Olberz Norbert J, et al. · SC 13D/A · Sport Chalet Inc · On 10/3/05

Filed On 10/3/05 5:25pm ET   ·   SEC File 5-42862   ·   Accession Number 1144204-5-30694

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          10     40K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SPORT CHALET, INC.

(Name of Issuer)

 Class B Common Stock, par value $0.01
(Title of Class of Securities)

 849163308

(CUSIP Number)

Su Lian Lu, Esq.
 Sheppard, Mullin, Richter & Hampton LLP
 333 South Hope Street, 48th Floor
 Los Angeles, CA 90071
(213) 620-1780
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)

September 30, 2005
 (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 which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.     

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedules including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

*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           
disclosures provided in a prior cover page.                                     

The information required on 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).                                                                         

SC 13D/A
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SCHEDULE 13D/A

--------------------------------------------------------------------------------
CUSIP No.                          849163308                  Page 2 of 10 Pages
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1         
Norbert J. Olberz                                I.D. No.   
--------------------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             *(a) |X|
                                                                       (b) |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                      
--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                  

N/A                                                         
--------------------------------------------------------------------------------
5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) or 2(e) |_|                                      
--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

United States of America                                    
--------------------------------------------------------------------------------
NUMBER OF          7     SOLE VOTING POWER                            
SHARES                                                            
BENEFICIALLY              0                                             
      OWNED BY       -----------------------------------------------------------
EACH            8     SHARED VOTING POWER                       
REPORTING                                                             
PERSON                 116,328                                    
WITH                                                            
                     -----------------------------------------------------------
9     SOLE DISPOSITIVE POWER    

0                   
                     -----------------------------------------------------------
10    SHARED DISPOSITIVE POWER  

116,328             
--------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

116,328                                                     
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES             
          CERTAIN SHARES*                                                    |_|
--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

6.9%                                                        
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*                                          

IN                                                          
--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D/A

--------------------------------------------------------------------------------
CUSIP No.                          849163308                  Page 3 of 10 Pages
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1         
    Irene M. Olberz                                         I.D. No.
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       *(a)  |X|  
                                                            (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                      
--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                  

N/A                                                         
--------------------------------------------------------------------------------
    5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|                                            
--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

United States of America                                    
--------------------------------------------------------------------------------
7     SOLE VOTING POWER         
NUMBER OF                                                             
SHARES                 0                                          
    BENEFICIALLY     -----------------------------------------------------------
OWNED BY          8     SHARED VOTING POWER                         
EACH                                                            
REPORTING                116,328                                      
PERSON                                                            
        WITH         -----------------------------------------------------------
9     SOLE DISPOSITIVE POWER    

0                   
                     -----------------------------------------------------------
10    SHARED DISPOSITIVE POWER  

116,328             
--------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

116,328                                                     
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN     
           SHARES*                                                           |_|
--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

6.9%                                                        
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*                                          

IN                                                          
--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D/A

--------------------------------------------------------------------------------
CUSIP No.                          849163308                  Page 4 of 10 Pages
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1         
       The Olberz Family Trust                                    I.D. No.
--------------------------------------------------------------------------------
  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           *(a)  |X|
                                                                    (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                      
--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                  

N/A                                                         
--------------------------------------------------------------------------------
    5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|                                            
--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

California                                                  
--------------------------------------------------------------------------------
7     SOLE VOTING POWER         
NUMBER OF                                                             
SHARES                 0                                          
    BENEFICIALLY     -----------------------------------------------------------
OWNED BY          8     SHARED VOTING POWER                         
EACH                                                            
REPORTING                116,328                                      
PERSON                                                            
        WITH         -----------------------------------------------------------
9     SOLE DISPOSITIVE POWER    

0                   
                     -----------------------------------------------------------
10    SHARED DISPOSITIVE POWER  

116,328             
--------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

116,328                                                     
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN     
          SHARES*                                                            |_|
--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

6.9%                                                        
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*                                          

OO                                                          
--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D/A

Item 1. Security and Issuer.                                                    

(a) The name of the issuer is Sport Chalet, Inc. (the "Issuer").    

   (b) The address of the Issuer's principal executive office is One Sport
Chalet Drive, La Canada, CA 91011.                                              

    (c) The title of the class of securities to which this statement relates
is the Class B Common Stock, par value $0.01, of the Issuer (the "Class B Common
Stock"). Pursuant to a recapitalization plan of the Issuer, approved at the     
Issuer's 2005 annual meeting of stockholders, each outstanding share of the     
Issuer's Common Stock ($0.01 par value) was reclassified into 0.25 of a share of
Class B Common Stock on September 20, 2005.                                     

