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 May 5, 1998.
<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>
Bear Stearns & Co. $ 990,000 $ 990,000 $ 0
BT Alex.Brown 570,000 570,000 0
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 0
Horizon Strategic Income 50,000 50,000 0
J.P. Morgan Securities, Inc. 1,310,000 1,310,000 0
Lazard Freres & Co., L.L.C. 11,685,000 11,685,000 0
LLC Account No.1, Oaktree Capital Management L.L.C. 220,000 220,000 0
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
Variable Insurance Products Fund:
High Income Fund 1,000,000 1,000,000 0
Winchester Convertible Plus Ltd., Oaktree Capital 0
Management L.L.C. 500,000 500,000
===================== ================== ==================
$98,640,000 $ 98,640,000 $ 0
===================== ================== ==================
<FN>
- ---------
(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.
</FN>
</TABLE>
------------------------------------------
The date of this Prospectus Supplement is May 5, 1998
------------------------------------------
Supplement Page 1 of 1 Pages
<PAGE>
EXHIBIT A TO
PROSPECTUS SUPPLEMENT
(MAY 5, 1998)
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 _______________, 1998, it sold
__________________ principal amount of the Notes to the person named below in
paragraph three.
Signature: __________________________
Date:____________________________,1998 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 MAY 5, 1998 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:_________________________
Date:_____________________________,199__ Print Name:________________________
Title:_____________________________
