THE SPORTSMAN'S GUIDE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 1996
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of The Sportsman's Guide,
Inc., a Minnesota corporation (the "Company"), will be held at the
offices of the Company, 411 Farwell Avenue, South St. Paul,
Minnesota, on July 17, 1996 at 2:00 p.m., Minnesota time, for the
following purposes:
1. To elect seven directors to serve until the next Annual
Meeting and until their successors have been elected and
qualified;
2. To approve the engagement of Grant Thornton as
independent certified public accountants for the Company
for the fiscal year ending December 27, 1996; and
3. To consider and act upon such other business as may
properly come before the meeting or any adjournment
thereof.
Only holders of record of the Company's Common Stock at the
close of business on June 21, 1996 will be entitled to notice of
and to vote at the meeting or any adjournment thereof.
<PAGE>
A copy of the Company's Annual Report for the year ended
December 29, 1995 is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Charles B. Lingen, Secretary
June 27, 1996
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
<PAGE>
THE SPORTSMAN'S GUIDE, INC.
INFORMATION STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
July 17, 1996
This Information Statement is furnished in connection with the
matters to be voted on at the Annual Meeting of Shareholders of The
Sportsman's Guide, Inc. (the "Company"), to be held at 2:00 p.m.,
Minneapolis time, on July 17, 1996 at the offices of the Company,
411 Farwell Avenue, South St. Paul, Minnesota 55075, and at any and
all adjournments thereof. This Information Statement is first
being mailed to shareholders on or about June 27, 1996.
The Company's Annual Report to Shareholders is being furnished
to each shareholder with this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
The Company has one class of voting securities outstanding,
namely Common Stock, par value $.01 per share.
All holders of record of the Company's Common Stock at the
close of business on June 21, 1996 are entitled to notice of and to
vote at the Annual Meeting. As of June 21, 1996, there were
23,335,833 shares of Common Stock outstanding, and each share is
entitled to one vote on all matters to be voted upon at the Annual
Meeting. Under the Company's Articles of Incorporation and Bylaws,
each shareholder has the right to vote cumulatively for the
election of directors by giving written notice of his intent to
cumulate his votes to any officer of the Company before the Annual
Meeting or to the presiding officer of the Company at the Annual
Meeting at any time before the election of directors.
The presence in person or by proxy of holders of 40% of the
shares of the Company's Common Stock entitled to vote at the Annual
Meeting will constitute a quorum for the transaction of business.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of June 21, 1996, certain
information with respect to the beneficial ownership of the Com-
pany's Common Stock and Series A Preferred Stock, par value $.01
per share, by each director, nominee for director and named
executive officer of the Company and all directors and officers as
a group, and the beneficial ownership of the Company's Common Stock
by those persons or groups known by the Company to own more than 5%
of the Common Stock.
Directors (all of whom are nominees):
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address(1) Title of Class Beneficially Class
Owned Outstanding(2)
