SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GART SPORTS COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
366630101
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(CUSIP Number)
Marilyn Oshman
Oshman's Sporting Goods, Inc.
2302 Maxwell Lane
Houston, TX 77023
(713) 928-3171
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2001
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(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).
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SCHEDULE 13D
CUSIP NO. 366630101
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MARILYN OSHMAN
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
NOT APPLICABLE
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
7
NUMBER OF 666,146
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 666,146
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
666,146
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.7%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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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.
(a) Name: Marilyn Oshman.
(b) Business Address: 2302 Maxwell Lane, Houston, Texas 77023.
(c) Principal Occupation: Consultant and Director for Gart Sports
Company, 1000 Broadway, Denver, Colorado 80203.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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
not 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.
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock were acquired by the Reporting
Person upon the closing of the merger by and among the Company, Oshman's
Sporting Goods, Inc. ("Oshman's") and GSC Acquisition Corp. pursuant to the
Agreement and Plan of Merger, dated as of February 21, 2001 by and among said
entities (the "Merger"), which provided for the conversion of each share of
Oshman's common stock held prior to the Merger into $7.00 cash and 0.55 shares
of Company Common Stock.
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Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership (as defined in Rule
13d-3) of the shares of Common Stock, pursuant to the conversion procedure
described in Item 3, as of June 7, 2001 upon the closing of the Merger. At the
present time, the Reporting Person does not have any 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) As of July 17, 2001, the Reporting Person holds 666,146 shares of
Common Stock, constituting approximately 5.7% of the 11,616,037 shares of Common
Stock outstanding as of June 15, 2001.
(b) The Reporting Person has the sole power to vote or to direct the vote
and sole power to dispose or direct the disposition of the 666,146 Shares held
by her. The Reporting Person is one of six trustees of The Oshman Foundation
(the "Foundation"). The trustees of the Foundation are vested with the power to
vote and sell the assets of the Foundation, including 6,491 shares of Company
Common Stock. The Reporting Person disclaims beneficial ownership of shares
owned by the Foundation, and these shares are not included in the total number
of shares owned beneficially or the percentage of outstanding shares owned.
The Reporting Person entered into a registration rights agreement, dated
June 7, 2001, (the "Registration Rights Agreement") with the Company pursuant to
which the Reporting Person, and other stockholders who entered into such
agreement, has the right to make (i) demands that the Company register under
the Securities Act her shares of Company Common Stock and (ii) "piggyback"
requests to the Company that her shares of Company Common Stock be included in
any registration statement relating to an offering of Company equity securities
for the Company's own account or for the account of others. These rights are
subject to certain conditions and limitations that are set forth in the
Registration Rights Agreement.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities of
the Issuer.
Consistent with the merger agreement, the Company has appointed the
Reporting Person to serve on the Company's Board of Directors. Pursuant to a
Consulting Agreement entered into with the Reporting Person, dated June 7, 2001,
the Company has granted to the Reporting Person options to purchase 20,000
shares of Common Stock with an exercise price equal to the market price of
Company Common Stock on June 7, 2001 and vesting at the rate of 10,000 shares
every six months.
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Other than the Registration Rights Agreement described in Item 5(b) and the
transactions described in this Item 6, the Reporting Person is not a party to
any contract, arrangement or understanding with respect to securities of the
Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Registration Rights Agreement, dated as of June 7, 2001,
among Gart Sports Company, Marilyn Oshman, individually and as trustee, Alvin N.
Lubetkin, Judy O. Margolis, individually and as trustee and custodian, Barry M.
Lewis, as trustee, and Edward C. Stanton III, as trustee (incorporated herein by
reference to Annex C to the Company's Form S-4/A, filed May 4, 2001).
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: July 17, 2001
"Reporting Person"
/s/ Marilyn Oshman
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Marilyn Oshman
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