UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
BIG 5 SPORTING GOODS CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
08915P 101
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(CUSIP Number)
NOVEMBER 12, 2004
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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(1)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 ("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 101 13D PAGE 2 OF 7
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Steven G. Miller
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Not applicable.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of 5. SOLE VOTING POWER 21,250
Shares -----------------------------------------------------------
Beneficially 6. SHARED VOTING POWER 1,005,000
Owned by -----------------------------------------------------------
Each 7. SOLE DISPOSITIVE POWER 21,250
Reporting -----------------------------------------------------------
Person With 8. SHARED DISPOSITIVE POWER 1,429,232
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,482
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% based on 22,672,627 shares of Common Stock outstanding as of
October 29, 2004, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarterly period ended September 26, 2004.
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12. TYPE OF REPORTING PERSON
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 08915P 101 13D PAGE 3 OF 7
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Common Stock, par value $.01
per share, of Big 5 Sporting Goods Corporation ("Common Stock"). The principal
executive offices of the Issuer are located at 2525 East El Segundo Boulevard,
El Segundo, California 90245.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement on Schedule 13D is being filed on behalf of
Steven G. Miller (the "Reporting Person"). The Reporting Person is President and
Chief Executive Officer of the Issuer and Chairman of its Board of Directors.
The Reporting Person's business address is c/o Big 5 Sporting Goods Corporation,
2525 East El Segundo Boulevard, El Segundo, California 90245. The Reporting
Person is a citizen of the United States. The Reporting Person has previously
reported his ownership of certain shares of Common Stock covered by this
Schedule 13D on Schedule 13G, as amended.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
In order to secure the assistance of the Reporting Person in making
determinations with respect to potential acquisitions and dispositions of
securities by Robert W. and Florence Miller Family Partners, L.P. (the
"Partnership"), Robert W. Miller and Florence H. Miller, as general partners of
the Partnership, executed a trading authorization dated as of November 12, 2004
(the "Trading Authorization") that, among other things, grants the Reporting
Person the power to acquire and dispose of securities on behalf of the
Partnership, consisting of certain shares of Common Stock owned by the
Partnership, and direct payment of funds from the Partnership's trading account.
The Reporting Person, as an executive officer and director of the Issuer,
has also adopted a trading plan pursuant to Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended (the "10b5-1 Plan"). Shares of Common Stock
owned by The Steven G. Miller and Jacquelyne G. Miller Trust dated September 13,
1990 (the "Trust"), of which the
CUSIP NO. 08915P 101 13D PAGE 4 OF 7
Reporting Person is a co-trustee, may be sold from time to time as provided in
the 10b5-1 Plan, as such may be amended from time to time in accordance with
Rule 10b5-1.
The Reporting Person, directly or indirectly, whether through the Trust,
the Partnership or otherwise, may acquire additional shares of Common Stock from
time to time in open market or private transactions, depending on various
factors, including, without limitation, the price of the Common Stock and stock
market conditions. The Reporting Person, directly or indirectly, whether through
the Trust, the Partnership or otherwise, may determine to dispose of some or all
of his beneficial holdings of the Issuer's securities, whether pursuant to the
10b5-1 Plan or otherwise. The Reporting Person reserves the right to increase or
decrease his holdings on such terms and at such times as each he may decide.
Except as set forth above, the Reporting Person does not have any plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities, or the
disposition of securities, of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted on the
Nasdaq Stock Market Inc.'s National Market;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
CUSIP NO. 08915P 101 13D PAGE 5 OF 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person may be deemed to beneficially own an aggregate of
1,450,482 shares of Common Stock, representing approximately 6.4% of the issued
and outstanding shares of Common Stock (based on 22,672,627 shares of Common
Stock outstanding as of October 29, 2004, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarterly period ended September 26,
2004).
(b) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote: 21,250
(ii) Shared power to vote or to direct the vote: 1,005,000
(iii) Sole power to dispose or to direct the disposition of: 21,250
(iv) Shared power to dispose or to direct the disposition of:
1,429,232
The Partnership, of which the Reporting Person is a limited partner, holds
424,232 shares of Common Stock. Pursuant to the Trading Authorization, the
Reporting Person shares dispositive power with respect to such shares. The
Reporting Person disclaims beneficial ownership in such shares except to the
extent of his pecuniary interest therein.
The Trust holds 1,005,000 shares of Common Stock. The Reporting Person and
Jacquelyne G. Miller are co-trustees of such trust.
The Reporting Person holds options to purchase an aggregate of 21,250
shares of Common Stock that are exercisable within 60 days of the date of this
Statement on Schedule 13D.
(c) Within the 60 days prior to the date of filing of this Statement on
Schedule 13D, the Reporting Person has disposed of an aggregate of 140,000
shares of Common Stock. For each of the dispositions, the transaction date,
number of shares of sold and price per share of are set forth in Exhibit 99.1 to
this Statement on Schedule 13D, which is hereby incorporated by reference herein
in its entirety.
(d) The Partnership, as the owner of certain of the shares of Common Stock
covered by this Statement on Schedule 13D, has the right to receive dividends
from, or the proceeds from the sale of, such shares. When received by the
Partnership, such dividends or proceeds are distributed in accordance with the
terms and conditions of the partnership agreement governing the Partnership.
(e) Not applicable.
CUSIP NO. 08915P 101 13D PAGE 6 OF 7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
The Reporting Person holds an option to purchase 30,000 shares of Common
Stock, at an exercise price of $10.32 per share, granted on February 11, 2003
pursuant to a Stock Option Agreement by and between the Issuer and the Reporting
Person. The option becomes exercisable in 48 equal monthly installments
commencing on the first day of each month beginning March 1, 2003.
The Reporting Person holds an option to purchase 30,000 shares of Common
Stock, at an exercise price of $24.61 per share, granted on February 13, 2004
pursuant to a Stock Option Agreement by and between the Issuer and the Reporting
Person. The option becomes exercisable in 48 equal monthly installments
commencing on the first day of each month beginning March 1, 2004.
Except as set forth above, the Reporting Person does not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including, but not
limited to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Table of Recent Dispositions of Common Stock
Exhibit 99.2 Big 5 Sporting Goods Corporation Stock Option Agreement, by and
between Big 5 Sporting Goods Corporation and Steven G. Miller,
including Grant Notices dated February 11, 2003 and February 11,
2004.
CUSIP NO. 08915P 101 13D PAGE 7 OF 7
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.
November 24, 2004
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Date
/s Steven G. Miller
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Steven G. Miller