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Big 5 Sporting Goods Schedule 13G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)1

Big 5 Sporting Goods Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

08915P 10 1

(CUSIP Number)

June 25, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]   Rule 13d-1(b)
[   ]   Rule 13d-1(c)
[X]   Rule 13d-1(d)

    1The 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 (“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).

 

 

         
CUSIP No. 08915P 10 1   13G   Page 2 of 9 Pages
         
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Robert W. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        [     ]
(b)        [ X ]
3. SEC USE ONLY  
         
4. CITIZENSHIP OR PLACE OF ORGANIZATION
  United States
    5. SOLE VOTING POWER  
NUMBER OF   0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY   8,302,521
EACH
REPORTING 7. SOLE DISPOSITIVE POWER  
PERSON   0
WITH
    8. SHARED DISPOSITIVE POWER  
      876,548
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  8,302,521(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  
        [   ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  37.4% based on 22,178,018 shares of Common Stock outstanding as of November 13, 2002, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2002.
12. TYPE OF REPORTING PERSON*  
  IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

         
CUSIP No. 08915P 10 1   13G   Page 3 of 9 Pages
         
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Florence H. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        [     ]
(b)        [ X ]
3. SEC USE ONLY  
         
4. CITIZENSHIP OR PLACE OF ORGANIZATION
  United States
    5. SOLE VOTING POWER  
NUMBER OF   0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY   8,302,521
EACH
REPORTING 7. SOLE DISPOSITIVE POWER  
PERSON   0
WITH
    8. SHARED DISPOSITIVE POWER  
      876,548
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  8,302,521(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  
        [   ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  37.4% based on 22,178,018 shares of Common Stock outstanding as of November 13, 2002, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2002.
12. TYPE OF REPORTING PERSON*  
  IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

         
CUSIP No. 08915P 10 1   13G   Page 4 of 9 Pages

Item 1.

     The name of the issuer is Big 5 Sporting Goods Corporation. The address of the principal executive offices of the issuer is 2525 East El Segundo Boulevard, El Segundo, California 90245.

Item 2.

  (a)   Name of Persons Filing:
 
      This statement on Schedule 13G is being filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, by Robert W. Miller and Florence H. Miller (the “Reporting Persons”).
 
  (b)   Address of Principal Business Office or, if none, Residence:
 
      The address of each of the Reporting Persons is c/o Big 5 Sporting Goods Corporation, 2525 East El Segundo Boulevard, El Segundo, California 90245
 
  (c)   Citizenship:
 
      Each of the Reporting Persons is a citizen of the United States of America.
 
  (d)   Title of Class of Securities:
 
      Common Stock, par value $.01 per share
 
  (e)   CUSIP Number: 08915P 10 1

Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a)   [   ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b)   [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   [   ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d)   [   ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
  (e)   [   ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

         
CUSIP No. 08915P 10 1   13G   Page 5 of 9 Pages

  (f)   [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
  (h)   [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   [ ]Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.   Ownership.

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

  (a)   Amount beneficially owned: 8,302,521.
 
  (b)   Percent of class: 37.4% based on 22,178,018 shares of Common Stock outstanding as of November 13, 2002, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2002.
 
  (c)   Number of shares as to which the person has:

      (i) Sole power to vote or to direct the vote 0.
 
      (ii) Shared power to vote or to direct the vote 8,302,521.
 
      (iii) Sole power to dispose or to direct the disposition of 0 .
 
      (iv) Shared power to dispose or to direct the disposition of 876,548.

     Of the shares beneficially owned by the Reporting Persons, 352,316 shares are owned by the Robert W. and Florence H. Miller Family Trust dated January 11, 1991, as restated November 19, 1997, and 524,232 shares are owned by Robert W. and Florence H. Miller Family Partners, L.P. Each of the Reporting Persons is a trustee of the Robert W. and Florence H. Miller Family Trust and a general partner of Robert W. and Florence H. Miller Family Partners, L.P.

     Robert W. Miller entered into an amended and restated stockholders agreement with the Issuer, Green Equity Investors, L.P. and Steven G. Miller, which agreement is on file as

 

 

         
CUSIP No. 08915P 10 1   13G   Page 6 of 9 Pages

Exhibit 10.1 to Amendment No. 2 to the Issuer’s Form S-1, filed with the Securities and Exchange Commission on June 5, 2002. Under the amended and restated stockholders agreement, Green Equity Investors, L.P. may designate one member for nomination to the Issuer’s board of directors so long as it beneficially owns at least 5% of the Issuer’s outstanding shares of common stock. Robert W. Miller and Steven G. Miller have agreed to vote all of their common stock, including stock held by any of their affiliates (as defined in the amended and restated stockholders agreement), in favor of electing Green Equity Investors, L.P.’s nominee. If Robert W. Miller or Steven G. Miller is nominated for election to the Issuer’s board of directors, Green Equity Investors, L.P. has agreed to vote all of its shares in favor of electing both of them. The amended and restated stockholders agreement terminates when Green Equity Investors, L.P. beneficially owns less than 5% of the Issuer’s outstanding common stock.

     Under the terms of the amended and restated stockholders agreement, the Reporting Persons may be deemed to share voting power over the 1,215,000 shares beneficially owned by Mr. Steven G. Miller and the 6,210,973 shares beneficially owned by Green Equity Investors, L.P. However, the Reporting Persons disclaim beneficial ownership of such shares.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.   Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

     Not applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

     Not applicable.

Item 8.   Identification and Classification of Members of the Group

     Not applicable.

Item 9.   Notice of Dissolution of Group

     Not applicable.

 

 

         
CUSIP No. 08915P 10 1   13G   Page 7 of 9 Pages

Item 10.   Certifications

     Not applicable.

     
Exhibits    
   
Exhibit 99.1   Agreement Regarding Joint Filing of Statements on Schedule 13G

 

 

         
CUSIP No. 08915P 10 1   13G   Page 8 of 9 Pages

SIGNATURE

     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.

     
    1-22-03
   
    (Date)
     
     
    /s/ Robert W. Miller
   
    Robert W. Miller
     
    1-22-03
   
    (Date)
     
     
    /s/ Florence H. Miller
   
    Florence H. Miller

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations.

(See 18 U.S.C. 1001)

 

Exhibit 99.1, SC 13G, Big Five Sporting Goods
 

         
CUSIP No. 08915P 10 1   13G   Page 9 of 9 Pages

EXHIBIT 99.1

AGREEMENT REGARDING JOINT FILING
OF STATEMENTS ON SCHEDULE 13G

     This Agreement Regarding Joint Filing of Statements on Schedule 13G dated as of January 22, 2003 (the “Agreement”) will confirm the agreement by and between the undersigned that the Statement on Schedule 13G filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of Common Stock of Big 5 Sporting Goods Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

     The undersigned further agree that each party hereto retains responsibility, as required by the Securities and Exchange Commission’s regulations, for the timely filing of any and all Schedules 13G and any amendments thereto and for the completeness and accuracy of the information concerning such party. Each of the undersigned is not responsible, however, for the completeness and accuracy of the information concerning the other party hereto, unless such party knows or has reason to believe that such information is inaccurate.

     The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

     Each of the undersigned disclaims the existence of a “group” with any other party, and as between any and all entities which may beneficially own directly the securities which may be reported in one or more Schedules 13G pursuant hereto, except as otherwise expressly stated in such Schedules.

     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     
    /s/ Robert W. Miller
   
    Robert W. Miller
     
     
    /s/ Florence H. Miller
   
    Florence H. Miller