<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
THE SPORTSMANS GUIDE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
848907 20 0
- --------------------------------------------------------------------------------
(CUSIP number)
KENNETH C. HOFFMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE, SUITE 2200
MIAMI, FLORIDA 33131
(305)579-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 30, 2000
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Note: Schedules filed in paper form shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following pages)
<PAGE> 2
CUSIP NO. 848907 20 0 SCHEDULE 13D
- ---------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
E Com Ventures, Inc.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS* (See Instructions)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
a Florida corporation
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 258,900
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 258,900
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,900
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.45%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
---------------------------------------------------------------------
(1) Bassed on a total of 4,747,810 shares of Common Stock outstanding as
stated in the Issuer's 10-K dated March 28, 2000.
<PAGE> 3
CUSIP NO. 848907 20 0 SCHEDULE 13D
- ---------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ilia Lekach
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS* (See Instructions)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 40,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 258,900
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 40,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
258,900
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,900
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.30%(1)
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------
(1) Based on a total of 4,747,810 shares of Common Stock outstanding as
stated in the Issuer's 10-K dated March 28, 2000.
<PAGE> 4
CUSIP No. 848907 20 0 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value, of The
Sportsmans Guide, Inc., a Minnesota corporation. The principal executive office
of the issuer of such securities is located at 411 Farewell Avenue, South St.
Paul, Minnesota 55075.
ITEM 2. IDENTITY AND BACKGROUND
E Com Ventures, Inc. is a Florida corporation ("E Com"). The address of
the E Com's principal office is 11701 N.W. 101 Road, Miami, Florida 33178.
Ilia Lekach is the Chief Executive Officer of E Com. The address of his
principal office is 11701 N.W. 101 Road, Miami, Florida 33178. Mr. Lekach is a
citizen of the United States.
During the past five years, none of the reporting persons have been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
During the past five years, none of the reporting persons was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws as a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between March 6, 2000 and March 30, 2000, E Com purchased 258,900
shares of Common Stock (the "Common Stock") of The Sportsmans Guide, Inc. (the
"Issuer") in the open market with general working capital.
ITEM 4. PURPOSE OF TRANSACTION
E Com acquired the Common Stock in the open market for general
investment purposes. E Com intends to acquire additional shares of the Issuer.
Pursuant to the terms and subject to the conditions of a Letter of
Intent, attached hereto as Exhibit A, E Com may acquire 550,000 shares of Common
Stock and a warrant to acquire 110,000 shares of Common Stock of the Issuer. The
Letter of Intent is subject to a number of conditions, many of which are beyond
the control of the Issuer and E Com, including obtaining approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. There is no
assurance that the transaction to purchase these shares will be consummated.
E Com intends to review continuously their investment in the Issuer and
may enter into strategic alliances to cross-market and cross-promote the
entities. Depending on their evaluation of the Issuer's business and prospects
and future developments, E Com, or other individuals or entities that may be
deemed to be affiliates of E Com's, may from time to time purchase additional
securities of the Issuer, dispose of all or a portion of the securities held by
such person, or cease buying or selling shares. Any additional purchases of
securities may be in open market or privately negotiated transactions or
otherwise.
<PAGE> 5
CUSIP No. 848907 20 0 SCHEDULE 13D
Except as described in this Item 4, E Com has no present plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, (e) any material change to the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, or (j) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of shares of Common Stock of
the Issuer beneficially owned by the persons identified in Item 2 is as follows:
Aggregate Number Percentage
Beneficial Owner of Shares Owned of Class
- ---------------- ---------------- ----------
E Com 258,900 5.45%(1)
Ilia Lekach 298,000 6.30%(1)
(b) The number of shares of Common Stock as to which there is sole
power to direct the vote, shares power to vote or to direct the vote, sole power
to dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages.
(c) There have been no reportable transactions with respect to the
Common Stock of the Issuer within the last 60 days by any of the Reporting
Persons except for the acquisition of beneficial ownership of shares being
reported on this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Letter of Intent
- -------------
(1) Based on a total of 4,747,810 shares of Common Stock outstanding as stated
in the Issuer's 10-K dated March 28, 2000.
<PAGE> 6
CUSIP No. 848907 20 0 SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 10, 2000
-----------------------------------------
(Date)
E COM VENTURES, INC.
By: /s/ Ilia Lekach
-------------------------------------
Ilia Lekach, Chief Executive Officer
/s/ Ilia Lekach
-----------------------------------------
Ilia Lekach
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
<PAGE> 7
EXHIBIT A
MARCH 22, 2000
The Sportsman's Guide, Inc.
