Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-16877
THE SPORTS AUTHORITY, INC.
Prospectus Supplement Dated December 23, 1996 to
Prospectus Dated December 17, 1996
This Prospectus Supplement provides supplemental information
to the Prospectus dated December 17, 1996 (the "Prospectus") covering the resale
by the selling securityholders named herein (the "Selling Securityholders") of 5
1/4% Convertible Subordinated Notes due September 15, 2001 (the "Notes") of The
Sports Authority, Inc. (the "Company") up to the aggregate principal amount of
$149,500,000. In addition, the Prospectus relates to the offering of 4,580,964
shares (subject to adjustment under certain circumstances) of the Company's
common stock, par value $.01 per share (the "Common Stock" and, together with
the Notes, the "Securities"), issued or issuable upon conversion of the Notes. A
copy of the Prospectus is attached to this Prospectus Supplement and must be
read in conjunction herewith. The following information is hereby added to and
deemed to be included in the Prospectus:
<TABLE>
<CAPTION>
SELLING SECURITYHOLDERS
THE TABLE APPEARING UNDER THIS CAPTION IS SUPPLEMENTED AND RESTATED AS
FOLLOWS:
COMMON
PRINCIPAL AMOUNT STOCK OWNED
NAME OF SELLING PRINCIPAL AMOUNT OF OF NOTES OFFERED PRIOR TO COMMON STOCK
SECURITYHOLDER NOTES OWNED HEREBY OFFERING (1) OFFERED HEREBY(2)
-------------- ------------------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C>
CFW-C, L.P. $10,500,000 $10,500,000 321,739 321,739
Deutsche Morgan Grenfell, Inc. 7,050,000 7,050,000 216,025 216,025
Lipper Convertibles, L.P. 5,150,000 5,150,000 157,805 157,805
Paloma Securities L.L.C. 5,050,000 5,050,000 154,741 154,741
AIM Charter Fund(3) 5,000,000 5,000,000 153,209 153,209
The TCW Group, Inc.(4) 4,855,000 4,855,000 148,766 148,766
SMM Co. BV 4,850,000 4,850,000 148,613 148,613
Tour Societe Generale 4,050,000 4,050,000 124,099 124,099
OCM Convertible Trust 3,545,000 3,545,000 108,625 108,625
Oppenheimer Total Return Fund, Inc. 3,000,000 3,000,000 91,925 91,925
State of Connecticut Combined
Investment Funds 2,690,000 2,690,000 82,426 82,426
Delta Air Lines Master Trust 2,470,000 2,470,000 75,685 75,685
Strong Total Return Fund, Inc. 2,000,000 2,000,000 61,283 61,283
Vanguard Convertible Securities
Fund, Inc. 1,720,000 1,720,000 52,704 52,704
Lincoln National Life Insurance
Company 1,500,000 1,500,000 45,962 45,962
Teachers Retirement System of Texas 1,250,000 1,250,000 38,302 38,302
Ramius Fund, L.P. 1,125,000 1,125,000 34,472 34,472
Lipper Offshore Convertibles, L.P. 1,000,000 1,000,000 30,641 30,641
State Employees' Retirement Fund of
the State of Delaware 920,000 920,000 28,190 28,190
Hughes Aircraft Company Master
Retirement Trust 905,000 905,000 27,730 27,730
Palladin Partners, L.P. 860,000 860,000 26,352 26,352
Colonial Penn Insurance Company 725,000 725,000 22,215 22,215
Colonial Penn Life Insurance
Company 725,000 725,000 22,215 22,215
<PAGE>
Gleneagles Fund, Ltd. 685,000 685,000 20,989 20,989
Gershon Partners, L.P. 505,000 505,000 15,474 15,474
Pacific Mutual Life Insurance
Company 500,000 500,000 15,320 15,320
Salomon Brothers International
Limited(5) 450,000 450,000 13,788 13,788
AIM V.I. Growth and Income
Fund(6) 400,000 400,000 12,256 12,256
McMahan Securities & Co. L.P. 400,000 400,000 12,256 12,256
OCM Convertible Limited
Partnership 250,000 250,000 7,660 7,660
Goldman Sachs & Co. Bank,
Zurich(7) 200,000 200,000 6,128 6,128
------------- ------------- --------- ---------
Subtotal $ 74,330,000 $ 74,330,000 2,277,595 2,277,595
Unnamed Securityholders or any $ 75,170,000 $ 75,170,000 2,303,352 2,303,352
future transferees, pledges, donees or
successors of or from any such
unnamed Securityholder(8)(9)
Total $ 149,500,000 $ 149,500,000 4,580,947 4,580,947
============= ============= ========= =========
- ----------------------
</TABLE>
(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial Conversion Rate
(as defined herein). The Conversion Rate and the number of shares of
Common Stock issuable upon conversion of the Notes are subject to
adjustment under certain circumstances. See "Description of
Notes--Conversion Rights." Accordingly, the number of shares of Common
Stock issuable upon conversion of the Notes may increase or decrease
from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held
by the Selling Securityholder at the initial Conversion Rate and the
offering of such shares by such Selling Securityholder pursuant to the
Registration Statement of which this Prospectus forms a part. The
Conversion Rate and the number of shares of Common Stock issuable upon
Conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes--Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon
conversion of the Notes may increase or decrease from time to time.
(3) AIM Charter Fund is a series of AIM Equity Funds, Inc.
(4) The TCW Group, Inc. holds such Notes under management for various
entities.
(5) Salomon Brothers International Limited served as a co-manager for
public offerings of the Common Stock made in October 1995 and November
1994. Salomon Brothers International Limited is an affiliate of Salomon
Brothers Inc. which served as a co-manager for public offerings of the
Common Stock made in October 1995 and November 1994.
(6) AIM V.I. Growth and Income Fund is a series of AIM Variable Insurance
Funds, Inc.
(7) Goldman Sachs & Co. Bank, Zurich is an affiliate of Goldman, Sachs &
Co. Goldman, Sachs & Co. was the initial purchaser of the Notes and
has served as managing underwriter for public offerings of the Common
Stock made in October 1995 and November 1994.
(8) No such holder may offer Notes pursuant to the Registration Statement
of which this Prospectus forms a part until such holder is included as
a Selling Securityholder in a supplement to this Prospectus in
accordance with the Registration Rights Agreement.
(9) Assumes that the unnamed Securityholders or any future transferees,
pledgees, donees or successors of or from any such unnamed
Securityholder do not beneficially own any Common Stock other than the
Common Stock issuable upon conversion of the Notes at the initial
Conversion Rate.
