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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 1998
GART SPORTS COMPANY
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(Exact Name of Registrant as specified in its charter)
Delaware 000-23515 84-1242802
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(State or other juris- (Commission file (IRS Employer
diction of incorporation) number) Identification No.)
1000 Broadway
Denver, Colorado 80203
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(Address of principal (Zip Code)
executive offices)
(303) 861-1122
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 15, 1998 the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference, reaffirming
its commitment to the proposed strategic combination with The Sports Authority,
the nation's largest full-line sporting goods retailer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued July 15, 1998 by the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GART SPORTS COMPANY
(Registrant)
Date: July 16, 1998 /s/ Thomas B. Nelson
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Thomas B. Nelson
Senior Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated July 15, 1998
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Exhibit 99.1
CONTACT: Thomas T. Hendrickson Investor Relations:
Executive Vice President Naomi Rosenfeld/Carolyn Capaccio
Chief Financial Officer Press: Stacy Berns/Lauren Gargano
Gart Sports Company Morgen-Walke Associates
303/863-2204 212/850-5600
FOR IMMEDIATE RELEASE
GART SPORTS REAFFIRMS COMMITMENT TO AND FINANCING FOR
PROPOSED STRATEGIC COMBINATION WITH
THE SPORTS AUTHORITY VALUED AT $20.00 PER TSA SHARE
Denver, CO, July 15, 1998 - Gart Sports Company (Nasdaq: GRTS) announced
today that it has sent to The Sports Authority (NYSE: TSA) Board of Directors a
letter reconfirming Gart Sports' commitment to its previously proposed strategic
combination with The Sports Authority. Attached to the letter sent to The Sports
Authority was an updated letter from Chase Securities Inc. reconfirming its high
level of confidence in arranging the necessary financing for the transaction.
In this letter to The Sports Authority Board of Directors, dated July 14,
1998, Gart Sports stated, "Following your recent earnings announcement and
various Wall Street analysts' downward adjustments to your projected earnings,
we have revised our financial analysis... we are even more convinced that a
combination of Gart and TSA on the terms suggested would be meaningfully
superior to the Venator offer and are committed to seeing this transaction
through to completion."
Gart Sports had previously received a letter from the Board of Directors of
The Sports Authority requesting detailed financial information in connection
with The Sports Authority Board of Directors' evaluation of Gart Sports'
previously announced strategic combination proposal. On July 14, Gart Sports
responded to this request and provided the requested information to The Sports
Authority and its financial advisor.
Doug Morton, Chairman, President and Chief Executive Officer of Gart Sports
stated, "We have indicated to The Sports Authority our eagerness to initiate
more comprehensive discussions, and are confident that TSA's Board will share
our enthusiasm for this proposal upon their review of the information provided.
We continue to believe that the combination of Gart Sports and The Sports
Authority would be very compelling, and that it represents a superior
alternative to the Venator offer from both a strategic and a shareholder
perspective."
(more)
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Mr. Morton added, "Based upon July 14 closing prices, the Venator offer is
worth $13.55 per TSA share. The cash portion of our proposal exceeds the value
of the entire Venator offer. Not only does our combined stock and cash proposal
of $20.00 per TSA share represent a more than 40% premium to the Venator offer,
but we firmly believe that the potential for equity appreciation at the combined
company is more compelling."
On July 2, 1998, Gart Sports announced that it was seeking a strategic
combination with The Sports Authority, whereby holders of 70% of TSA's shares
outstanding would receive $20.00 per share in cash, and the remaining 30% of TSA
shares outstanding would remain outstanding and would represent a 51% ownership
interest in the combined entity's common stock.
Gart Sports is the second largest full-line sporting goods retailer in the
U.S. and the leading full-line sporting goods retailer in the Rocky Mountain
region, with 1997 pro forma combined revenues of approximately $700 million. The
Company offers a comprehensive high-quality assortment of brand name sporting
apparel and equipment at competitive prices, and operates 122 stores in 16
states under the Gart Sports and Sportmart names.
Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve known and unknown risks and uncertainties, which may cause actual
results, operations and business of Gart Sports or the company resulting from
the proposed transaction in future periods to differ materially from forecasted
results, operations or business. Those risks include, among other things, the
competitive environment in the sporting goods industry in general and in Gart
Sports' or the company resulting from the transaction's specific market areas,
inflation, changes in costs of goods and services, management's ability to
integrate the operations of Gart Sports and The Sports Authority, and economic
conditions in general and in such specific market areas. Certain of these and
other risks are more fully described in the Company's filings with the
Securities and Exchange Commission.
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