SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] 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:
[ ] 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>
CHERNESKY, HEYMAN & KRESS P.L.L.
Attorneys at Law
10 Courthouse Plaza SW, Suite 1100
P.O. Box 3808
Dayton, Ohio 45401-3808
937/449-2800
February 10, 1997
Via EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: The Sportsman's Guide, Inc.
File No. 0-15767
Definitive Information Statement for Special Meeting
Sir or Madam:
Enclosed for filing pursuant to Rule 14c-5(b) under the
Securities Exchange Act of 1934 are definitive copies of The
Sportsman's Guide, Inc.'s information statement for a special
meeting of shareholders to be held on March 5, 1997 for the purpose
of voting upon a reverse stock split. Copies of this material are
being released to shareholders on February 10, 1997.
Very truly yours,
Steven R. Watts
SRW\kdb
cc: Mr. Charles B. Lingen
Ralph E. Heyman, Esq.
Bruce A. Teeters, Esq.
