SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
The Sportsman's Guide, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Preliminary Copy
THE SPORTSMAN'S GUIDE, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 5, 1997
TO OUR SHAREHOLDERS:
A Special 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 55075, on March 5, 1997 at 1:00 p.m., Minnesota time, for
the purpose of considering and voting upon:
1. Adoption of an amendment to the Restated Articles of
Incorporation of the Company to effect a one-for-ten
reverse stock split of the Company's outstanding Common
Stock.
2. Such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of the Company's Common Stock at the
close of business on February 10, 1997 will be entitled to notice
of and to vote at the Special Meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Charles B. Lingen, Secretary
February 10, 1997
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
SPECIAL MEETING OF SHAREHOLDERS
March 5, 1997
This Information Statement is furnished in connection with the
matters to be voted on at a Special Meeting of Shareholders of The
Sportsman's Guide, Inc. (the "Company"), to be held at 1:00 p.m.,
Minneapolis time, on March 5, 1997, at the offices of the Company,
411 Farwell Avenue, South St. Paul, Minnesota 55075, and at any
adjournments thereof. This Information Statement is first being
mailed to shareholders on or about February 10, 1997.
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 February 10, 1997 are entitled to notice of
and to vote at the Special Meeting. As of February 10, 1997, 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
Special Meeting.
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
Special Meeting will constitute a quorum for the transaction of
business.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of February 10, 1997,
certain information with respect to the beneficial ownership of the
Company's Common Stock and Series A Preferred Stock, par value $.01
per share, by each director of the Company and all directors and
executive 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:
Number of Shares Percent of
Beneficially Class
Name and Address(1) Title of Class Owned Outstanding(2)
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%
411 Farwell Avenue
S. St. Paul, MN 55075
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
Gregory R. Binkley Common Stock 153,125(8) *
411 Farwell Avenue
S. St. Paul, MN 55075
Charles B. Lingen Common Stock 18,750(9) *
411 Farwell Avenue
S. St. Paul, MN 55075
William G. Luth -- -- --
411 Farwell Avenue
S. St. Paul, MN 55075
All Directors and Common Stock 11,778,492(10) 45.0%
Executive Officers as
a Group (8 persons) Preferred Stock 110,000 55.0%
* Less than 1% of outstanding shares
2<PAGE>
Holders of More Than 5% of Common Stock (in addition to directors
named above):
Number of Shares Percent of
Beneficially Class
Name and Address Owned Outstanding
Stuart A. Shiel 1,833,333(11) 7.8%
17010 Butteroak Drive
Spring, TX 77379
Susan M. Mills 1,946,879(12) 8.3%
600 Woods Road
Dayton, OH 45419
Ralph E. Heyman, Esq. 4,974,853(13) 20.5%
1100 Courthouse Plaza, SW
Dayton, OH 45402
Frederick J. Kroger 1,662,341(14) 6.9%
905 East Third Street
Dayton, OH 45402
Thomas A. Smith 1,280,000(15) 5.4%
96 N.E. 4th Avenue
Delray Beach, FL 33444
___________________________
Footnotes:
(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 February 10, 1997, 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 20,000 shares held in the name of Mr. Binkley's wife
and 53,125 shares issuable upon the exercise of options.
(9) Includes 18,750 shares issuable upon the exercise of options.
(10) Includes 2,819,293 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 117,600 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.
MATTERS TO BE ACTED UPON
AT THE SPECIAL MEETING
1. Proposed Amendment to Effect Reverse Stock Split
The Board of Directors has approved an amendment to the
Company's Restated Articles of Incorporation to effect a one-for-ten
reverse stock split ("Reverse Stock Split") and directed that
it be submitted to the Company's shareholders for consideration and
action. Under the terms of the Reverse Stock Split, each ten
shares of the Company's presently outstanding Common Stock will be
changed into one share of newly issued Common Stock. No fractional
shares will be issued as a result of the Reverse Stock Split. All
resulting fractional share interests will instead be rounded-up to
a whole share of new Common Stock.
4<PAGE>
The intent of the Reverse Stock Split is to increase the
marketability and liquidity of the Common Stock. If the Reverse
Stock Split is approved by the shareholders of the Company at the
Special Meeting, the proposed amendment to the Company's Restated
Articles of Incorporation providing for the Reverse Stock Split
will be filed with the Secretary of State of the State of Minnesota
and the Reverse Stock Split will become effective. The Board of
Directors reserves the right, notwithstanding shareholder approval
and without further action by the shareholders, not to proceed with
the Reverse Stock Split if, at any time prior to filing the
amendment the Board of Directors, in its sole discretion,
determines that the Reverse Stock Split is no longer in the best
interests of the Company and its shareholders.
