Filed by Gart Sports Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: The Sports Authority, Inc.
Commission File No: 1-13426
DEAR GART SPORTS ASSOCIATE:
I wanted to communicate with you as soon as possible about a very exciting
development for our company. Today we announced our intention to combine with
The Sports Authority. Together, Gart Sports and The Sports Authority will be the
preeminent sporting goods retailer in the U.S., with capabilities and
opportunities on a scale much broader than would have been possible for either
one of our companies on a stand alone basis.
Attached is the press release of our announcement.
The new company will be known as The Sports Authority, and it will be
headquartered here, in Englewood, CO. I will be vice-chairman and chief
executive officer, and Marty Hanaka, The Sports Authority chairman and chief
executive officer, will serve as chairman of the combined company. The
management team of the combined company will be comprised of members of both
Gart Sports and The Sports Authority.
Our management team's initiatives to grow our business and successfully
integrate other sporting goods retail chains have enabled us to significantly
expand and solidify our presence in certain regions of the U.S. They have also
enabled us to significantly enhance our financial results. The Sports Authority,
with its concentration of stores on the East Coast, is a perfect fit for us.
Together, we will be able to increase our economies of scale and expand our
store base into new markets to provide the broadest selection of brand name
sporting apparel, footwear and equipment available at competitive prices for our
customers.
As you know from firsthand experience, the retail industry as a whole has
been experiencing an exceptionally difficult period. Without a strong national
player, the sporting goods consumer who is looking for great selection, great
service and competitive prices is underserved. This merger represents the best
opportunity for both companies to compete successfully against the mass
merchandisers, deep discounters, specialty stores and catalog and Internet-based
retailers. With 385 stores in 45 states, the new company will have the size and
strength to compete with anyone, anywhere in the country and we will be
positioned to serve customers better than ever.
In addition to being an excellent fit from a geographic perspective, Gart
Sports' and The Sports Authority's people and operating philosophies are very
similar. We'll have some of the most talented and experienced managers in
sporting goods and retail working toward the same goals. Together, we have the
strategic, operational and financial resources for success.
A transition team comprised of members of both companies will be established
and one of its tasks will be to assess the skills mix and business needs of the
new company. The team will provide associates with more information as the
integration process gets underway.
This is an outstanding opportunity to create a solid foundation for future
growth in resources, product offerings and career opportunities for the combined
company's people on a national scale. I believe we have an even brighter future
as a result of this combination.
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Thank you for your continued hard work and contributions to our success.
Sincerely,
Doug Morton
Chief Executive Officer
Attachment
The foregoing may contain, in addition to historical information, certain
forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those currently anticipated as a result of a number
of factors, including risks and uncertainties discussed in Gart Sports and
Sports Authority's filings with the Securities and Exchange Commission. Those
risks include, among other things, the competitive environment in the sporting
goods industry in general and in the specific market areas of Gart Sports and
Sports Authority, consumer confidence, changes in discretionary consumer
spending, changes in costs of goods and services and economic conditions in
general, and in the companies' specific market areas, unseasonable weather and
those risks generally associated with the integration of the companies. There
can be no assurance that the merger will close, as to the timing of the closing,
that the companies will be integrated successfully or without unanticipated
costs or that anticipated synergies or other benefits will be realized. The
companies assume no obligation to update any forward-looking statements as a
result of new information or future events or developments.
GART SPORTS AND SPORTS AUTHORITY STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS WHICH WILL BE
FILED BY GART SPORTS AND THE SPORTS AUTHORITY WITH THE SEC. THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE MERGER. When documents are filed with the
SEC, they will be available for free at the SEC's website at www.sec.gov.
Documents are also available for free from the contact persons listed below.
Gart Sports, Sports Authority and their directors, executive officers,
certain members of management and employees, may be deemed to be participants in
the solicitation of proxies in connection with the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of stockholders in connection with the proposed
merger will be set forth in the joint proxy statement/prospectus when it is
filed with the SEC. Reference is also made to the companies' latest annual
reports and annual stockholder's meetings proxy statements as filed with the
SEC, including Gart Sport's Proxy Statement for its Annual Meeting held on
June 7, 2002 and Sports Authority's Proxy Statement for its Annual Meeting held
on May 30, 2002, which may be obtained for free in the manner set forth above.
CONTACTS:
FOR GART SPORTS
Alexandra Elliott
Director of Public Relations
T: (303) 863-2633
[email protected]
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Thomas T. Hendrickson
Executive Vice President and Chief Financial Officer
T: 303-863-2293
FOR THE SPORTS AUTHORITY
George Mihalko
Vice Chairman, Chief Administrative Officer
and Chief Financial Officer
T: 954-677-6360
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