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): SEPTEMBER 22, 1998
THE SPORTS AUTHORITY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13426 36-3511120
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(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
3383 NORTH STATE ROAD 7
FORT LAUDERDALE, FLORIDA 33319
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 735-1701
(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 September 22, 1998, the Board of Directors of The Sports
Authority (the "Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of Common Stock, $.01 par value (each, a
"Common Share"), of the Company to stockholders of record at the close of
business on October 5, 1998. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth of a share (a
"Unit") of the Series A Junior Participating Preferred Shares, par value $.01
per share, of the Company (the "Preferred Shares"), or a combination of
securities and assets of equivalent value, at a Purchase Price of $50 per Unit,
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and First Union
National Bank, as Rights Agent.
Initially, ownership of the Rights will be evidenced by the
Common Share certificates representing shares then outstanding, and no separate
Rights Certificates will be distributed. The Rights will separate from the
Common Shares and a distribution date will occur (the "Distribution Date") upon
the earlier of (i) ten business days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) within
ten business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group (excluding the
Company and its subsidiaries and benefit plans) beneficially owning 20% or more
of the outstanding Common Shares. Until the Distribution Date, the Rights will
be evidenced by the Common Share certificates and will be transferred with and
only with such Common Share certificates. Therefore, the surrender for transfer
of any certificates for Common Shares outstanding will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on October 5, 2001, unless earlier redeemed
by the Company as described below or unless a transaction under Section 13(d) of
the Rights Agreement has occurred.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after October 5,
1998 and prior to the Distribution Date will be issued with Rights.
Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into one one-thousandth of a
Preferred Share (a "Preferred Share Fraction").
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Each Preferred Share Fraction carries voting and dividend rights that are
intended to produce the equivalent of one Common Share. The voting and dividend
rights of the Preferred Shares are subject to adjustment in the event of
dividends, subdivisions and combinations with respect to the Common Shares of
the Company. In lieu of issuing certificates for Preferred Share Fractions which
are less than an integral multiple of one Preferred Share (i.e. 1,000 Preferred
Share Fractions), the Company may pay cash representing the current market value
of the Preferred Share Fractions.
In the event that at any time following the Stock Acquisition
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Shares remain outstanding, (ii) a person, including
affiliates and associates, becomes the beneficial owner of more than 20% of the
then outstanding Common Shares (unless such acquisition is made pursuant to a
tender or exchange offer for all outstanding Common Shares upon terms and
conditions determined by the board of directors, after receiving advice from one
or more nationally recognized investment banking firms, to be in the best
interests of the Company and its stockholders (a "Qualifying Offer")), (iii) an
Acquiring Person engages in one or more "self-dealing" transactions, as set
forth in the Rights Agreement or (iv) during such time as there is an Acquiring
Person an event occurs that results in such Acquiring Person's ownership
interest being increased by more than one percent (1%) (E.G., a reverse stock
split), each holder of a Right will thereafter have the right to receive, upon
exercise, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to approximately two times the
exercise price of the Right. In lieu of requiring payment of the Purchase Price
upon exercise of the Rights following any such event, the Company may permit the
holders simply to surrender the Rights, in which event they will be entitled to
receive Common Shares (and other property, as the case may be) with a value of
50% of what could be purchased by payment of the full Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in clauses (i), (ii), (iii) or (iv) of this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person who was involved in
the transaction giving rise to any such event will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $50 per Right, each Right
not otherwise voided following an event set forth in the preceding paragraph
would entitle its holder to purchase $100 worth of Common Shares (or other
consideration, as noted above) for $50. Assuming that the Common Shares had a
per share value of $25 at such time, the holder of each valid Right would be
entitled to purchase 4 Common Shares for $50. Alternatively, the Company could
permit the holder to surrender each Right in exchange for stock equivalent to 2
Common Shares (or cash or other securities with a value of $50) without the
payment of any consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger that follows a Qualifying Offer), or (ii) 50% or more of
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the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights that previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common shares of the
acquiring company having a value equal to approximately two times the exercise
price of the Right. Again, provision is made to permit, at the option of the
Company, surrender of the Rights in exchange for one-half of the value otherwise
purchasable. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the current market price of the Preferred
Shares, or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly dividends) or
of subscription rights or warrants (other than those referred to above). Similar
dilution protection exists with respect to transactions affecting Common Shares
similar to those described in clauses (i) - (iii) above.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. That ten day redemption period may be extended by the Board of
Directors so long as the Rights are still redeemable. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Preferred Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to certain principal
economic terms of the Right, any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; PROVIDED, however,
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that no amendment to adjust the time period governing redemption shall be made
at such time as the Rights are not redeemable.
A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
EXHIBIT NO. EXHIBIT
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99 Press Release dated September 22, 1998.
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SIGNATURE
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.
THE SPORTS AUTHORITY, INC.
BY: /s/ Anthony F. Crudele
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Anthony F. Crudele
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
Dated: September 22, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99 Press Release dated September 22, 1998.
EXHIBIT 99
THE
SPORTS
AUTHORITY September 22, 1998
FOR IMMEDIATE RELEASE
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<S> <C>
CONTACT: THE SPORTS AUTHORITY, INC.
Anthony F. Crudele Alexander L. Stanton
Senior Vice President & Chief Financial Officer Vice President Strategic Planning & Treasurer
(954) 730-4260 (954) 677-6003
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THE SPORTS AUTHORITY ADOPTS A SHAREHOLDER RIGHTS PLAN
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Fort Lauderdale, Florida, September 22, 1998--The Sports Authority (NYSE:TSA),
the world's largest full line sporting goods retailer, today announced that it
has adopted a Shareholder Rights Plan. Under the plan, the Company is
distributing one right per share of common stock to holders of record on
October 5, 1998. The rights will expire on October 5, 2001, unless extended or
redeemed. A summary of the plan will be mailed to all Company shareholders in
the near future.
Martin Hanaka, Vice Chairman & Chief Executive Officer of the Company, stated,
"The rights are designed to ensure fair and equal treatment for all shareholders
in the event of any proposed takeover of the Company, and due to recent market
conditions the board felt that it was appropriate to adopt such a plan at this
time. The plan is not being instituted in response to any known effort to
acquire control of the Company or to foreclose a fair acquisition bid for the
Company, should one be made."
The rights will initially trade together with the Company's common stock until
such time as a person or group acquires 20% or more of the Company's common
stock or announces a tender offer that would result in ownership by a person or
group of 20% or more of the Company's common stock. The Company's board will
have the power to redeem the rights at a price of $0.01 per right at any time
before ten days after such an event.
Each right will entitle shareholders to purchase one one-thousandth of a share
of a new Series A Junior Participating Preferred Share at an exercise price of
$50 per share. If the rights become exercisable and certain triggering events
occur, including the acquisition of 20% or more of the Company's common stock,
the rights will entitle the holder to purchase additional shares of common
stock of the Company or, in some cases, the acquiring person, at 50% of the
market price. This would make a proposed takeover more expensive for the 20%
holder, whose rights will become void.
The Sports Authority operates 214 full time sporting goods superstores; 198
stores in 32 states across the United States, six in Canada, and ten in Japan
under its joint venture agreement with JUSCO Co., Ltd.
