Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-16877
THE SPORTS AUTHORITY, INC.
Prospectus Supplement No. 2 Dated February 12, 1997 to
Prospectus Dated December 17, 1996
This Prospectus Supplement No. 2 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 No. 2 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>
J.P. Morgan Securities Inc. $12,485,000 12,485,000 382,564 382,564
CFW-C, L.P. 10,500,000 10,500,000 321,739 321,739
Merrill Lynch Capital Markets P.L.C. 7,680,000 7,680,000 235,329 235,329
Deutsche Morgan Grenfell, Inc. 7,050,000 7,050,000 216,025 216,025
UBS Securities LLC 6,800,000 6,800,000 208,364 208,364
Hamilton Partners Limited 6,100,000 6,100,000 186,915 186,915
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
J.P. Morgan/Whitefriars Inc. 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
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 4,730,000 4,730,000 144,936 144,936
Tour Societe Generale 4,050,000 4,050,000 124,100 124,100
Lazard Freres & Co. 3,910,000 3,910,000 119,809 119,809
BT Holdings Corporation 3,650,000 3,650,000 111,842 111,842
PaineWebber Inc.(5) 3,590,000 3,590,000 110,004 110,004
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
<PAGE>
Montgomery Securities 1,250,000 1,250,000 38,302 38,302
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
Argent Classic Convertible
Arbitrage Fund (Bermuda) L.P. 1,000,000 1,000,000 30,641 30,641
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
Gleneagles Fund, Ltd. 685,000 685,000 20,989 20,989
McMahan Securities Co. L.P. 650,000 650,000 19,917 19,917
Gershon Partners, L.P. 505,000 505,000 15,474 15,474
Atlas Growth & Income Fund(6) 500,000 500,000 15,320 15,320
Pacific Mutual Life Insurance
Company 500,000 500,000 15,320 15,320
Salomon Brothers International
Limited(7) 450,000 450,000 13,788 13,788
AIM V.I. Growth and Income
Fund(8) 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(9) 200,000 200,000 6,128 6,128
Robertson Stephens & Co., LLP 110,000 110,000 3,370 3,370
Partner Reinsurance Company Ltd. 45,000 45,000 1,378 1,378
Credit Suisse First Boston Corp. 40,000 40,000 1,225 1,225
--------- --------- --------- ---------
Subtotal $ 131,470,000 $131,470,000 4,028,465 4,028,465
Unnamed Securityholders or any future $ 18,030,000 $ 18,030,000 552,473 552,473
transferees, pledges, donees or
successors of or from any such unnamed
Securityholder(10)(11)
Total $ 149,500,000 $ 149,500,000 4,580,938 4,580,938
============= ============= ========= =========
</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) PaineWebber Inc. has provided to the Company investment banking and/or
advisory services for which the Company paid customary fees.
PaineWebber Inc. may provide such services in the future.
(6) Atlas Growth & Income Fund is a series of Atlas Assets, Inc.
<PAGE>
(7) 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.
(8) AIM V.I. Growth and Income Fund is a series of AIM Variable Insurance
Funds, Inc.
(9) 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.
(10) 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.
(11) 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.