<S> <C> <C> <C>
Vincent W. Shiel Common Stock 6,923,511(3) 27.4%
6900 Golf House Drive
Hobe Sound, FL 33455 Preferred Stock 100,000(4) 50.0%
Mark F. Kroger Common Stock 1,028,340(5) 4.4%
110 Baird Parkway
Mansfield, OH 44903 Preferred Stock 10,000 5.0%
Leonard M. Paletz Common Stock 2,604,189(6) 10.9%
8932 Minnehaha Circle S.
Minneapolis, MN 55426
Gary Olen Common Stock 1,050,577(7) 4.5%
411 Farwell Avenue
S. St. Paul, MN 55075
William T. Sena -- -- --
300 Main Street
Cincinnati, OH 45202
Charles B. Lingen Common Stock 18,750(8) *
411 Farwell Avenue
S. St. Paul, MN
Gregory Binkley Common Stock 153,125(9) *
411 Farwell Avenue
S. St. Paul, MN
All Directors and Common Stock 11,805,992(10) 45.1%
Officers as a Group
(9 persons) Preferred Stock 110,000 55.0%
</TABLE>
[FN]
* Less than 1% of outstanding shares
2<PAGE>
Holders of More Than 5% of Common Stock (in addition to directors
named above):
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address Title of Class Beneficially Class
Owned Outstanding
<S> <C> <C> <C>
Stuart A. Shiel Common Stock 1,833,333(11) 7.8%
17010 Butteroak Drive
Spring, TX 77379
Susan M. Mills Common Stock 1,868,479(12) 8.0%
535 Valley Oak Court
Dayton, OH 45415 Preferred Stock 39,200 19.6%
Ralph E. Heyman, Esq. Common Stock 4,974,853(18) 20.5%
1100 Courthouse Plaza SW
Dayton, OH 45402
Frederick J. Kroger Common Stock 1,662,341(14) 6.9%
905 East Third Street
Dayton, OH 45402 Preferred Stock 30,000 15.0%
Thomas A. Smith Common Stock 1,280,000(15) 5.4%
96 N.E. 4th Avenue
Delray Beach, FL 33444
</TABLE>
[FN]
(1) Unless otherwise indicated, all shares are held of record and
beneficially owned by the person indicated.
(2) Percentages are calculated on the basis of the number of
shares outstanding on June 21, 1996, plus the number of shares
issuable pursuant to presently exercisable options and stock
warrants for that individual.
(3) Includes 5,723,503 shares (1,473,480 of which represent shares
issuable upon the exercise of stock warrants) held in the name
of Vincent W. Shiel as Trustee and Settlor of the Vincent W.
Shiel Revocable Trust and 1,200,008 shares (450,000 of which
represent shares issuable upon the exercise of stock warrants)
held in the name of Helen M. Shiel, the wife of Dr. Shiel, as
Trustee and Settlor of the Helen M. Shiel Revocable Trust.
(4) Includes 75,000 shares held in the name of Vincent W. Shiel as
Trustee and Settlor of the Vincent W. Shiel Revocable Trust
and 25,000 shares held in the name of Helen M. Shiel as
Trustee and Settlor of the Helen M. Shiel Revocable Trust.
(5) Includes 94,999 shares issuable upon the exercise of stock
warrants.
3<PAGE>
(6) Includes 460,189 shares issuable upon the exercise of stock
warrants and 50,000 shares issuable upon the exercise of an
option.
(7) Includes 218,750 shares issuable upon the exercise of options.
(8) Includes 18,750 shares issuable upon the exercise of options.
(9) Includes 20,000 shares held in the name of Mr. Binkley's wife
and 53,125 shares issuable upon the exercise of options.
(10) Includes 2,846,793 shares issuable upon the exercise of stock
warrants and options.
(11) Includes 200,000 shares issuable upon the exercise of stock
warrants. Does not include 1,726,635 shares held in trust for
the benefit of Stuart Shiel's children. Mr. Shiel expressly
disclaims beneficial ownership of all such shares.
(12) Includes 39,200 shares issuable upon the exercise of stock
warrants.
(13) Includes 976,520 shares issuable upon the exercise of stock
warrants as a trustee of various trusts. Mr. Heyman holds
3,978,333 shares as a trustee of various trusts, of which he
has no pecuniary interest.
(14) Includes 729,000 shares issuable upon the exercise of stock
warrants.
(15) Includes 400,000 shares issuable upon the exercise of stock
warrants as a trustee of various trusts. Mr. Smith holds
880,000 shares as a trustee of various trusts, of which he has
no pecuniary interest.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors, executive officers, and ten percent bene-
ficial owners of the Common Stock to file reports with the Securi-
ties and Exchange Commission. The Company believes that during
fiscal 1995, all filing requirements applicable to its directors,
executive officers, and ten percent beneficial owners were met.
MATTERS TO BE ACTED UPON
AT THE ANNUAL MEETING
1. Election of Directors
Seven directors are to be elected at the Annual Meeting to
hold office until the next Annual Meeting of Shareholders and until
their successors have been elected and qualified. Each nominee is
presently a director of the Company. There is no reason to believe
that any nominee will be unable to serve if elected. The seven
candidates receiving the greatest number of votes will be elected
as directors. Abstentions and broker non-votes will be treated as
non-votes.
