UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Dick's Sporting Goods, Inc.
----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------
(Title of Class of Securities)
253393102
--------------------------
(CUSIP Number)
February 17, 2004
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(Date of Event Which Require Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b) (Qualified Investor)
[ ] Rule 13d-1(c) (Passive Investor)
[X] Rule 13d-1(d) (Exempt Investor)
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 the
disclosures provided in a prior cover page.
The information required in 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 (as amended, "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).
Page 1 of 6 pages
SCHEDULE 13G/A
CUSIP No. 253393102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Stack
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania
NUMBER 5. SOLE VOTING POWER 5,919,095(1, 2)
OF SHARES ---------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED ---------
BY EACH 7. SOLE DISPOSITIVE POWER 5,869,095(2)
REPORTING ---------
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH ---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Edward W. Stack - 5,919,095 (1)
(1) Represents 5,681,345 shares of Class B common stock beneficially owned by
Mr. Stack, 50,000 shares of Class B common stock, for which Mr. Stack maintains
sole voting, but not dispositive power (see footnote 2), 2,500 shares of common
stock held by Mr. Stack's minor children, for which Mr. Stack disclaims
beneficial ownership, and 185,250 shares of common stock subject to options that
are currently exercisable, or that will become exercisable, within 60 days of
the filing of this report. On January 15, 2004, Edward Stack entered into a
three-year variable prepaid forward contract. At maturity on or just after
January 16, 2007, Edward Stack will deliver a maximum of 150,000 shares of
common stock (the "Shares") of the Company to the counter party in the
transaction, based upon the closing sale price of the common stock on January
16, 2007. At Mr. Stack's option, he may deliver cash in an amount equivalent to
the value of the required number of shares at maturity. As part of this
transaction, Mr. Stack is required to pledge with the counter party shares of
common stock and/or Class B common stock equal to the number of Shares.
Each share of Class B common stock is convertible into a share of common stock
at any time at the option of the holder. The Class B common stock is also
automatically convertible into common stock under certain circumstances. Holders
of Class B common stock are entitled to 10 votes for each share of Class B
common stock held of record on all matters submitted to a vote of stockholders,
including election of directors. For a full description of the rights of the
Class B common stock see "Description of Capital Stock" in Dick's Sporting
Goods, Inc.'s Registration Statement, as amended, on Form S-1 (File No.
333-96587).
(2) Edward W. Stack maintains sole voting power, but not dispositive power, with
respect to 50,000 shares of Class B common stock held by Richard T. Stack.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Not Applicable.
Page 2 of 6 pages
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.7% (pursuant to Item 4 of Schedule 13G, number represents the
percentage of class and not voting power of shares)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION) IN
Page 3 of 6 pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
Item 1(a). Name of issuer:
Dick's Sporting Goods, Inc.
Item 1(b). Address of issuer's principal executive offices:
200 Industry Drive, RIDC Park West
Pittsburgh, PA 15275
Item 2(a). Name of person filing:
Edward W. Stack.
Item 2(b). Address of principal business office:
c/o Dick's Sporting Goods, Inc.
200 Industry Drive, RIDC Park West
Pittsburgh, PA 15275
Item 2(c). Citizenship:
United States Citizen
Item 2(d). Title of class of securities: Common Stock, par value $.01 per share.
Mr. Stack also is the beneficial owner of Class B common stock, see footnotes 1
and 2.
Item 2(e). CUSIP No.: 253393102
Item 3. If this statement is being filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a: Not applicable.
(a) [ ] Broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940, as amended (the "Investment
Company Act").
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E) of the Exchange Act.
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F) of the Exchange Act.
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act.
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act, as amended.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
Page 4 of 6 pages
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) of the
Exchange Act.
If this statement is filed pursuant to Rule 13d-1(b), check this
box. [ ]
Item 4. Ownership
Item 4(a). Amount beneficially owned:
Edward W. Stack 5,919,095(1)
Item 4(b). Percent of class: 26.7% (pursuant to Item 4 of Schedule 13G,
number represents the percentage of class and not voting power
of shares)
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 5,919,095(1, 2)
---------
(ii) shared power to vote or to direct the vote: 0
---------
(iii) sole power to dispose or to direct the
disposition of: 5,869,095(2)
---------
(iv) shared power to dispose or to direct the
disposition of: 0
---------
(1) Represents 5,681,345 shares of Class B common stock beneficially owned by
Mr. Stack, 50,000 shares of Class B common stock, for which Mr. Stack maintains
sole voting, but not dispositive power (see footnote 2), 2,500 shares of common
stock held by Mr. Stack's minor children, for which Mr. Stack disclaims
beneficial ownership, and 185,250 shares of common stock subject to options that
are currently exercisable, or that will become exercisable, within 60 days of
the filing of this report. On January 15, 2004, Edward Stack entered into a
three-year variable prepaid forward contract. At maturity on or just after
January 16, 2007, Edward Stack will deliver a maximum of 150,000 shares of
common stock (the "Shares") of the Company to the counter party in the
transaction, based upon the closing sale price of the common stock on January
16, 2007. At Mr. Stack's option, he may deliver cash in an amount equivalent to
the value of the required number of shares at maturity. As part of this
transaction, Mr. Stack is required to pledge with the counter party shares of
common stock and/or Class B common stock equal to the number of Shares.
Each share of Class B common stock is convertible into a share of common stock
at any time at the option of the holder. The Class B common stock is also
automatically convertible into common stock under certain circumstances. Holders
of Class B common stock are entitled to 10 votes for each share of Class B
common stock held of record on all matters submitted to a vote of stockholders,
including election of directors. For a full description of the rights of the
Class B common stock see "Description of Capital Stock" in Dick's Sporting
Goods, Inc.'s Registration Statement, as amended, on Form S-1 (File No.
333-96587).
(2) Edward W. Stack maintains sole voting power, but not dispositive power, with
respect to 50,000 shares of Class B common stock held by Richard T. Stack.
Item 5. Ownership of 5 percent or less of a class:
Not Applicable.
Item 6. Ownership of more than 5 percent on behalf of another person:
Not Applicable.
Item 7. Identification and classification of subsidiary which acquired the
security being reported on by the parent holding company or control
person:
Not Applicable.
Page 5 of 6 pages
Item 8. Identification and classification of members of the group:
Not Applicable.
Item 9. Notice of dissolution of the group:
Not Applicable.
Item 10. Certifications:
Not Applicable
Page 6 of 6 pages
SIGNATURE
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After reasonable 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.
Date: February 17, 2004 By: /s/ Edward W. Stack
-----------------------