<PAGE>
SCHEDULE 14C
(Rule 14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
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 Finish Line, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[_] 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:
--------------------------------------------------------------------------
Notes:
<PAGE>
THE FINISH LINE, INC.
3308 N. MITTHOEFFER ROAD
INDIANAPOLIS, INDIANA 46236
October 24, 1996
Dear Stockholder:
I am writing to inform you of an amendment to the Certificate of
Incorporation of The Finish Line, Inc. (the "Company") to increase the
authorized number of shares from 33,000,000 (comprised of 20,000,000 shares of
Class A Common Stock, 12,000,000 shares of Class B Common Stock and 1,000,000
shares of Preferred Stock) to 43,000,000 (comprised of 30,000,000 shares of
Class A Common Stock, 12,000,000 shares of Class B Common Stock and 1,000,000
shares of Preferred Stock). The Company is increasing the number of authorized
shares in order to implement a previously announced two-for-one stock split.
The new shares will be distributed on November 15, 1996 to stockholders of
record as of the close of business on October 18, 1996. In order to implement
the stock split, stockholders holding in excess of a majority of the votes of
Class A Common Stock and Class B Common Stock voting together as one class have
informed the Company that they intend to approve the amendment to the Company's
Certificate of Incorporation. Therefore, this Information Statement is being
furnished to stockholders of the Company for informational purposes only.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
The accompanying Information Statement describes in more detail the
amendment to the Certificate of Incorporation. I urge you to read the
accompanying materials carefully.
Sincerely,
/s/ Alan H. Cohen
Alan H. Cohen,
Chief Executive Officer, President
and Chairman of the Board
<PAGE>
THE FINISH LINE, INC.
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46236
________________________
INFORMATION
STATEMENT
________________________
GENERAL INFORMATION
This Information Statement is being furnished to the stockholders of the
Company in connection with the amendment (the "Amendment") to the Company's
Certificate of Incorporation to increase the authorized number of shares from
33,000,000 (comprised of 20,000,000 shares of Class A Common Stock, 12,000,000
shares of Class B Common Stock and 1,000,000 shares of Preferred Stock) to
43,000,000 (comprised of 30,000,000 shares of Class A Common Stock, 12,000,000
shares of Class B Common Stock and 1,000,000 shares of Preferred Stock).
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
AMENDMENT TO THE CERTFICIATE OF INCORPORATION.
The Company is increasing the number of authorized shares in order to
implement a previously announced two-for-one stock split. The new shares will
be distributed on November 15, 1996 to stockholders of record as of the close of
business on October 18, 1996. Stockholders holding in excess of a majority of
the votes of Class A Common Stock and Class B Common Stock voting together as
one class have informed the Company that they intend to approve the amendment to
the Company's Certificate of Incorporation; therefore, no other stockholder
approval is required. This Information Statement is being furnished to you for
informational purposes only.
This Information Statement is first being mailed on or about October 24,
1996 to the stockholders of The Finish Line, Inc., a Delaware corporation (the
"Company"), of record as of the close of business on October 18, 1996. On
October 18, 1996, 6,836,587 shares of Class A Common Stock and 4,934,537
shares of Class B Common Stock were outstanding and entitled to vote. Each
outstanding share of Class A Common Stock entitles the holder thereof to one
vote and each outstanding share of Class B Common Stock entitles the holder to
ten votes.
Stockholders holding in excess of the majority of the votes of Class A
Common Stock and Class B Common Stock voting together as one class have informed
the Company that they intend to approve the amendment to the Company's
Certificate of Incorporation by written consent on November 13, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
<PAGE>
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
Subject to stockholder approval, the Board of Directors approved on
September 27, 1996, and recommended that the stockholders approve, an amendment
(the "Amendment") to Sections 1 and 2 of the Company's Certificate of
Incorporation to increase the authorized number of shares of Class A Common
Stock from 20,000,000 shares to 30,000,000 shares. Sections 1 and 2 of the
Certificate of Incorporation as proposed to be amended is attached as Annex I to
this Information Statement.
The Board of Directors believes that it was and is in the best interests of
the Company and its stockholders to increase the number of authorized shares of
capital stock as described above.
The Company is increasing the number of authorized shares in order to
implement a previously announced two-for-one stock split. The new shares will
be distributed on November 15, 1996 to stockholders of record as of the close of
business on October 18, 1996. The stock split will result in each holder of one
share of Class A Common Stock and Class B Common Stock immediately prior to the
stock split holding two shares of that same class of stock immediately after
such stock split. The Company believes that the stock dividend will create a
capital structure for the Company that is more appropriate for future
flexibility, including possible financings.
Neither the shares of common or preferred stock currently authorized nor
the additional shares of Class A Common Stock proposed to be authorized will
carry preemptive rights when issued. The additional shares of Class A Common
Stock would be a part of the existing class of Class A Common Stock and, if and
when issued, would have the same rights and privileges as the shares presently
outstanding. While the stock dividend to the Company's existing stockholders
will not have a dilutive effect on the equity or voting rights of such
stockholders, the issuance of additional authorized shares of common stock may
have such a dilutive effect.
Although the Company currently has no such intentions, the additional
authorized but unissued shares of Class A Common Stock could be used to make a
change in control of the Company more difficult. Under certain circumstances,
additional shares of Class A Common Stock could be used to create voting
impediments or to discourage third parties from seeking to effect a takeover or
otherwise gain control of the Company. The sale or distribution of a
substantial number of the additional authorized shares of Class A Common Stock
or rights to purchase shares of Class A Common Stock may have the effect of
discouraging unsolicited attempts to take over or otherwise gain control of the
Company. The Board of Directors of the Company is not aware of any specific
effort to accumulate the Company's securities or to obtain control of the
Company by means of a merger, tender offer, solicitation in opposition to
management or otherwise.
