UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Dick's Sporting Goods, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
253393102
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(CUSIP Number)
February 14, 2003
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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 4 pages
SCHEDULE 13G
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 6,742,130 (1), (2)
OF SHARES -------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED -------------
BY EACH 7. SOLE DISPOSITIVE POWER 6,262,805(2)
REPORTING -------------
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH -------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Edward W. Stack - 6,742,130
(1) Represents 5,681,345 shares of Class B common stock beneficially owned by
Mr. Stack, 479,325 shares of Class B common stock, for which Mr. Stack maintains
sole voting, but not dispositive power (see footnote 2), 80,000 shares of common
stock beneficially owned by Mr. Stack, 2,500 shares of common stock held by Mr.
Stack's minor children, for which Mr. Stack disclaims beneficial ownership, and
498,960 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. 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 479,325 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.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
36.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION) IN
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Page 2 of 4 pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
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). Place of Organization:
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 3 of 4 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 6,742,130
Item 4(b). Percent of class: 36.0%
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 6,742,130(1), (2)
-------------
(ii) shared power to vote or to direct the vote: 0
-------------
(iii) sole power to dispose or to direct the disposition of: 6,262,805(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, 479,325 shares of Class B common stock, for which Mr. Stack maintains
sole voting, but not dispositive power (see footnote 2), 80,000 shares of common
stock beneficially owned by Mr. Stack, 2,500 shares of common stock held by Mr.
Stack's minor children, for which Mr. Stack disclaims beneficial ownership, and
498,960 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. 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 479,325 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.
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 4 of 4 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 14, 2003 By: /s/ Edward W. Stack
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