EXHIBIT 4.2
REGISTERED REGISTERED
NUMBER $___________
R- SPORTS & RECREATION, INC.
4 1/4% Convertible Subordinated Note Due 2000
CUSIP 481386 AA 8
Sports & Recreation, Inc, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the indenture
hereinafter referenced), for value received, hereby promises to pay to:
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or registered assigns, the principal sum of _________________________DOLLARS
On November 1, 2000, and to pay interest thereon from November 4, 1993 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on May 1 and November 1 in each year,
commencing May 1, 1994, until the principal hereof is paid or made available for
payment, at the rate per annum of 4 1/4 % from and including the date of
issuance of this Security until maturity or earlier redemption. The Interest so
payable, and punctually paid or duly provided for, on any interest Payment Date
will, as provided in such indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the April
15 and October 15 (whether or not a Business Day) as the date may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Record Date and may be either paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said indenture. Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company in the Borough of Manhattan, the
City of New York, or at any other office or agency maintained by the Company for
such purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for as purposes have
the same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
NAME CHANGED TO JumboSports Inc.
(Corporate Seal)
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION SPORTS & RECREATION, INC.
This is one of the Securities referred to Attest:
in the within-mentioned Indenture. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST COMPANY, N.A. ------------------------
As Trustee Secretary
By:-------------------------------- By:
Authorized Signatory /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
President
SPORTS & RECREATION, INC.
4 1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2000
This Security is one of a duly authorized issue of Securities of the
Company designated as its 4 1/4 % Convertible Subordinated Notes Due 2000
(herein called the "Securities"), limited in aggregate principal amount to
$65,000,000 (subject to increase as provided in the Indenture up to $74,750,000
aggregate principal amount), issued and to be issued under an Indenture dated as
of November 4, 1993 (herein called the "Indenture"), between the Company and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust Company, N.A., as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee, the holders of Senior Indebtedness and
the Holders of the Securities and of the terms upon which the Securities are,
are to be, authenticated and delivered. Subject to and upon compliance with the
provisions of the Indenture, the Holder of the Security is entitled, at his
option, at any time on or before the close of business on November 1, 2000, or
in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but (unless
the Company defaults in making the payment due upon redemption) not after, the
close of business on the fifth Business Day preceeding the Redemption Date, to
convert this Security (or any portion of the principal amount hereof which is
$1,000 or an integral multiple thereof), at the principal amount hereof, or of
such portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company at a
conversion price equal to $38.25 aggregate principal amount of Securities for
each Share of Common Stock (or at the current adjusted conversion price if an
adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency in the Borough of Manhattan, the City of New York, or at
any other office or agency maintained by the Company for such purpose,
accompanied by written notice to the Company that the Holder hereof elects to
convert this Security, or if less than the entire principal amount hereof is to
be converted, the portion hereof to be converted, and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (unless this Security or the portion thereof being
converted matures prior to such Interest Payment Date), also accompanied by
payment in New York Clearing House or other funds acceptable to the Company of
an amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted. Subject to the aforesaid
requirement for payment and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such
Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. The Company's delivery
to the Holder of the fixed number of shares of Common Stock of the Company (and
any cash in lieu of fractional shares of such Common Stock) into which the
Security is convertible shall be deemed to satisfy the Company's obligation to
pay the principal amount of the Security and all accrued interest and original
issue discount, if any, that has not previously been paid. The Common Stock of
the Company so delivered shall be treated as issued first in payment of accrued
interest and original issue discount, if any, and then in payment of principal.
Thus, accrued interest and original issue discount, if any, shall be treated as
paid rather than canceled, extinguished or forfeited. No fractions of shares or
scrip representing fractions of shares will be issued on conversion, but instead
of any fractional interest the Company shall pay a cash adjustment as provided
in the Indenture. The conversion price is subject to adjustment as provided in
the Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party or the transfer or
lease of its properties and assets substantially as an entirely, the Indenture
shall be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).
The Securities are redeemable, at the Company's option, as a whole or from
time to time in part (in denominations of $1,000 or integral multiples thereof),
on or after November 10, 1996, upon not less than 30 nor more than 60 days
notice mailed to the registered Holder thereof at the redemption prices
(expressed as percentages of principal amount) set forth below, if redeemed
during the 12-month period beginning November 1 of the years indicated:
REDEMPTION
YEAR PRICE
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1997 101.42%
1998 100.71%
and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In the event of redemption or conversion of this Security in part only, a
new Security or Securities for the unredeemed or unconverted portion thereof
will be issued in the name of the Holder thereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.
In the event there shall occur any Change of Control with respect to the
Company, each Holder of Securities shall have the right, at such Holder's option
but subject to the conditions set forth in the Indenture, to require the Company
to purchase on the Change of Control Purchase Date all or any part of such
Holder's Securities at a Change of Control Purchase Price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest to the
Change of Control Purchase Date and in the manner specified in the Indenture.
If an Event of Default shall occur and be continuing, the principal of all
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provisions of this Security or
of the indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert his Security as provided in the
Indenture.
The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
indenture and subject to certain limitations therein set forth. Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York as applied to contracts made
and performed within the State of New York, without regard to principles of
conflicts of laws.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ____Custodian_____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in Act_______________________
common (State)
Additonal abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
To Assign this Security, fill in the form below:
I or we assign and transfer this Security to
_______________________________________________________________________________
whose tax indentification number or social security number is
_______________________________________________________________________________
and whose address is (print or type below, including zip code):
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
I or we irrevocably appoint
__________________________________________________________________________agent
to transfer this Security on the books of the Company. The Agent may substitute
another to act for him.
Date:___________________________________ Your Signature:_______________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:___________________________________________________________
Member firm of the New York Stock Exchange or commercial bank or trust
company having an office in the United States.
CONVERSION NOTICE
To Sports & Recreation, Inc.
The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or the portion (which is $1,000 or an integral
multiple thereof) below designated, into shares of Common Stock of Sports &
Receation, Inc. in accordance with the terms of the Indenture referred to in
this Security, and directs that the shares issuable and deliverable upon
conversion together with any check in payment for fractional shares, be issued
in the name of and delivered to the undersigned registered Holder hereof, unless
a different name has been indicated in the assignment below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto and shall cause the
undersigned's signature to be guaranteed. Any amount required to be paid by the
undersigned on account of interest accompanies this Security.
Portion of Security to be converted ($1,000 or an integral mulitple
thereof): $____________________________
Dated:___________________ Signature (for conversion only):_____________________
If shares of Common Stock are to be issued and registered otherwise than to
the registered Holder named above, please have the above signature guaranteed
and print or typewrite name and address, including zip code, and social security
or other taxpayer identification below:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Date:____________________ Signature:___________________________________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:___________________________________________________________
Member firm of the New York Stock Exchange or commerical bank or trust
company having an office in the United States
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to elect to have this Security purchased by the Company
pursuant to Section 1402 of the Indenture, check the box ___
If you wish to elect to have only part of this Security pruchased by the
Company pursuant to Section 1402 of the Indenture, state the amount:
$_________________________
Date:____________________ Signature:___________________________________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:___________________________________________________________
Member firm of the New York Stock Exchange or commerical bank or trust
company having an office in the United States