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 10, 1998
--------------------
THE SPORTS AUTHORITY, INC.
-------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13426 36-3511120
--------------- ---------------- ------------------
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
3383 NORTH STATE ROAD 7
FORT LAUDERDALE, FLORIDA 33319
----------------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 735-1701
---------------
(NOT APPLICABLE)
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS.
Venator Group, Inc. and The Sports Authority, Inc. have mutually agreed to
terminate the merger agreement, dated May 7, 1998, pursuant to which Venator
Group would have acquired The Sports Authority in a tax-free exchange of shares.
The news release announcing the termination of the merger agreement is attached
hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
99.1 News Release, dated September 10, 1998, issued by
The Sports Authority, Inc. and Venator Group, Inc.
- 2 -
<PAGE>
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
--------------------------------------------
Anthony F. Crudele
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
Dated: September 10, 1998
- 3 -
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- ------- -----------
99.1 News Release, dated September 10, 1998, issued by
The Sports Authority, Inc. and Venator Group, Inc.
- 4 -
<TABLE>
<CAPTION>
EXHIBIT 99.1
N E W S R E L E A S E
<S> <C>
CONTACT: Juris Pagrabs Alex Stanton
Venator Group, Inc. The Sports Authority, Inc.
Vice President, Investor Relations Vice President, Strategic Planning & Treasurer
(212) 553-7017 (954) 677-6003
</TABLE>
VENATOR GROUP AND THE SPORTS AUTHORITY
MUTUALLY AGREE TO TERMINATE MERGER AGREEMENT
NEW YORK, New York and FORT LAUDERDALE, Florida, September 10, 1998 -- Venator
Group, Inc. (NYSE: Z), the New York-based specialty store retailer, and The
Sports Authority, Inc. (NYSE: TSA), the Florida based full-line sporting goods
retailer, today jointly announced that they have mutually agreed to terminate
the merger agreement, effective immediately, pursuant to which Venator Group
would have acquired The Sports Authority in a tax-free exchange of shares.
"Strategically we continue to believe that the acquisition offers significant
synergies that would enhance the growth opportunities of both companies," stated
Roger N. Farah, Venator Group's Chairman and Chief Executive Officer. "However,
given current market conditions, we have determined that to pursue the
transaction at this time would not serve in the best interest of our
shareholders."
"While we were hopeful that the prevailing market conditions would change,
allowing us the opportunity to consummate the merger, we are fully prepared
and committed to operate our business on a stand-alone basis in order to
maximize long-term value for our shareholders," said Jack Smith, The Sports
Authority's Chairman and Chief Executive Officer.
The Sports Authority is the world's largest full-line sporting goods retailer
that offers everyday low prices in 214 superstores located across the United
States, Canada and Japan. Averaging over 40,000 square feet, each store provides
a one-stop shopping experience that features an extensive selection of name
brand sporting goods in all major categories, including team sports, apparel,
footwear, golf, racquet sports, water sports, cycling, snow sports, hunting,
fishing, fitness, camping and marine.
Venator Group is a diversified global retailer that operates over 7,200 retail
stores in 13 countries in North America, Europe, Australia and Asia. Through
its athletic group of specialty retail formats, including Foot Locker, Lady
Foot Locker, Kids Foot Locker and Champs Sports stores, as well as direct
marketer Eastbay, the Company is a leading provider of athletic footwear and
apparel. Other specialty retail chains include the Northern Group of apparel
stores, After Thoughts jewelry stores and Kinney shoe stores.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements which reflect
management's current views of future events and financial performance. These
forward-looking statements are based on many assumptions and factors including
the effects of currency fluctuations, consumer preferences and economic
conditions world-wide. Any changes in such assumptions or factors could produce
significantly different results.
