SUNGLASS HUT INTERNATIONAL, INC.
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
PROSPECT SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 4, 1996)
Unless otherwise provided, terms used in the Prospectus, dated October
4, 1996 (the "Prospectus"), of Sunglass Hut International, Inc., will have the
same meaning when used in this Prospectus Supplement. The Prospectus immediately
follows this Prospectus Supplement.
INSTRUCTIONS FOR OBTAINING UNRESTRICTED NOTES
Purchasers who acquire Notes pursuant to the registration statement to
which the Prospectus is a part and who desire to obtain Unrestricted Notes may
do so by completing the steps set forth in the Prospectus under the caption
"Plan of Distribution," provided, however, that THE PURCHASER'S CERTIFICATE
INCLUDED AS EXHIBIT A TO THIS PROSPECTUS SUPPLEMENT MUST BE USED INSTEAD OF THE
ONE INCLUDED IN THE PROSPECTUS.
NOTE SELLING SECURITY HOLDERS
The following table sets forth certain information with respect to the
beneficial holders of the Notes as of August 1, 1997.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF NOTES TO BE
OF NOTES OF NOTES TO BE OWNED AFTER THE
NAME OF NOTE SELLING SECURITYHOLDERS(1) BENEFICIALLY OWNED OFFERED FOR SALE OFFERING
- --------------------------------------- ------------------ ---------------- ----------------
<S> <C> <C> <C>
Fidelity Fixed-Income Trust:
Spartan High Income Fund $14,680,000 $14,680,000 $ 0
Fidelity Global Yield Trust 1,910,000 1,910,000 0
Fidelity Management Trust Company 9,580,000 9,580,000 0
Fidelity World Global High Income Fund 140,000 140,000 0
J.P. Morgan Securities, Inc. 1,310,000 1,310,000 0
Lazard Freres & Co., L.L.C. 5,530,000 5,530,000 0
Loomis, Sayles & Co., L.P. Investment Advisor 51,950,000 51,950,000 0
Morgan Stanley & Co, Inc.(3) 1,350,000 1,350,000 0
Paloma Securities, L.L.C. 4,625,000 4,625,000 0
Smith Barney Inc.(2) 975,000 975,000 0
Variable Insurance Products Fund:
High Income Fund 6,840,000 6,840,000 0
----------- ----------- ---
$98,890,000 $98,890,000 $ 0
=========== =========== ===
</TABLE>
- ----------------
(1) Except as stated herein, none of the Note Selling Securityholders has any
material relationship with the Company.
(2) Smith Barney Inc. has from time to time provided investment banking
services to the Company. Smith Barney, Inc. was an initial purchaser of
the Notes.
(3) Morgan Stanley & Co. Inc. has from time to time provided investment banking
services to the Company. Morgan Stanley & Co, Inc. was an initial purchaser
of the Notes.
----------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 1, 1997
----------------------------
Supplement Page 1 of 1 Pages
<PAGE>
EXHIBIT A TO
PROSPECTUS SUPPLEMENT
(AUGUST 1, 1997)
PURCHASER'S CERTIFICATE
SUNGLASS HUT INTERNATIONAL, INC.
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
This Purchaser's Certificate is delivered to Sunglass Hut International,
Inc. (the "Company") in connection with that certain registration statement
registering the resale of Sunglass Hut International, Inc.'s 5 1/4% Convertible
Subordinated Notes Due 2003 (the "Notes"). In order to obtain Unrestricted Notes
(as defined in the Prospectus) this certificate must be completed in full and
telecopied or otherwise delivered to Jennifer Weeks, Sunglass Hut International,
Inc., 255 Alhambra Circle, Coral Gables, Florida 33134; Telecopy (305) 461-6332;
Telephone (305) 461-6100 immediately after the purchase of such Notes.
1. NAME OF SELLER; AND DTC PARTICIPANT NUMBER
------------------------------------------------------------------------
2. SIGNATURE OF SELLER
The undersigned hereby confirms that on ____________, 1997, it sold _______
principal amount of the Notes to the person named below in paragraph three.
Signature:____________________
Dated: ____________________, 1997 Print Name:___________________
Title: _______________________
3. NAME OF PURCHASER; AND DTC PARTICIPANT NUMBER
________________________________________________________________________
4. SIGNATURE OF PURCHASER
THE UNDERSIGNED HEREBY CONFIRMS THAT IT RECEIVED A COPY OF THE
PROSPECTUS DATED OCTOBER 4, 1996 (THE "PROSPECTUS") AND THE PROSPECTUS
SUPPLEMENT DATED AUGUST 1, 1997 ATTACHED THERETO RELATING TO THE SALE OF THE
NOTES BY THE SELLER IDENTIFIED HEREIN (THE "SUPPLEMENTAL PROSPECTUS") AT THE
TIME OF THE SALE OF THE NOTES TO THE UNDERSIGNED. THE UNDERSIGNED HEREBY
PURCHASED $______________ PRINCIPAL AMOUNT OF THE NOTES FROM THE SELLER PURSUANT
TO THE PROSPECTUS AND HEREBY REQUESTS THAT, IN RELIANCE ON THE REPRESENTATIONS
MADE BY THE PARTIES HERETO, THE COMPANY DELIVER TO THE UNDERSIGNED UNRESTRICTED
NOTES REPRESENTED BY CUSIP NO. 86736F AC 0 IN EXCHANGE FOR THE SAME PRINCIPAL
AMOUNT OF RESTRICTED NOTES.
Signature:____________________
Dated: ____________________, 199_ Print Name:___________________
Title: _______________________