Approval of the Amendment requires the affirmative vote of the holders of
at least a majority of the issued and outstanding shares of Class A and Class B
Common Stock of the Company voting together as one class. Holders of more than
a majority of the issued and outstanding shares of Class A and Class B Common
Stock have informed the Company that they intend to approve the Amendment;
therefore, no other stockholder approval is required.
3
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 18, 1996, information
relating to the beneficial ownership of the Company's common stock by each
person known to the Company to be the beneficial owner of more than five percent
of the outstanding shares of Class A Common Stock or Class B Common Stock, by
each director, by each of the executive officers named below, and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP AS OF October 18, 1996
------------------------------------------------------------------------------
CLASS A CLASS B
--------------------------- -----------------------------
NUMBER OF % OF NUMBER OF % OF
NAME SHARES(1)(2) CLASS(9) SHARES(1) CLASS(9) TOTAL SHARES
- ----------------------------- ------------ -------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
Alan H. Cohen......................... -- -- 1,448,043(3) 29.3% 1,448,043
David I. Klapper...................... -- -- 1,448,043(3)(4) 29.3% 1,448,043
David M. Fagin........................ -- -- 930,754(5) 18.8% 930,754
Larry J. Sablosky..................... -- -- 1,037,827(6) 21.0% 1,037,827
Steven J. Schneider................... 10,101(7) (8) -- -- 10,101
Donald E. Courtney.................... 12,900(7) (8) -- -- 12,900
Michael L. Marchetti.................. 300(7) (8) -- 300
Jonathan K. Layne..................... -- -- -- -- --
Jeffrey H. Smulyan.................... 10,000(7) (8) -- -- 10,000
George S. Sanders..................... -- -- -- -- --
Joseph W. Wood........................ -- -- -- -- --
All directors and executive
officers as a group
(9) persons)........................ 33,301 --% 4,864,667 98.6% 4,897,968
- -----------------
</TABLE>
(1) Each executive officer and director has sole voting and investment power
with respect to the shares listed, unless otherwise indicated and the
address for the executive officers and directors is: 3308 N. Mitthoeffer
Road, Indianapolis, Indiana 46236.
(2) If shares of Class B Common Stock are owned by the named person or group,
excludes shares of Class B Common Stock convertible into a corresponding
number of Class A Common Stock.
(3) Includes 256,048 shares of Class B Common Stock held as Trustee of various
trusts for the benefit of his minor children.
(4) Includes 342,857 shares held by Mr. Klapper as General Partner of a family
partnership.
(5) Includes 33,054 shares held by Mr. Fagin's spouse and includes 6,582 shares
held by Mr. Fagin as custodian for his minor children. Excludes an
aggregate of 76,452 shares held by Mr. Fagin's son and daughter who are
over the age of 21 and also excludes 1,481 shares held by Mr. Fagin's
granddaughter. Mr. Fagin disclaims beneficial ownership of all securities
held by other members of his household.
(6) Includes 200,000 shares of Class B Common Stock held as Trustee of two
trusts for the benefit of his minor children. Includes 4,984 shares held
by Mr. Sablosky's spouse and includes 5,816 shares held by Mr. Sablosky as
custodian for his minor children. Also includes 59,748 shares held by a
trust for Mr. Sablosky's minor children under a Trust Agreement pursuant to
which he serves as a co-trustee. Mr. Sablosky disclaims beneficial
ownership of all securities held by other members of his household.
4
<PAGE>
(7) Includes the following shares issuable upon exercise of options which are
exercisable within 60 days of October 18, 1996:
<TABLE>
<CAPTION>
<S> <C>
Steven J. Schneider........................................... 7,001
Donald E. Courtney............................................ 12,000
Michael L. Marchetti.......................................... 300
Jeffrey H. Smulyan............................................ 7,000
</TABLE>
(8) Less than 1% of the shares of Class A Common Stock outstanding.
(9) The shares owned by each person, or by the group, and the shares included
in the total number of shares outstanding have been adjusted, and the
percentage owned (where such percentage exceeds 1%) has been computed, in
accordance with Rule 13d-3(d)(1) under the Securities Exchange Act.
OTHER MATTERS
The Company is presenting no other matters to the Stockholders.
By Order of the Board of Directors,
David M. Fagin,
Executive Vice President and Secretary
Indianapolis,
October 24, 1996
5
<PAGE>
ANNEX I
Sections 1 and 2 of the Certificate of Incorporation as amended.
"SECTION 1. Number of Authorized Shares. The total number of shares of
---------------------------
all classes of stock that the Corporation shall have authority to issue is
forty three million (43,000,000) shares, consisting of forty two million
(42,000,000) shares of common stock, par value $.01 per share (the "Common
Stock"), and one million (1,000,000) shares of preferred stock, par value
$.01 per share (the "Preferred Stock").
SECTION 2. Common Stock. The Common Stock shall consist solely of
------------
"Class A Common Stock" and "Class B Common Stock." The authorized number
of shares of Class A Common Stock shall be thirty million (30,000,000) and
the authorized number of shares of Class B Common Stock shall be twelve
million (12,000,000); provided that the authorized number of shares of
Class A Common Stock shall be increased by any concurrent decrease
determined by the Board of Directors in the authorized number of shares of
Class B Common Stock. The Board of Directors of the Corporation may
authorize the issuance of shares of Class A Common Stock and shares of
Class B Common Stock from time to time subject to the foregoing. The Board
of Directors shall have no power to alter the rights with respect to the
Class A Common Stock or Class B Common Stock."
6
