under  Varsity's 1997
     Stock Option Plan that are exercisable currently or within 60 days of April
     22, 2002.

(12) Includes  59,556 shares  underlying  options  granted under  Varsity's 1997
     Stock Option Plan that are exercisable currently or within 60 days of April
     22, 2002.

(13) The  aggregate  number of shares  beneficially  owned and percent of common
     stock  beneficially owned by all officers and directors as a group does not
     include David Mauer,  nor does it include an aggregate of 449,550 shares of
     underlying  option granted under  Varsity's 1991 Stock Option Plan and 1997
     Stock Option Plan.


                                       9
<PAGE>


(14) Includes  480,000 shares  underlying  options  granted under Varsity's 1991
     Stock  Option  Plan which are  exercisable  currently  or within 60 days of
     April 22, 2002. Mr. Mauer resigned as Chief Executive Officer and President
     of  Varsity  as of June  2001 in  connection  with the sale of the  Riddell
     Division in 2001.

(15) Based on a Schedule 13G filed February 13, 1997, Angelo, Gordon & Co., L.P.
     may be deemed to be the beneficial owner of 1,696,832 shares as a result of
     voting and dispositive powers it holds with respect to $1,375,000 principal
     amount of Varsity's  4.10%  Convertible  Subordinated  Note due November 1,
     2004 (the "Notes")  convertible  at $4.42 per share into 311,086  shares of
     Varsity's  common stock held for its own account and  $6,125,000  principal
     amount of Notes  convertible into 1,385,746 shares of common stock which it
     holds  for the  account  of  private  investment  funds for which it acts a
     general partner and/or investment advisor or investment manager.

(16) Based on a Schedule 13G filed January 30, 2002,  Dimensional  Fund Advisors
     Inc. may be deemed to be the beneficial owner of 526,508 shares.


ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On February  25,  2000,  Varsity  entered  into a nine (9) year six (6)
month  sublease with a company owned and controlled by Varsity's  chairman,  Mr.
Robert Nederlander for premises to serve as Varsity's  corporate offices located
in New York City.  Pursuant  to the  sublease,  Varsity  will pay a base rent of
approximately  $117,000 per annum which will rise to approximately  $138,000 per
annum during the term of the sublease.  Varsity will also pay our pro rata share
(approximately  33%) of  operating  expenses  during  the term of the  sublease.
Varsity paid  $175,000  upon the  execution of the  sublease,  which  represents
Varsity's  pro rata share of the build out  expenses  relative to the  sublease.
Management  believes  that the terms of the sublease are at least  equivalent to
what Varsity could  reasonably  expect to receive from an unrelated third party.
In connection  with  Varsity's sale of its Riddell Group  Division,  Varsity has
moved its corporate offices to Memphis,  Tennessee,  and is currently subleasing
the premises to a third party.

         The undersigned  registrant  hereby amends its Form 10-K for the Fiscal
Year Ended  December  31, 2001 to include the  information  contained  herein in
response to Part III of Form 10-K.





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<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this amendment to Form 10-K for 2001 to be signed
on its behalf by the undersigned, thereunder duly authorized on this 22nd day of
April, 2002.

                                            VARSITY BRANDS, INC.



                                            By: /s/ JEFFREY G. WEBB
                                                --------------------------------
                                                Jeffrey G. Webb
                                                Chief Executive Officer






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