4<PAGE>
Set forth below is certain information with respect to each
nominee for director.
VINCENT W. SHIEL, 63, has been a director of the Company
since 1990, and has extensive experience in the sporting goods
industry. Dr. Shiel was elected Chairman in April 1994. He
previously owned a controlling interest in Gander Mountain, Inc.,
which at that time was a Wisconsin-based catalog retail company,
and served on its board of directors. Gander Mountain recently
sold its assets relating to its catalog retail business and is no
longer a competitor of the Company. Dr. Shiel owns an interest and
serves as a director of National Recreational Shooting Supplies,
Inc., a Mansfield, Ohio based wholesale firearms distributor. Dr.
Shiel is a principal shareholder of and has served as President,
director, and consultant to Outdoor Consulting, Inc., a management
consulting firm, for the past eight years.
GARY OLEN, 54, is a co-founder of the Company and served as
its Executive Vice President and Secretary from its incorporation
until December 31, 1993. Mr. Olen was elected President and Chief
Operating Officer of the Company on January 1, 1994. Mr. Olen was
elected Chief Executive Officer on April 27, 1994. Mr. Olen has
been a director of the Company since its incorporation. From 1970
through 1977, Mr. Olen was employed as the Marketing Director for
Fidelity File Box, Inc. From 1967 through 1970, Mr. Olen was a
Merchandise Manager with C&H Distributors, a specialty mail order
catalog business specializing in the sale of industrial and office
equipment. From 1960 through 1967, Mr. Olen was employed in the
catalog division of J.C. Penney Company. Mr. Olen was also the
sole proprietor of the predecessor of the Company.
LEONARD M. PALETZ, 61, is a co-founder of the Company and
served as its Chairman, Chief Executive Officer, Treasurer and a
director from the Company's incorporation in 1977 until 1994. In
1994, Mr. Paletz resigned from his offices of Chairman, Chief
Executive Officer and Treasurer. Mr. Paletz retired as an employee
of the Company effective as of December 31, 1994. Mr. Paletz also
served as the Company's President from its incorporation through
December 31, 1993. From 1962 through 1977, Mr. Paletz was employed
by Fidelity File Box, Inc. in various positions including Vice
President and General Manager. Mr. Paletz was also a director and
shareholder of Fidelity File Box, which sells, through a mail order
catalog, corrugated storage products, office and industrial
equipment and office and industrial supplies.
MARK F. KROGER, 42, has been a director of the Company since
1990. He is the Chairman of the Board, President, Chief Executive
Officer and Treasurer of National Recreational Shooting Supplies,
Inc. Mr. Kroger has served as President of National since 1986 and
is a member of its board of directors. Mr. Kroger has over 21
years experience in the sporting goods industry.
5<PAGE>
WILLIAM T. SENA, 59, has been a director of the Company since
1990. He is an investment advisor with Sena Weller Rohs Williams
Inc., a Cincinnati, Ohio investment advisory firm. Mr. Sena has
been associated with the investment advisory firm and/or its
predecessor since 1965. Mr. Sena is also a director of Phoenix
Medical Technology, Inc.
GREGORY BINKLEY, 47, has been a director of the Company since
1995. Mr. Binkley has been employed by the Company since February,
1994 and was elected Vice President in 1994 and Senior Vice
President of Operations and Chief Operating Officer in 1995. From
1993 to 1994, Mr. Binkley served as an independent operations
consultant. From 1990 to 1993, Mr. Binkley was employed by the
operations division of Fingerhut Companies, Inc., a mail-order
catalog business.
CHARLES B. LINGEN, 51, has been a director of the Company
since December, 1995. Mr. Lingen has been employed by the Company
since May, 1994 as its Chief Financial Officer, Vice President-
Finance and Treasurer. In 1995, Mr. Lingen was elected to serve as
Secretary of the Company. From 1973 to 1994, Mr. Lingen was
employed by Fingerhut Companies, Inc., a mail-order catalog
business.
