SUNGLASS HUT INTERNATIONAL, INC.
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
PROSPECTUS 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 SECURITYHOLDERS
The following table sets forth certain information with respect to the
beneficial holders of the Notes as of April 9, 1997.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
PRINCIPAL AMOUNT PRINCIPAL AMOUNT 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>
Lazard Freres & Co., LLC $ 250,000 $ 250,000 $0
Smith Barney Inc.(2) $ 975,000 $ 975,000 $0
J.P. Morgan Securities, Inc. $ 1,310,000 $ 1,310,000 $0
Loomis, Sayles & co, L.P. Investment Advisor $51,950,000 $51,950,000 $0
Fidelity World Global High Income Fund $ 140,000 $ 140,000 $0
Variable Insurance Products Fund:
High Income Fund $ 6,840,000 $ 6,840,000 $0
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
</TABLE>
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(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.
------------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 9, 1997
------------------------------
Supplement Page 1 of 1 Pages
<PAGE>
EXHIBIT A TO
PROSPECTUS SUPPLEMENT
(APRIL 9, 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) 461-6290; 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 APRIL 9, 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 SUPPLEMENTAL 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: _________________________