Item 2. Identity and Background.                                                

      The Reporting Persons are filing this amendment to Schedule 13D jointly in
connection with (i) the transfer of 730,613 shares of Class B Common Stock to   
Craig L. Levra, the Issuer's Chairman of the Board, President and Chief         
Executive Officer, and 243,537 shares to Howard K. Kaminsky, the Issuer's       
Executive Vice President and Chief Financial Officer, on September 30, 2005 and 
(ii) the termination of an option to purchase, under certain circumstances, all 
of the shares of the Issuer's common stock held by the Trust (as defined below);
as described in Item 4 and Item 6.                                              

    (a) The Reporting Persons are Norbert J. Olberz, Irene M. Olberz and The
Olberz Family Trust, a revocable grantor trust (the "Trust"). Norbert J. Olberz 
and Irene M. Olberz are co-trustees of the Trust.                               

 (b) The business address of each Reporting Person is One Sport Chalet
Drive, La Canada, CA 91011.                                                     

   (c) The principal business of the Trust is to facilitate the estate and
tax planning objectives of Norbert J. Olberz and Irene M. Olberz. The principal 
business address of the Trust is the principal business address of the Issuer   
set forth in Item 1 hereof. Norbert J. Olberz is the founder, Chairman Emeritus 
and a director of the Issuer. Irene M. Olberz is a homemaker and the spouse of  
Norbert J. Olberz. The principal business address of the Issuer is set forth in 
Item 1 hereof.                                                                  

(d) None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the    
last five years.                                                                

 (e) None of the Reporting Persons was a party to any civil proceeding
during the last five years as a result of which he, she or it has been 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.                             

(f) Norbert J. Olberz and Irene M. Olberz are citizens of the United
States of America. The Trust is a California revocable grantor trust.           

Item 3. Source and Amount of Funds and Other Consideration.                     

Not applicable.                                                     

Item 4. Purpose of Transaction.                                                 

 This Amendment No. 2 to Schedule 13D is being filed to report (i) the
termination of the Option Agreement by and between SC OPTION, LLC, a California 
limited liability company (the "LLC"), and the Reporting Persons under agreement
dated May 6, 1997 and (ii) the transfer to Messrs. Levra and Kaminsky of 730,613
shares and 243,537 shares, respectively, of Class B Common Stock (the           
"Transfer").                                                                    

SC 13D/A
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SCHEDULE 13D/A

 Pursuant to the Option Agreement, Norbert Olberz and Irene Olberz, as
co-trustees of The Olberz Family Trust (the "Trust"), granted to the LLC, an    
option (the "Option") to purchase, under certain circumstances, all of the      
shares of the Issuer's common stock held by the Trust. The members of the LLC   
are the Issuer's executive officers. The Option is exercisable for 365 days from
the date of the death of Norbert Olberz, at an exercise price equal to the      
market price on the date of his death. The LLC and the Trust entered into the   
Option to provide for an orderly transition of control of the Issuer upon the   
death of Norbert Olberz. The termination of the Option Agreement was executed as
of September 30, 2005.                                                          

      On September 30, 2005, the Trust transferred to Messrs. Levra and Kaminsky
730,613 shares and 243,537 shares, respectively, of Class B Common Stock. As a  
result of the Transfer, Messrs. Levra and Kaminsky beneficially owned           
immediately after the Transfer 47.1 % and 17.3 %, respectively, of the Class B  
Common Stock (calculated in accordance with Rule 13d-3 of the Securities        
Exchange Act of 1934, as amended). At the 2005 annual meeting of stockholders,  
the stockholders of the Issuer approved the Transfer.                           

For a description of certain potential advantages, disadvantages and
effects of the Transfer, see the Issuer's definitive proxy statement relating to
the 2005 annual meeting of stockholders filed with the Securities and Exchange  
Commission (the "SEC") on September 1, 2005, and the Issuer's Current Report on 
Form 8-K filed with the SEC on October 3, 2005.                                 

