X0206 3 2014-06-30 0 0000892907 SPORT CHALET INC SPCH 0001613118 Versa Fund Management, LLC CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001613119 Versa Capital Group, LLC CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001560010 Segall Gregory L CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001559669 Halpern Paul CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001613159 French Raymond C. CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001613181 Quinn William R. CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001613161 Lorry David S. CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 0001613312 Kennedy Thomas Aquinas CIRA CENTRE 2929 ARCH STREET PHILADELPHIA PA 19104 0 0 1 0 Class A Common Stock, par value $0.01 per share 0 I See footnotes Class B Common Stock, par value $0.01 per share 0 I See footnotes On June 30, 2014, Sport Chalet, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vestis Retail Group, LLC, a Delaware limited liability company ("Parent"), and Everest Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser has commenced a cash tender offer (the "Offer") to acquire all of the shares of Issuer's Class A Common Stock, par value $0.01 per share ("Class A Stock") and Class B Common Stock, par value $0.01 per share ("Class B Stock") for a purchase price of $1.20 per share in cash (as such price may be reduced pursuant to the Merger Agreement, the "Offer Price"). Versa Fund Management, LLC and the other persons named above, as well as the persons named in the Form 3 filed concurrently herewith on behalf of Parent, Purchaser and certain other parties, may be deemed to have shared voting power of 64.0% and 60.2% of the Issuer's outstanding Class A Stock and Class B Stock, respectively (based on Issuer's outstanding common stock as of June 30, 2014 as represented by Issuer in the Merger Agreement), pursuant to the terms and conditions of the Tender and Support Agreements ("Support Agreements") and the Stock Purchase Agreement ("Stock Purchase Agremeent"), each dated June 30, 2014, and each by and among Purchaser, Parent and certain stockholders of the Issuer (the "Stockholders"). (Continued from footnote 2) For additional information regarding the Merger Agreement, the Support Agreements and the Stock Purchase Agreement, please see the Schedule 13D filed by Parent with the SEC on July 10, 2014. Neither Parent nor Purchaser has any pecuniary interest in any common stock of Issuer held by the Stockholders, and each expressly disclaims beneficial ownership of any shares of the Class A Stock or Class B Stock of Issuer covered by the Support Agreements and Stock Purchase Agreement. This report is neither an offer to purchase nor a solicitation of an offer to sell shares of Issuer. Parent and Purchaser have filed a tender offer statement with the Securities and Exchange Commission ("SEC"), and have mailed or will mail an offer to purchase, forms of letter of transmittal and related documents to Issuer stockholders. Issuer has filed with the SEC, and has mailed or will mail to Issuer stockholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer, and stockholders of Issuer are urged to read them carefully and in their entirety. (Continued from footnote 4) Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson Inc., the Information Agent for the Offer, which may be contacted at 480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310 or by telephone at (866) 856-6388. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, this Form 3 is being filed by the above-named persons jointly with an additional Form 3 dated as of the same date filed by Vestis Retail Group, LLC, Everest Merger Sub, Inc., Vestis Retail Financing, LLC, Vestis Retail Holdings, LLC, Collis EMS Investments II, LLC, Collis EMS Investments II-A, LLC, Versa Capital Fund II, L.P., Versa Capital Fund II-A, L.P., Versa FGP-II, LP and Versa UGP-II, LLC. Exhibit 24 - Power of Attorney, previously filed as Exhibit E to Vestis Retail Group, LLC's Schedule 13D, filed July 10, 2014, and incorporated herein by reference. /s/ Paul Halpern, as an individual and as Attorney-in-Fact for the above-listed persons 2014-07-10