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 SECURITY HOLDERS
The following table sets forth certain information with respect to
the beneficial holders of the Notes as of December 3, 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 $ 20,520,000 $ 20,520,000 $ 0
Fidelity Global Yield Trust 1,910,000 1,910,000 0
Fidelity Management Trust Company 10,830,000 10,830,000 0
Fidelity World Global High Income Fund 140,000 140,000 0
Foundation Account No.1, Oaktree Capital Management
L.L.C. 480,000 480,000
J.P. Morgan Securities, Inc. 1,310,000 1,310,000 0
Lazard Freres & Co., L.L.C. 10,795,000 10,795,000 0
LLC Account No.1, Oaktree Capital Management L.L.C. 220,000 220,000
Loomis, Sayles & Co., L.P. Investment Advisor 27,295,000 27,295,000 0
Maxxum American Equity Fund 229,000 229,000 0
Morgan Stanley & Co, Inc.(3) 1,350,000 1,350,000 0
Paloma Securities, L.L.C. 6,425,000 6,425,000 0
Prudential's Balanced Fund 7,566,000 7,566,000 0
Prudential's Gibralter Fund 4,595,000 4,595,000 0
Smith Barney Inc.(2) 975,000 975,000 0
Winchester Convertible Plus Ltd., Oaktree Capital
Management L.L.C. 500,000 500,000 0
------------ ------------ -----
$ 95,140,000 $ 95,140,000 $ 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 DECEMBER 3, 1997
------------------------------
Supplement Page 1 of 1 Pages
<PAGE>
EXHIBIT A TO
PROSPECTUS SUPPLEMENT
(DECEMBER 3, 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 DECEMBER 3, 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:___________________, 1997 Print Name: ______________________________
Title:____________________________________