      Except as set forth herein, the Reporting Persons have no current plans or
proposals that relate to or would result in:                                    

(a)   the acquisition or disposition of securities of the Issuer;   

    (b)   an extraordinary corporate transaction involving the Issuer or any
subsidiary;                                             

    (c)   a sale or transfer of a material amount of assets of the Issuer or
any subsidiary;                                         

(d)   any changes in the Issuer's board of directors or management; 

(e)   any material change in the Issuer's capitalization or dividend
policy;                                                 

 (f)   any other material change in the Issuer's business or corporate
structure;                                              

     (g)   changes in the Issuer's charter or bylaws or other actions that may
impede the acquisition of control of the Issuer;        

     (h)   causing the Issuer's securities to cease to be quoted on the Nasdaq
National Market;                                        

(i)   the Issuer's securities becoming eligible for termination of  
         registration pursuant to Section 12g-4 of the Securities Exchange
Act of 1934, as amended; or                             

(j)   any action similar to those enumerated above.                 

While the Reporting Persons have no current plans or proposals with 
respect to the matters described above, except as set forth herein, the         
Reporting Persons are not precluded from making or supporting in the future such
plans or proposals as they believe appropriate. The Reporting Persons may       
consult with each other or act together with respect to the acquisition,        
disposition or voting of the Issuer's securities.                               

SC 13D/A
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SCHEDULE 13D/A

Item 5.  Interest in Securities of the Issuer.                                  

  t 6 0 (a) Norbert J. Olberz, Irene M. Olberz and the Trust each may be
deemed to be the beneficial owner of 116,328 shares of Class B Common Stock, or 
approximately 6.9% of the outstanding Class B Common Stock, by virtue of the    
relationships described in Items 2 and 6 hereof.                                

      (b) The following table provides information as to the number of shares of
Common Stock as to which each person named above in Item 5(a) has sole power to 
vote or direct the vote, shared power to vote or direct the vote, sole power to 
dispose of or direct the disposition of, or shared power to dispose of or direct
the disposition of:                                                             

                                                        [Enlarge/Download Table]

              Name             Power to Vote           Power to Dispose or Direct Disposition
              ----             -------------           --------------------------------------
                         Sole                 Shared        Sole                      Shared 
                         ----                 ------        ----                      ------ 
                                                                                             
Norbert J. Olberz          0                  116,328          0                     116,328 
Irene M. Olberz            0                  116,328          0                     116,328 
The Olberz Family Trust    0                  116,328          0                     116,328 

(c) The only transaction effected in the class Common Stock by the  
Reporting Persons during the past 60 days was the Transfer and the termination  
of the Option Agreement as described herein.                                    

(d) Not Applicable.                                                 

(e) Not Applicable.                                                 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.                                                       

Termination of Option Agreement                                     

See Item 4 above in connection with the termination of the Option   
Agreement.                                                                      

Tax Indemnification Agreement                                       

On September 30, 2005, the Issuer entered into a Tax Indemnification
Agreement (the "Indemnification Agreement") with the Reporting Persons, and     
Craig L. Levra, Chairman and Chief Executive Officer of the Issuer, and Howard  
K. Kaminsky, Chief Financial Officer of the Issuer (collectively, the           
Indemnitors").                                                                  

      Under the Indemnification Agreement, each of the Indemnitors has agreed to
indemnify and hold harmless the Reporting Persons from any federal, state or    
local taxes (plus reasonable legal fees and expenses) incurred by the Reporting 
Persons in connection with the Transfer. Such taxes include any gift taxes,     
transfer taxes, income taxes (including withholding of income taxes) and payroll
taxes (such as FICA, FUTA, SDI and SUI) and any penalties or interest on any    
such taxes. Each Indemnitor's liability under the Indemnification Agreement is  
limited to the value of the shares of Class B Common Stock pledged by him under 
the Pledge Agreement described below.                                           

SC 13D/A
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SCHEDULE 13D/A

Stock Pledge Agreement                                              

   On September 30, 2005, the Issuer entered into a Stock Pledge Agreement
(the "Pledge Agreement") with the Reporting Persons and the Indemnitors.        