Purposes and Effects of the Reverse Stock Split
Consummation of the Reverse Stock Split will not alter the
number of authorized shares of Common Stock, which will remain
36,800,000 shares. Proportionate voting rights and other rights of
shareholders will not be altered by the Reverse Stock Split. The
par value of the Common Stock will remain at $.01 per share
following the Reverse Stock Split.
The Board of Directors believes that a decrease in the number
of shares of Common Stock outstanding without any material
alteration of the proportionate economic interest in the Company
represented by individual shareholders may increase the trading
price of such shares, although no assurance can be given that the
market price of the Common Stock will rise in proportion to the
reduction in the number of outstanding shares resulting from the
Reverse Stock Split. Additionally, the Board of Directors believes
that the current per share price of the Common Stock may limit the
effective marketability of the Common Stock because of the
reluctance of many brokerage firms and institutional investors to
recommend lower-priced stocks to their clients or to hold them in
their own portfolios.
The Board of Directors believes that the decrease in the
number of shares of Common Stock outstanding as a consequence of
the proposed Reverse Stock Split and the resulting anticipated
increased price level will encourage greater interest in the Common
Stock by the financial community and the investment public and
possibly promote greater liquidity for the Company's shareholders.
There can be no assurances, however, that the foregoing
effects will occur or that the market price of the new Common Stock
immediately after implementation of the proposed Reverse Stock
Split will be maintained for any period of time, or that such
market price will approximate ten times the market price before the
Reverse Stock Split.
5<PAGE>
The Common Stock is currently traded in the Minneapolis-St.
Paul over-the-counter market. The number of holders of the Common
Stock on February 10, 1997 was approximately 297. The Reverse
Stock Split should not result in a reduction in the number of
holders.
Pursuant to the terms of the Company's stock option plans and
executive officer stock option agreements, the total number of
shares reserved for grants and all options granted under these
plans and agreements will be proportionately reduced in number, and
the cash consideration payable per share upon exercise of these
options will be proportionately increased, upon consummation of the
Reverse Stock Split. Similarly, the number of shares issuable upon
the exercise of stock warrants issued in connection with the
Company's private placements of debt will be proportionately
reduced, and the exercise price of the warrants will be
proportionately increased, upon consummation of the Reverse Stock
Split.
If the Reverse Stock Split is approved, the total number of
outstanding shares of Common Stock held by each shareholder would
be converted automatically into a right to receive an amount of
whole or fractional shares of new Common Stock equal to the number
of shares owned immediately prior to the Reverse Stock Split
divided by ten. No fractional shares will be issued in connection
with the Reverse Stock Split. All fractional share interests
resulting from the Reverse Stock Split will instead be rounded-up
to a whole share of new Common Stock, and each holder of Common
Stock who would otherwise be entitled to receive a fractional share
of Common Stock after the Reverse Stock Split will, in lieu of such
fractional share, receive a whole share of new Common Stock upon
the surrender of certificates representing Common Stock held by
such holder.
Approval of the Reverse Stock Split would not affect any
shareholder's percentage ownership interest in the Company or
proportional voting power, except for minor differences resulting
from the rounding-up of fractional shares. The voting rights and
other privileges of the holders of Common Stock would not be
affected by adoption or subsequent implementation of the Reverse
Stock Split.
If the Reverse Stock Split is approved by the shareholders at
the Special Meeting, and unless there is a subsequent determination
by the Board of Directors that the Reverse Stock Split is not in
the best interests of the Company and its shareholders, the
proposed amendment to the Restated Articles of Incorporation in the
form set forth in Exhibit A hereto would be filed with the
Secretary of State of Minnesota as soon as practicable after the
Special Meeting, and the Reverse Stock Split would become effective
as of 5:00 p.m. E.S.T. on the date of such filing (the "Effective
Date"). Without any further action on the part of the Company or
the shareholders, the shares of Common Stock held by shareholders
6<PAGE>
of record as of the Effective Date will be changed into the right
to receive an amount of whole shares of new Common Stock equal to
the number of their shares divided by ten, with any fractional
share interest being rounded-up to a whole share as described
above.
