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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
SPORTMART, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SPORTMART, INC.
1400 South Wolf Road, Suite 200
Wheeling, Illinois 60090
December 24, 1997
Dear Stockholder:
You recently received information, including a Proxy Statement/Prospectus
dated December 17, 1997 (the "Proxy Statement/Prospectus"), regarding a Special
Meeting of Stockholders (the "Sportmart Meeting") of Sportmart, Inc.
("Sportmart") to be held on January 9, 1998 to consider and vote upon a proposal
to approve and adopt the Merger Agreement (as defined in the Proxy
Statement/Prospectus) and the related merger whereby a subsidiary of Gart Sports
Company ("Gart Sports") will be merged with and into Sportmart resulting in
Sportmart becoming a wholly-owned subsidiary of Gart Sports.
Enclosed is a new proxy card (with a yellow bar) for your use in connection
with the Sportmart Meeting, which clarifies your voting choices as "for,"
"against" or "abstain" with respect to approval of the Merger Agreement and the
transactions contemplated thereby. Even if you have already returned the proxy
card that accompanied the Proxy Statement/Prospectus, please sign, date and
return the enclosed proxy card (with a yellow bar) as well. This will not
prevent you from voting your shares in person if you subsequently choose to
attend the Sportmart Meeting.
Sincerely,
/s/ JOHN LOWENSTEIN
John A. Lowenstein
Corporate Secretary
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PROXY PROXY
This proxy is solicited on behalf
of the Board of Directors
SPORTMART, INC.
1400 South Wolf Road, Suite 200, Wheeling, Illinois 60090
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 9, 1998
TO VOTE AT THE SPECIAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS OF SPORTMART, INC., SIGN AND DATE THE REVERSE SIDE OF THIS
CARD WITHOUT CHECKING ANY BOX.
The undersigned holder of Voting Common Stock of Sportmart, Inc. (the "Company")
hereby appoints Larry J. Hochberg and Andrew S. Hochberg, or either of them,
with full power of substitution, as proxies to cast all votes which the
undersigned stockholder is entitled to cast at the Special Meeting of
Stockholders (the "Special Meeting") to be held on January 9, 1998, at 9:00
a.m., local time, at the Northbrook Hilton, 2855 N. Milwaukee Avenue,
Northbrook, Illinois, and at any adjournments thereof, upon the following
matters. The undersigned stockholder hereby revokes any proxy or proxies
heretofore given.
This proxy, when properly executed, will be voted and will be voted in the
manner as directed herein by the undersigned stockholder. UNLESS CONTRARY
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND IN ACCORDANCE
WITH THE DETERMINATION OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS. The
undersigned stockholder may revoke this proxy at any time before it is voted by
delivering to the Corporate Secretary of the Company either a written revocation
of the proxy or a duly executed proxy bearing a later date, or by appearing at
the Special Meeting and voting in person. The undersigned stockholder hereby
acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy
Statement/Prospectus.
(Comments/Change of Address)
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(If you have written in the above space, please mark the
corresponding box on the reverse side)
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- FOLD AND DETACH HERE -
SPORTMART, INC.
1400 South Wolf Road, Suite 200
Wheeling, Illinois 60090
YOUR VOTE IS IMPORTANT
TO THE COMPANY
PLEASE SIGN AND RETURN YOUR PROXY/INSTRUCTION
CARD BY TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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SPORTMART, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
FOR AGAINST ABSTAIN
1. Adoption of the Merger Agreement (as defined in [ ] [ ] [ ]
the Proxy Statement/Prospectus, dated December
17, 1997, previously provided to you) and the
transactions contemplated thereby.
2. In their discretion the proxies are authorized
to vote upon such other business as may properly
come before the Special Meeting, or any adjourn-
ments hereof.
I am planning to attend the Special Meeting of [ ]
Stockholders.
Comments/ Date: , 19__
Change [ ] --------------------------
of Address
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Signature(s)
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Signature(s)
PLEASE MARK, SIGN, DATE AND RETURN THIS
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
If you receive more than one proxy card,
please sign and return ALL cards in the
enclosed envelope.
Please date and sign exactly as the name
appears hereon. When signing as executor,
administrator, trustee, guardian, attorney-
in-fact or other fiduciary, please give
title as such. When signing as a corporation,
please sign in full corporate name by
President or other authorized officer. If
you sign for a partnership, please sign in
partnership name by an authorized person.
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* FOLD AND DETACH HERE *
PLEASE VOTE, SIGN EXACTLY AS NAME APPEARS ABOVE,
DATE, AND RETURN
THIS PROXY FORM PROMPTLY USING THE ENCLOSED POSTPAID ENVELOPE.