411 Farewell Avenue
South St. Paul, MN 55075
RE: LETTER OF INTENT
Dear Sir(s):
The purpose of this letter is to set forth the proposed terms and
conditions pursuant to which E COM VENTURES, INC. (hereinafter "ECOMV") will
acquire five hundred fifty thousand (550,000) shares (hereinafter "the shares")
of common stock of THE SPORTSMAN'S GUIDE, INC. (hereinafter "the Company"). The
principal terms and conditions for the transaction will be as follows:
1. Subject to the conditions set forth in paragraph 3 below,
ECOMV will purchase five hundred fifty thousand (550,000)
shares of authorized un-issued shares from the Company for
three million three hundred thousand dollars ($3,300,000.00)
cash at closing. The Company will cause these shares to be
registered with the Securities and Exchange Commission within
one hundred and twenty (120) days of issue at the Company's
expense. In consideration of this transaction, the Company
will issue ECOMV a warrant to purchase one hundred ten
thousand (110,0000) shares of the common stock of the Company
at an exercise price of six dollars and fifty cents ($6.50)
per share (hereinafter "the Warrant"). The Warrant may be
exercised at any time from the date of the issuance of the
Warrant to ECOMV for a period of ten (10) years.
2. The Company represents that the Company will take all
appropriate action to ensure that the Company's shareholder
rights plan, any provision contained in the bylaws of the
Company and the Minnesota Business Corporation Act and/or any
other provisions will not prohibit, restrict, or affect in any
way the transaction referenced in paragraph 1 above.
3. Conditions to closing. The closing of the transaction is
subject to the following conditions:
(a) Satisfactory completion, in each of ECOMV's
and the Company's discretion, of their
customary in-depth due diligence which shall
be completed by April 27, 2000.
(b) Required third party approvals, including
clearance under the Hart-Scott-Rodino Act if
applicable.
<PAGE> 8
4. Proposed timetable to closing. Closing on or before April 27,
2000.
5. Exclusivity, No-Shop clause. From the date of this letter and
the earlier of the closing, the termination of this letter or
April 27, 2000, whichever occurs first, the Company shall not,
directly or indirectly, take (nor shall the Company authorize
or permit its officers, directors, employees, representatives,
investment bankers, attorneys, accountants or other agents or
affiliates, to take) any action to: (i) deviate from any
standard business practice of the Company in relation to the
selling of the Company's inventory (ii) solicit or initiate
the submission of any proposal or offer to the Company or
stockholders of the Company with respect to (x) merger,
consolidation, tender offer (including a self tender),
exchange offer, re-capitalization, liquidation or dissolution
involving the Company, (y) any purchase of, or option to
purchase, any securities (or securities convertible into
equity securities) of the Company. Notwithstanding the
forgoing, it shall not be a breach of this paragraph 5. if the
Company's Board of Directors determines, in good faith, that
such action is required for the Board of Directors to comply
with its fiduciary duties as imposed by applicable law,
provided that the Company shall pay ECOMV the $600,000 breakup
fee if the conditions specified in paragraph 6.b. occur.
6. Break-up Fee.
(a) In the event either party terminates the transaction
referenced in paragraph 1 above, the terminating party
shall pay the other party six hundred thousand dollars
($600,000) (hereinafter "the break-up fee"). The
break-up fee will apply if either party terminates the
transaction due to a material misrepresentation of the
other party. In the case of a material
misrepresentation, the party making the material
misrepresentation will pay the break-up fee to the other
party.
(b) In the event that the Company breaches its obligations
under paragraph 5 above, and the Company either (i)
enters into an agreement for a transaction described in
paragraph 5 or (ii) terminates this transaction, the
Company shall pay ECOMV six hundred thousand dollars
($600,000).
(c) The payments provided for in this paragraph 6. shall be
the sole and exclusive remedy of the non-breaching party
for such breach.
7. All items discussed between the parties, whether contained in
this letter or in general conversations in connection with the
transaction, including but not limited to all documents
exchanged by the parties, shall remain confidential and will
be released as necessary and only by mutual agreement of both
parties.
8. Press releases. All press releases in connection with this
Letter of Intent and/or the subject matter of this Letter of
Intent must be reviewed and agreed by both parties.
<PAGE> 9
9. In the event any litigation arises as a result of this Letter
of Intent or any subsequent agreement(s) between the above
named parties to this Letter of Intent, the prevailing party
shall be entitled to reimbursement of all court costs and
reasonable attorney's fees.
In closing, we wish to emphasize that the Company is an enterprise
whose operating and financial characteristics are very attractive to ECOMV and
highly consistent with ECOMV'S heritage in investing in and building value in
premier companies.
Very truly yours,
E COM VENTURES, INC.
By: /s/ Ilia Lekach
----------------------------------
Ilia Lekach
Chairman
Accepted agreed to by:
THE SPORTSMAN'S GUIDE, INC.
By: /s/ Gary Olen
--------------------------------
Name: Gary Olen
------------------------------
Title: Chairman and CEO
-----------------------------