Meetings of the Board and Compensation Committee
During fiscal 1995, the Board of Directors held three meetings
and took action by unanimous written consent five times. Each
director attended all Board meetings held during 1995.
The Company did not have any standing audit or nominating
committees during 1995. Such functions were performed by the
entire Board. The Board has established a Compensation Committee
to review and determine compensation of the Company's executive
officers. The Compensation Committee held one meeting during
fiscal 1995, at which each of the committee members was present.
The Compensation Committee consists of Vincent W. Shiel, Leonard M.
Paletz and William T. Sena. The Compensation Committee has the
responsibility to review the salaries, bonuses and stock options
for, as well as any other compensation of, the officers of the
Company. The Committee recommends any changes or updates to
officer compensation to the Board of Directors for its approval.
Director Compensation
The Company does not currently pay any director fees.
Directors are reimbursed for out-of-pocket expenses incurred in
attending board meetings.
6<PAGE>
2. Approval of Engagement of Auditors
The accounts of the Company for the fiscal year ended December
29, 1995 were audited by Grant Thornton. The Board of Directors
has engaged Grant Thornton to audit its accounts for the current
fiscal year ending December 27, 1996. The Board has determined
that it is desirable to request that the shareholders approve the
selection.
The Company anticipates that a representative of Grant
Thornton will be present at the Annual Meeting.
3. Other Business
Management of the Company does not know of any matters to be
acted upon at the Annual Meeting other than those mentioned above.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to
the named executive officers for services rendered in all
capacities to the Company for each of the fiscal years indicated.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Year Salary Bonus Options
Position ($) ($) (#)
Annual Compensation Long-Term
Compensation
<S> <C> <C> <C> <C>
Gary Olen, 1995 126,253 -- --
President and Chief 1994 125,000 95,571 218,750
Executive Officer 1993 96,943 -- 550,000
Joe Friebe, 1995 80,842 -- --
Vice President of 1994 88,269 47,785 68,125
Marketing(1) 1993 76,548 -- --
Gregory Binkley, 1995 98,269 -- --
Chief Operating 1994 76,827 47,785 53,125
Officer(2)
</TABLE>
[FN]
(1) Mr. Friebe was elected as an executive officer of the Company
in April, 1993 and resigned in December, 1995.
(2) Mr. Binkley was elected as an executive officer of the Company
in 1994.
7<PAGE>
The following table sets forth information with respect to the
named executive officers concerning options held at fiscal year end
1995.
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values
<TABLE>
<CAPTION>
Name Shares Value Exercis- Unexer- Exercis- Unexer-
Acquired Realized able cisable able cisable
on Exercise ($)
# No. of Unexercised Value of Unexercised
Options/SARs In-the-Money Options
at FY-End (#) at FY-End ($)
<S> <C> <C> <C> <C> <C> <C>
Gary Olen - - 218,750 550,000 - -
Joseph Friebe - - 88,125 - - -
Gregory Binkley - - 53,125 - - -
</TABLE>
Employment Agreements
Mr. Olen entered into an Employment Agreement with the Company
in 1994, pursuant to which he was entitled to an annual salary of
$125,000, adjusted July 1 of each year to reflect cost of living
changes. The Agreement expired pursuant to its terms on
December 31, 1995.
Also, in 1994, in order to ensure that key management
personnel would continue employment with the Company if certain
adverse circumstances should arise, the Company entered into
Retention Agreements with Messrs. Olen, Friebe and Binkley,
pursuant to which the officers would be paid in the event of a
Change of Control of the Company. Upon a Change of Control, as
defined in the Retention Agreements, Mr. Olen would have received
at least 1.5% of the transaction proceeds but no more than
$2 million, depending on the size of the transaction.