Exchange of Stock Certificates
As soon as practicable after the Effective Date, the Company
will send a letter of transmittal to each shareholder of record on
the Effective Date for use in transmitting certificates
representing shares of Common Stock ("old certificates") to the
Company's transfer agent, Corporate Stock Transfer, Inc. (the
"Exchange Agent"). The letter of transmittal will contain
instructions for the surrender of old certificates to the Exchange
Agent in exchange for certificates representing the number of whole
shares of new Common Stock. No new certificates will be issued to
a shareholder until the shareholder has surrendered all old
certificates together with a properly completed and executed letter
of transmittal to the Exchange Agent.
Upon proper completion, execution and return of the letter of
transmittal to the Exchange Agent, together with all old
certificates, shareholders will receive a new certificate or
certificates representing the number of whole shares of new Common
Stock into which shares of Common Stock represented by the old
certificates have been converted as a result of the Reverse Stock
Split. Until surrendered, outstanding old certificates held by
shareholders will be deemed for all purposes to represent the
number of whole shares of Common Stock to which such shareholders
are entitled as a result of the Reverse Stock Split. Shareholders
should not send their old certificates to the Exchange Agent until
they have received the letter of transmittal. Shares not presented
for surrender after the letter of transmittal is sent shall be
exchanged at the first time they are presented for transfer.
No service charges will be payable by shareholders in
connection with the exchange of certificates or the issuance of
whole shares for fractional interests, all of which costs will be
borne by the Company.
Federal Income Tax Consequences
The Company believes the Reverse Stock Split will be a tax-free
recapitalization under Section 368(a)(1)(E) of the Internal
Revenue Code of 1986, as amended ("Code") and that the distribution
by the Company to shareholders of a whole share in lieu of
fractional share interests will be a tax-free stock dividend under
Section 305 of the Code. Accordingly, a shareholder who exchanges
his or her Common Stock solely for new Common Stock (including the
exchange of fractional share interests for a whole share) should
recognize no gain or loss for federal income tax purposes. A
shareholder's aggregate tax basis in his or her shares of new
7<PAGE>
Common Stock received from the Company should be the same as his or
her aggregate tax basis in the Common Stock exchanged therefor.
The holding period of the new Common Stock received by such
shareholder should include the period during which the Common Stock
surrendered in exchange therefor was held, provided all such Common
Stock was held as a capital asset on the date of the exchange.
No Dissenters' Rights
Shareholders who vote against the Reverse Stock Split are not
entitled to any dissenters' rights of appraisal under Minnesota
law.
Vote Required
Adoption of the Reverse Stock Split requires the affirmative
vote of a majority of the outstanding shares of Common Stock.
Abstentions and broker non-votes will be treated as non-votes and
will have the effect of a vote against the amendment.
2. Other Business
Management of the Company does not know of any matters to be
acted upon at the Special Meeting other than those mentioned above.
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, Secretary
8
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
5.01 Authorized Shares. (a) The total number of shares of all
classes of stock that this Corporation shall have authority to
issue is 40,000,000, consisting of 36,800,000 shares of Common
Stock, par value $.01 per share, 200,000 shares of Series A
Preferred Stock, par value $.01 per share, and 3,000,000
undesignated shares.
(b) At 5:00 p.m. E.S.T. on the date these Amended Articles of
Incorporation are amended to include this subsection (b) of ARTICLE
5.01 (the "Effective Date"), each ten shares of the outstanding
Common Stock shall be changed into one share of Common Stock, $.01
par value (the "Reverse Stock Split"). No fractional shares shall
be issued in connection with the Reverse Stock Split. All
fractional share interests resulting from the Reverse Stock Split
shall instead be rounded-up to a whole share of Common Stock.
(1) Certificate(s) for shares of Common Stock out-
standing prior to the Effective Date shall evidence the
right of the holder thereof to receive, upon the
surrender of such certificate(s) to the transfer agent of
the Corporation, a new certificate(s) evidencing that
number of shares of Common Stock into which the shares of
Common Stock evidenced by the surrendered certificate(s)
were converted as a result of the Reverse Stock Split.
(2) Promptly after the Effective Date, the
Corporation shall give written notice to holders of
record of shares of Common Stock immediately prior to the
Effective Date that the Reverse Stock Split has become
effective and shall include with such notice instructions
as to how certificates evidencing shares of Common Stock
outstanding prior to the Effective Date may be
surrendered to the transfer agent of the Corporation in
exchange for the shares to which the holder of such a
certificate is entitled.
