Looks like The Sports Authority and Gart Sports will tie the knot shortly after the preacher asks the shareholder congregation of both companies if anyone knows of any reason why the two may not wed. Barring a last minute run up the aisle by a jilted suitor, we should then see the creation of the countrys first real national sporting goods chain.
Both companies announced last week that the SEC had okayed Garts registration statement for the issuance of shares in connection with the TSA merger. Each company will hold a shareholder meeting on August 4, 2003 to vote for the merger.
A few more tidbits came out of a supplemental filing by Gart last week related to the merger. As previously reported in this newsletter, a number of executives from TSA are expected to receive large pay-outs related to their employment and severance contracts that call for such payments with any “change of control” of the company. The supplemental spelled out the deals.
Upon closing of the merger deal, current TSA chairman and CEO Marty Hanaka will receive in excess of $6.5 million. He will stay with the newly merged company as chairman, but will open a new office in south Florida.
The payments include severance due under change in control severance agreements, pro-rated target bonuses for fiscal 2003 as provided in TSAs Annual Incentive Bonus Plan and pro-rated target performance unit payments for the 2001-03 and 2002-04 performance periods under the Performance Unit Plan. The Supplemental Executive Retirement Plan also provides that retirement annuities vest upon a change in control.
In addition to Mr. Hanaka, Elliott Kerbis, the new president and chief merchant of the combined entity, will receive $2.4 million. TSA vice chair and CAO George Mihalko, who will not stay with the company, will receive $2.1 million and EVP for store ops, Louis-Phillipe Vanier will have a $1.2 million payday when he leaves the company upon completion of the merger.
Todd Weyrich, the new SVP of Integration, gets $975,000 in the deal and Art Quintana, TSAs supply chain SVP, will walk away with $1.3 million.
Of the $10.3 million in lump-sum severance payments for these executives, over $6.9 million is going to people staying with the company.
A few Gart folks will get a little as well for helping get the deal done. Gart CFO Tom Hendrickson, who will be non-Director vice-chair and CFO of the new company, and Gart general counsel Nesa Hassanein, who will be EVP general counsel of the new TSA, will each receive $75,000. Tom Wildenberg, the once and future SVP Finance, gets $60 grand and Greg Waters, who will be store ops head, gets $50k.
>>> Makes you wonder
nah, aint gonna say it…