Messrs. Friebe and Binkley would each have received at least
$33,333 but no more than 1/3% of the transaction proceeds,
depending on the size of the transaction. The change of control
provisions of each of these Retention Agreements expired pursuant
to their terms as of December 31, 1995.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is
comprised of Dr. Shiel, Mr. Paletz and Mr. Sena. Mr. Paletz is a
former chief executive officer of the Company. During 1995, the
Company purchased merchandise inventory in the amount of
8<PAGE>
(a) $136,000 from Palco, Inc., a company owned by James Paletz, son
of Mr. Paletz, and (b) $4,406,000 from National Recreational
Shooting Supplies, Inc. of which Dr. Shiel is a shareholder and
director.
Report of the Compensation Committee on Annual Compensation of
Officers' Compensation Policy
The Compensation Committee is responsible for the review and
determination of salaries, bonuses and stock options for the
executive officers of the Company. The compensation policy of the
Company is structured to provide that an appropriate relationship
exists between executive pay and the creation of shareholder value,
while motivating and retaining key employees. To achieve this
goal, the Company's executive compensation policies integrate
annual base compensation with bonuses and stock options based upon
corporate performance. Measurement of corporate performance is
primarily based on the pretax income of the Company. Accordingly,
in years in which pre-tax earnings exceed certain goals, executive
compensation bonuses and the number of stock options granted tend
to be higher than in years in which performance is below these
goals. Annual cash compensation, together with equity-based
compensation, is designed to attract and retain qualified
executives and to ensure that the executives have a continuing
stake in the long-term success of the Company. In evaluating
annual executive compensation, the Board examines sales growth,
profit margin, pretax income earnings per share as well as the
executive's overall contribution to the Company's success.
9<PAGE>
Fiscal Year 1995 Compensation
For fiscal year 1995, the Company's executive compensation
program consisted of (i) base salary, (ii) a bonus pool and (iii)
a non-qualified stock option plan. The Board feels that options
and stock-based performance compensation arrangements are an
effective incentive for executives to create value for shareholders
because the value of an option bears a direct relationship to the
Company's stock price.
Once again the performance-oriented nature of the Company's
compensation program is exemplified in the compensation granted in
1995 when compared to past years. The base salary for Mr. Olen,
Chief Executive Officer, was $126,253, which included a basic cost
of living adjustment. Because the Company reported a net loss for
fiscal year 1995 and pretax income goals were not achieved, none of
the executive officers was awarded a bonus in 1995. Further, the
executive officers were not granted any options to purchase shares
of the Company as a result of the operating results.
The Board believes that the ability to earn grants of such
options by Mr. Olen as well as his base compensation and the
Company's Annual Bonus Plan link his compensation to the long-term
performance of the Company and reflect the goals and policies of
the Compensation Committee and the Board.
The Omnibus Budget Reconciliation Act of 1993 limits the
deductibility of certain compensation in excess of $1 million per
year paid by a publicly traded corporation to the chief executive
officer and the other named executive officers in the company's
information statement. Compensation which is performance-based is
exempt from the $1 million deductibility limitation. The Committee
is reviewing the application of the Act to its executive
compensation policies and intends to take the necessary steps to
conform its compensation to comply with such provisions.
Vincent W. Shiel Leonard M. Paletz
William T. Sena
10
<PAGE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of the
cumulative total returns for the Company, the CRSP Index for NASDAQ
Stock Market and the CRSP Index for NASDAQ Retail Trade Stocks.
