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): AUGUST 11, 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.
On August 11, 1998, the Board of Directors of The Sports Authority, Inc.
rejected a proposal for a business combination received from Gart Sports Company
on July 2, 1998. The press release announcing the rejection is attached hereto
as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
99.1 Press Release, dated August 11, 1998, issued by
The Sports Authority, Inc.
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<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: August 11, 1998
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Press Release, dated August 11, 1998, issued by
The Sports Authority, Inc.
- 4 -
- ---------
THE
SPORTS
AUTHORITY August 11, 1998
- --------- FOR IMMEDIATE RELEASE
CONTACT: THE SPORTS AUTHORITY, INC.
Anthony F. Crudele Alexander L. Stanton
Senior Vice President & Vice President Strategic
Chief Financial Officer Planning & Treasurer
(954) 730-4260 (954) 677-6003
THE SPORTS AUTHORITY REJECTS PROPOSAL FROM GART SPORTS
================================================================================
Fort Lauderdale, Florida, August 11, 1998 -- The Sports Authority (NYSE:TSA),
the world's largest full line sporting goods retailer, today announced that its
Board of Directors has rejected a proposal for a business combination received
from Gart Sports Company (NASDAQ: GRTS) on July 2, 1998. The Gart proposal
provided for a combination of Gart and the Company, with the Company's
shareholders effectively receiving $14 in cash per share, plus 51% of the shares
of the combined entity.
After an extensive analysis of the Gart proposal with the Company's financial
and legal advisors, the Company's Board determined that the long-term interests
of the Company's shareholders would not be served by the Gart proposal. The
Board determined that, if the Gart proposal were consummated, the resulting
company would be highly leveraged with limited shareholders' equity, raising
considerable legal and financial issues about the proposal, including concerns
about the financing and the potential value of the remaining equity, as well as
creating potential operational and management issues for the combined company.
The Company is currently party to a May 7, 1998 merger agreement with Venator
Group, Inc. (NYSE:Z) under which each Company share would be converted into 0.80
Venator shares. The Venator agreement, which has not yet been submitted to
Company shareholders for vote, contains a "walkaway" right exercisable by the
Company if Venator's average closing stock price is not at least $20.50 during
specified measuring periods, the last of which would end on December 31, 1998.
Chairman and CEO, Jack Smith, stated, "Our Board of Directors is committed to
maximizing long-term value for our shareholders. While we are hopeful that
Venator's stock price reaches the $20.50 threshold, we are fully committed and
prepared to operate our business on a stand-alone basis."
The Company plans to issue its regular quarterly earnings announcement at the
close of business today, which is expected to be consistent with the press
release issued on July 7, 1998.
The Sports Authority is the world's largest full-line sporting goods retailer
with 211 locations; 196 stores in 32 states across the United States, 6 in
Canada, and 9 in Japan under its joint venture agreement with JUSCO Co., Ltd.
