SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GART SPORTS COMPANY
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
366630101
--------------------------------------------------------------------------------
(CUSIP Number)
Oshman's Sporting Goods, Inc.
2302 Maxwell Lane
Houston, Texas 77023
(713) 928-3171
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibit. See Rule 13d-7(b) for other
parties to whom are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
SCHEDULE 13D
CUSIP No. 688260 10 8
--------------------------------------------------------------------------------
1) Name of Reporting Person
I.R.S. Identification No. of Above Persons (entities only)
Oshman's Sporting Goods, Inc.
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7) Sole Voting Power
0
Number of
Shares ------------------------------------------------------------------
Beneficially 8) Shared Voting Power
Owned by 4,713,200
Each
Reporting ------------------------------------------------------------------
Person 9) Sole Dispositive Power
With 0
--------------------------------------------------------------------------------
10) Shared Dispositive Power
0
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,713,200
--------------------------------------------------------------------------------
12) Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
64.1%
--------------------------------------------------------------------------------
14) Type Of Reporting Person
CO
2
STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $0.01 par value (the
"Common Stock") of Gart Sports Company (the "Company"), whose principal
executive offices are at 1000 Broadway, Denver, Colorado 80203.
Item 2. Identity and Background.
The Reporting Person is a Delaware corporation whose principal
business is the operation of sporting goods retail stores through the United
States. The address of the principal place of business and the principal office
of the Reporting Person is 2302 Maxwell Lane, Houston, Texas 77023.
Each of Marilyn Oshman, Alvin N. Lubetkin, Steven U. Rath, Steven A.
Martin, Thomas J. McVey, Ray Miller and Richard L. Randall is an executive
officer of the Reporting Person. The business address of each of the officers
is c/o Oshman's Sporting Goods, Inc., 2302 Maxwell Lane, Houston, Texas 77023.
Each of the officers is a United States citizen.
Each of Marilyn Oshman, Alvin N. Lubetkin, Marvin Aronowitz, Karen
Desenberg, Margaret A. Gilliam, Manuel A. Sanchez, III and Dolph B.H. Simon is a
director of the Reporting Person. The business address of each of the directors
is c/o Oshman's Sporting Goods, Inc., 2302 Maxwell Lane, Houston, Texas 77023.
Each of the directors is a United States Citizen.
Neither the Reporting Person nor any other person disclosed in
response to this Item 2 has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years. Neither
the Reporting Person nor any other person disclosed in response to this Item 2
has been, during the last five years, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
1
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired beneficial ownership of the Common Stock
pursuant to the Voting Agreement discussed in Item 4.
Item 4. Purpose of Transaction.
On February 22, 2001, the Reporting Person announced that it had
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of February 21, 2001, with the Company and GSC Acquisition Corp., a wholly-owned
subsidiary of the Company ("Acquisition"), pursuant to which the Reporting
Person will merge with and into Acquisition, with the result that the surviving
corporation will be a wholly-owned subsidiary of the Company (the "Merger").
Pursuant to the Merger Agreement and subject to certain adjustments set forth
therein, the Reporting Person's shareholders will receive $7.00 cash and 0.55
shares of Company Common Stock for each share of the Reporting Person's common
stock. The transaction is subject to customary conditions including the
approval of the merger by the Reporting Person's shareholders, the approval of
the issuance of Company Common Stock to the Reporting Person's shareholders by
the shareholders of the Company, termination of the waiting period under the
Hart-Scott-Rodino Act and the effectiveness of a registration statement for the
shares of the Company to be issued in the transaction.
Approval by the Company's stockholders is required by applicable law
in order to issue the Common Stock contemplated by the Merger Agreement. In
anticipation of this requirement, concurrently with and as a further condition
to the execution and delivery of the Merger Agreement, the Company and Green
Equity Investors, L.P., a Delaware limited partnership ("Green Equity
Investors"), entered into a Voting Agreement dated as of February 21, 2001 (the
"Voting Agreement"). Green Equity Investors beneficially owns 4,713,200 shares,
or 64.1%, of the Company's Common Stock. Pursuant to the Voting Agreement,
Green Equity Investors has agreed to vote 64.1% of the Common Stock issued and
outstanding as of December 30, 2000 (the "Shares") in favor of issuing the
Common Stock contemplated by the Merger Agreement. If the Merger Agreement is
terminated in accordance with its terms, then the covenants and agreements in
the Voting Agreement with respect to the Shares will also terminate at such
time. Subject to the foregoing, Green Equity Investors has agreed pursuant to
the Voting Agreement to vote, and has appointed the Reporting Person as its
irrevocable proxy to vote, the Shares in favor of the issuance of Common Stock.
Subject to the terms and conditions of the Voting Agreement, Green Equity
Investors has also agreed to vote against any proposal inconsistent with the
Merger Agreement or that may delay or adversely affect the likelihood of the
completion of the transactions contemplated by the Merger Agreement, against any
change a majority of the persons constituting the board of directors of the
Company and against any change in the Company's capitalization or amendment to
the Company's certificate of incorporations or by-laws. The Reporting Person,
and all officers and directors of the Reporting Person, disclaims membership of
any group for purposes of Rule 13d-1.
Pursuant to the Merger Agreement, the Company has agreed to enter into
a registration rights agreement with certain holders of the Reporting Person's
common stock who would not be able to freely trade all of the shares of Company
Common Stock they receive in the Merger. Ms. Oshman and Mr. Lubetkin intend on
entering into such an agreement upon the effective time of the Merger.
2
Except as set forth in this Item 4, neither the Reporting Person nor
any other person disclosed in response to Item 2 has any current plan or
proposal that would relate to any transaction, change or event specified in
clauses (a) through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest in Securities of the Issuer.
(a) Although the Reporting Person does not directly own any shares of
Common Stock as of the date hereof, pursuant to the Voting Agreement, the
Reporting Person beneficially owns 4,713,200 shares of Common Stock representing
64.1% of the 7,354,864 shares of Common Stock stated to be outstanding as of
December 30, 2000 in the Merger Agreement.
(b) Pursuant to the Voting Agreement, the Reporting Person has shared
voting power with respect to 4,713,200 Shares of Common Stock.
(c) Except as set forth in this Schedule 13D, neither the Reporting
Person nor any other person disclosed in response to Item 2 has effected any
transactions in Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer.
Other than the Voting Agreement described in Item 4, neither the
Reporting Person nor any other person disclosed in response to Item 2 is a party
to any contracts, arrangements or understandings with respect to securities of
the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement and Plan of Merger, dated as of February 21,
2001, among Oshman's Sporting Goods, Inc., Gart Sports Company and GSC
Acquisition Corp. (incorporated herein by reference to Exhibit 99.1 to the
Reporting Person's Current Report on Form 8-K, dated February 21, 2001).
Exhibit B. Voting Agreement, dated as of February 21, 2001, by and
between Oshman's Sporting Goods, Inc. and Green Equity Investors, L.P.
(incorporated herein by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K, dated February 22, 2001).
3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: April 2, 2001
"Reporting Person"
OSHMAN'S SPORTING GOODS, INC.
/s/ Steven U. Rath
-----------------------------------------------
Name: Steven U. Rath
Title: Executive Vice President and Secretary
4