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Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant o

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Preliminary Proxy Statement



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material Pursuant to §240.14a-12


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:

    (2)   Aggregate number of securities to which transaction applies:

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    (4)   Proposed maximum aggregate value of transaction:

    (5)   Total fee paid:



Fee paid previously with preliminary materials.



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.





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    (2)   Form, Schedule or Registration Statement No.:

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        Sports Authority previously filed a definitive proxy statement, dated March 31, 2006, or the proxy statement, with respect to the special meeting of stockholders to be held on May 2, 2006. The following supplements the disclosure included in the proxy statement.


The section of the proxy statement entitled "Special Factors—Opinion of Sports Authority's Financial Advisor" is hereby supplemented as follows:

In the paragraph entitled "Comparable Companies Analysis", the following sentence is hereby inserted immediately following the first sentence of such paragraph:


  2006 P/E
  2006 PEG

Hibbett Sporting Goods, Inc.    24.6x   1.25x   16.4x
Gander Mountain Company   24.2x   1.08x   20.3x
Dick's Sporting Goods, Inc.    19.2x   1.02x   11.4x
Cabela's Incorporated   13.6x   0.88x   9.2x
Big 5 Sporting Goods Corp.    12.8x   0.91x   8.6x
Sport Chalet, Inc.    NM   NA   NA

  Target Name
  Acquiror Name


January 2006   Burlington Coat Factory Warehouse Corp.   Bain Capital LLC   0.59x   7.2x
December 2005   Tommy Hilfiger Corp.   Apax Partners Worldwide, LLP   0.87x   7.9x
November 2005   The J. Jill Group Inc.   Liz Claiborne Inc   0.74x   13.2x
November 2005   Linens 'n Things, Inc.   Apollo Management LP/NRDC Real Estate Advisors I, LLC   0.56x   6.8x
November 2005   Goody's Family Clothing, Inc.   GMM Capital LLC/Prentice Capital Management LP   0.26x   6.6x
September 2005   Party City Corporation   AAH Holdings Corporation   0.64x   11.5x
June 2005   Rafaella Sportswear Inc.   Cerberus Capital Management L.P.   0.91x   NA
May 2005   The Neiman Marcus Group   Texas Pacific Group/Warburg Pincus LLC   1.40x   10.3x
April 2005   ShopKo Stores, Inc.   Sun Capital Partners, Inc.   0.37x   6.3x
April 2005   Brookstone Inc.   OSIM International/JW Childs Associates, LP   0.83x   8.2x
March 2005   Toys "R" Us   Bain Capital LLC/Kohlberg Kravis & Roberts Co./Vornado Realty Trust   0.72x   11.2x
December 2004   Eye Care Centers of America   Moulin International Holdings Limited/Golden Gate Capital   1.16x   8.3x
November 2004   Dollarama Business of S. Rossy Inc. and Dollar A.M.A. Inc.   Bain Capital LLC   1.75x   9.5x
July 2004   Mervyn's LLC   Sun Capital Partners Inc./Cerberus Capital Management L.P.   0.47x   5.9x
July 2004   Duane Reade Inc.   Rex Corner Holdings LLC/Oak Hill Capital Partners L.P.   0.49x   9.7x
June 2004   Galyan's Trading Co.   Dick's Sporting Goods Inc.   0.51x   10.7x
April 2004   Loehmann's Holdings Inc.   Crescent Capital Investments Inc.   0.46x   6.9x
October 2003   General Nutrition Companies, Inc.   Apollo Management L.P.   0.55x   5.8x
February 2003   The Sports Authority, Inc.   Gart Sports Company   0.23x   5.2x
December 2002   Vitamin Shoppe Industries Inc.   Bear Stearns Merchant Banking   1.22x   7.1x
July 2001   The William Carter Co.   Berkshire Partners LLC   0.85x   7.3x
February 2001   Oshman's Sporting Goods, Inc.   Gart Sports Company   0.31x   6.3x
May 2000   Petco Animal Supplies, Inc.   Leonard Green & Partners, L.P./Texas Pacific Group   0.57x   6.3x
The section of the proxy statement entitled "Special Factors—Background of the Merger" is hereby supplemented as follows:

The following sentence is hereby inserted after the first sentence of the fourth paragraph:
The section of the proxy statement entitled "Special Factors—Interest of Officers and Directors in the Merger" is hereby supplemented as follows:

The following sentence is hereby inserted at the end of the paragraph entitled "Special Committee Fees":
The section entitled "Special Factors—Litigation" is hereby supplemented by adding the following the end of such section:

Forward-Looking Statements

        This document includes statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding benefits of the proposed transactions, expected cost savings and anticipated future financial operating performance and results, including estimates of growth. These statements are based on the current expectations of management of Sports Authority. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, (1) Sports Authority may be unable to obtain shareholder approval required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs or unexpected liabilities; (4) the businesses of Sports Authority may suffer as a result of uncertainty surrounding the transaction; and (5) Sports Authority may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of Sports Authority are set forth in its filings with the Securities and Exchange Commission ("SEC"), which are available at http://www.sportsauthority.com. Unless required by law, Sports Authority undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

        In connection with the proposed transaction, a definitive proxy statement of Sports Authority and certain other materials have been, and certain other materials may be, filed with U.S. Securities and Exchange Commission. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SPORTS AUTHORITY AND THE PROPOSED TRANSACTION. Investors can to obtain a free copy of the definitive proxy statement as well as other filed documents containing information about Sports Authority at http://www.sec.gov, the SEC's free internet site. Free copies of Sports Authority's SEC filings are also available on Sports Authority's internet site at http://www.sportsauthority.com.

Participants in the Solicitation

        Sports Authority and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Sports Authority's stockholders with respect to the proposed transaction. Information regarding the officers and directors of Sports Authority is included in the definitive proxy statement relating to the special meeting of stockholders to be held on May 2, 2006, filed with the SEC on March 31, 2006, as well as in its proxy statement for its 2005 annual meeting, filed with the SEC on April 27, 2005.