Under the Pledge Agreement, each of the Indemnitors has pledged, and
granted a security interest in, certain shares of Class B Common Stock (the     
"Pledge Shares") to the Reporting Persons to secure that Indemnitor's           
obligations to the Reporting Persons under the Indemnification Agreement. Each  
of the Indemnitors may pledge and grant a security interest in the collateral to
any lender to secure the payment of any indebtedness of the Indemnitor to that  
lender, and such pledge and security interest may be senior in priority to the  
pledge and security interest granted to the Reporting Persons under the Pledge  
Agreement. Messrs. Levra and Kaminsky have pledged under the Pledge Agreement   
342,947 shares and 114,316 shares, respectively, of Class B Common Stock. During
the term of the Pledge Agreement, so long as no event of default has occurred   
under the Indemnification Agreement, the Indemnitors have the right to vote the 
Pledge Shares on all corporate questions for all purposes not inconsistent with 
the terms of the Pledge Agreement. Upon the occurrence of an event of default   
under the Indemnification Agreement, the Reporting Persons shall have the option
to exercise all voting powers and other corporate rights pertaining to the      
Pledge Shares, subject to the rights of any lender which may have rights senior 
in priority to the pledge and security interest granted to the Reporting Persons
under the Pledge Agreement.                                                     

     The summary of the Indemnification Agreement and the Pledge Agreement set
forth above should be read in conjunction with, and is qualified in its entirety
by, the full text of these agreements included as exhibits to this Report.      

Item 7. Material to be filed as Exhibits.                                       

Exhibit A   Joint Filing Agreement (previously filed as Exhibit A to
                  Report on Schedule13D of the Reporting Persons (the "Report"),
on December 20, 2002)                       

    Exhibit B   Option Agreement (previously filed as Exhibit C to Amendment
No. 1 to the Report)                        

  Exhibit C   First Amendment to Option Agreement (filed as Exhibit E to
                Amendment No. 2 to the Report on Schedule 13D of the LLC and
               certain executive officers of the Issuer, on June 11, 2004,
and incorporated herein by reference)       

Exhibit D   Powers of Attorney (previously filed as Exhibit D to the
Original Report)                            

   Exhibit E   Tax Indemnification Agreement (filed as Exhibit 99.1 to the
             Issuer's Current Report on Form 8-K filed with the SEC on
          October 3, 2005, and incorporated herein by reference)

Exhibit F   Stock Pledge Agreement (filed as Exhibit 99.2 to the    
             Issuer's Current Report on Form 8-K filed with the SEC on
          October 3, 2005, and incorporated herein by reference)

SC 13D/A
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SCHEDULE 13D/A

SIGNATURES

    After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this amendment to Report on Schedule  
13D is true, complete and correct.                                              

Dated:  October 3, 2005                                                         

                                                                 *
                     ---------------------------------------------
NORBERT J. OLBERZ       

                                                                 *
                     ---------------------------------------------
IRENE M. OLBERZ         

THE OLBERZ FAMILY TRUST 

                     By:                                         *
                              ------------------------------------
  Name:    Norbert J. Olberz
Title:   Co-Trustee     

                     By:                                         *
                              ------------------------------------
Name:    Irene M. Olberz
Title:   Co-Trustee     

*Signed by Howard K. Kaminsky as attorney-in-fact.                              

SC 13D/A
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 EXHIBIT INDEX

 Exhibit A   Joint Filing Agreement (previously filed as Exhibit  A to
        Report on Schedule 13D of the Reporting Persons (the
"Report"), on December 20, 2002)            

     Exhibit B   Option Agreement (previously filed as Exhibit  C to Amendment
No. 1 to the Report)                        

   Exhibit C   First Amendment to Option Agreement (filed as Exhibit  E to
            Amendment No. 2 to Report on Schedule 13D of the LLC and
               certain executive officers of the Issuer, on June 11, 2004,
and incorporated herein by reference)       

 Exhibit D   Powers of Attorney (previously filed as Exhibit  D to the
Original Report)                            

    Exhibit E   Tax Indemnification Agreement (filed as Exhibit  99.1 to the
             Issuer's Current Report on Form 8-K filed with the SEC on
          October 3, 2005, and incorporated herein by reference)

      Exhibit F   Stock Pledge Agreement (filed as Exhibit  99.2 to the Issuer's
               Current Report on Form 8-K filed with the SEC on October 3,
2005, and incorporated herein by reference) 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		5/6/97		5
		12/20/02		8		10			8-K, SC 13D
		6/11/04		8		10
		9/1/05		6					DEF 14A
		9/20/05		5					PRE 14A, DEF 14A, 4, 8-K/A, 8-K
		9/30/05		1		8			8-K, 4, 10-Q
Filed On / Filed As Of		10/3/05		6		10			8-K, SC 13D/A, 4
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