<TABLE>
<CAPTION>
spg nasdaq retail
<S> <C> <C> <C>
12/31/90 100.00 $100.00 $100.00
03/31/91 80.00 129.92 138.90
06/30/91 80.00 128.41 143.52
09/30/91 80.00 143.30 162.33
12/31/91 60.00 160.56 189.96
03/31/92 60.00 165.60 188.52
06/30/92 70.00 154.28 157.24
09/30/92 80.00 160.62 164.04
12/31/92 80.00 186.87 178.77
03/31/93 140.00 190.37 169.28
06/30/93 140.00 194.03 167.32
09/30/93 160.00 210.38 185.54
12/31/93 80.00 214.51 188.94
03/31/94 150.00 205.49 173.82
06/30/94 180.00 195.89 166.74
09/30/94 170.00 212.10 182.26
12/31/94 290.00 209.69 172.28
03/31/95 250.00 228.49 170.38
06/30/95 150.00 261.36 188.06
09/30/95 130.00 292.82 201.31
12/31/95 65.00 296.30 190.31
</TABLE>
Certain Relationships and Transactions
On January 11, 1990, the Company entered into a Consulting
Agreement with Outdoor Consulting, Inc., pursuant to which Outdoor
Consulting provides consulting services to the Company for
$4,000 per month plus certain out-of- pocket expenses. The initial
term of the agreement expired on December 31, 1990, and continues
on a year-to-year basis until terminated by either party upon
60 days prior written notice or unless sooner terminated. Vincent
W. Shiel is the controlling shareholder of Outdoor Consulting, Inc.
11<PAGE>
During fiscal 1995, the Company was indebted to Mr. Paletz for
certain working capital loans made during 1988 and prior years
("Prior Loans"). The Company was also indebted to Mr. Paletz for
a loan made as part of a June, 1993 financing transaction and a
renewal thereof in February, 1994 (the "1993 Loan"). The largest
aggregate principal amount owed to Mr. Paletz during 1995 with
respect to the Prior Loans and the 1993 Loan was $260,190. In
January, 1995, the Company paid the Prior Loans in full. The
Company's aggregate interest expense on these loans during 1995 was
$14,868.
During fiscal 1990, Vincent W. Shiel and certain other
investors made a $500,000 term loan to the Company in connection
with their acquisition of a controlling interest in the Company.
This loan is unsecured and bears interest at 12% per annum with
principal payable in three annual installments of $166,667
beginning in 1993. The principal payments were extended for one
year upon agreement between the lenders and the Company. The
January 1994 principal payment was made in the form of new
promissory notes in the amount of $166,667 as described below. The
notes pay interest quarterly with a full principal payment due in
February 1996. The Company's aggregate interest expense on this
loan during 1995 was $20,931.
In February, 1994, the Company issued $3,246,762 of debt in a
private placement transaction. The debt was represented by
promissory notes bearing interest at the rate of 8% per annum
payable quarterly. The Company's aggregate interest expense on the
1994 financing during 1995 was $246,006. Pursuant to the terms of
the notes, the entire principal amount was payable in February,
1996. In May 1996, these notes were replaced with promissory notes
bearing interest at a rate equal to the greater of 9% or 1.75%
above the Company's primary lender's prime rate with a due date of
June 1998. Warrants to purchase 3,246,762 shares of common stock
of the Company were attached to the promissory notes issued in May
1996. The promissory notes are secured by the assets of the
Company subordinate to financing held by a financial institution.
12
<PAGE>
During fiscal 1995, the Company purchased from the companies
listed below merchandise which the Company sold in its catalog.
The Company believes the terms of such purchases were as favorable
as could have been obtained from an unrelated party.
Approximately $136,000 of merchandise was purchased from
Palco, Inc. a company owned by James Paletz, a son of Leonard M.
Paletz.
Approximately $4,406,000 of merchandise was purchased from
National Recreational Shooting Supplies, Inc. Vincent W. Shiel is
a shareholder and director, and Mark F. Kroger is a shareholder,
director and President of this company.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the
1996 Annual Meeting must be received by the Secretary of the
Company on or before December 1, 1996 in order to be included in
the information or proxy statement for that meeting. Proposals
should be directed to the Company's executive offices at 411
Farwell Avenue, South St. Paul, Minnesota 55075.
ADDITIONAL INFORMATION
The Company's Report to Shareholders for the fiscal year ended
December 29, 1995 accompanies this Notice of Annual Meeting of
Shareholders and Information Statement.
A COPY OF THE COMPANY'S 1995 ANNUAL REPORT ON FORM 10-K AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, MAY BE OBTAINED BY
SHAREHOLDERS WITHOUT CHARGE BY WRITING TO:
Mr. Charles B. Lingen
The Sportsman's Guide, Inc.
411 Farwell Avenue
South St. Paul, Minnesota 55075
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
THE SPORTSMAN'S GUIDE, INC.
Charles B. Lingen
Charles B. Lingen, Secretary
13<PAGE>
