Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 16 2014 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
SPORT CHALET,
INC.
(Name of Subject Company)
SPORT CHALET,
INC.
(Name of Persons Filing Statement)
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Class A Common Stock, $0.01 par value
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Class B Common Stock, $0.01 par value
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(Title of Class of Securities)
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(Title of Class of Securities)
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849163 20 9
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849163 30 8
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(CUSIP Number of Class of Securities)
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(CUSIP Number of Class of Securities)
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Howard K. Kaminsky
Executive Vice President-Finance,
Chief Financial Officer and Secretary
Sport Chalet, Inc.
One
Sport Chalet Drive
La Canada, California 91011
(818) 949-5300
(Name,
address and telephone numbers of person authorized to
receive notices and communications on behalf of the persons filing statement)
With a copy to:
Peter M. Menard, Esq.
Jason R. Schendel, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 43
rd
Floor
Los Angeles, California 90071
(213) 620-1780
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 3 (Amendment No. 3) to the
Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on July 3, 2014 (together with any amendments and
supplements thereto, the Schedule 14D-9) by Sport Chalet, Inc., a Delaware corporation (the Company).
All
capitalized terms used in this Amendment No. 3 and not otherwise defined have the respective meanings ascribed to them in the Schedule 14D-9.
Item 8.
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Additional Information.
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The information set forth in Item 8 Additional
InformationCertain Litigation of the Schedule 14D-9 is hereby amended and restated in its entirety to read as follows:
Certain
Litigation
Between July 9 and July 15, 2014, four plaintiffs filed purported class action
lawsuits against Sport Chalet, its directors, Parent and Purchaser in connection with the proposed acquisition of the publicly owned shares of Sport Chalet by Parent and Purchaser (the Proposed Transaction) in the Superior Court of the
State of California for the County of Los Angeles, captioned
Barry Lieberman v. Sport Chalet, Inc. et al
., Case No. BC551232 (July 9, 2014),
Enrique Grossmann v. Sport Chalet, Inc. et al.
, Case No. BC551440
(July 11, 2014),
David Stec v. Sport Chalet, Inc. et al.
, Case No. BC551574 (July 14, 2014), and
Graeco Inc. v. Sport Chalet, Inc. et al
., Case No. BC551746 (July 15, 2014). Versa Capital Management, LLC was
also named as a defendant by the plaintiffs in the
Barry Lieberman
,
David Stec
and
Graeco Inc
. cases. The plaintiff in each case alleges that the Sport Chalet directors breached their fiduciary duties to Sport Chalet
stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell Sport Chalet through an allegedly flawed process and for inadequate consideration. Each plaintiff also alleges that the directors breached their
fiduciary duties with respect to the contents of the tender offer solicitation/recommendation materials on Schedule 14D-9. Each of the lawsuits seeks, among other things, equitable relief that would enjoin the consummation of the Proposed
Transaction, rescission of the Proposed Transaction (to the extent it has already been implemented) and attorneys fees and costs.
-1-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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SPORT CHALET, INC.
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By:
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/s/ Howard K. Kaminsky
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Howard K. Kaminsky
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Executive Vice President Finance, Chief
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Financial Officer and Secretary
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Dated: July 16, 2014
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