<PAGE> 


                                  EXHIBIT 99.4

                      CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                               "JumboSports Inc."

                                      AND

                   Sports & Recreation Reincorporation, Inc.


It is hereby certified that:

     1.  The constituent business corporations participating in the merger
herein certified are:

     (i)  JumboSports  Inc.  (the  "Corporation")  (formerly  known as  Sports &
Recreation,  Inc. but which has adopted the new name pursuant to another  merger
of even date herewith with a wholly owned Delaware  subsidiary known as Sports &
Recreation  Macro Sports,  Inc.),  which is  incorporated  under the laws of the
State of Delaware; and

     (ii)            Sports & Recreation Reincorporation, Inc. ("FLORIDA"),
which is a wholly owned subsidiary of the Corporation which is incorporated
under the laws of the State of Florida.

     2. A Plan and Agreement of Merger, as amended, has been approved,  adopted,
certified,  executed  and  acknowledged  by  each of the  aforesaid  constituent
corporations  in  accordance  with the  provisions of Section 253 of the General
Corporation Law of the State of Delaware,  to wit, including the approval of the
shareholders  of the  Corporation  as the non surviving  parent  obtained at the
annual shareholders' meeting of the Corporation on June 12, 1996, and by FLORIDA
in accordance  with the laws of the State of Florida.  A Copy of the resolutions
of the Board of Directors of the Corporation which were approved on December 18,
1996,  when the name of the  Corporation  was still Sports &  Recreation,  Inc.,
which approves such merger and the Plan and Agreement of Merger, as amended,  is
attached hereto as Exhibit A and incorporated by reference herein.

     3. FLORIDA will be the surviving corporation in the merger herein certified
and will continue its  existence as said  surviving  corporation  under the name
JumboSports  Inc.  upon  the  effective  date of  said  merger  pursuant  to the
provisions of the laws of the State of Florida.

     4. The certificate of incorporation of FLORIDA is to be amended and changed
by reason of the merger  herein  certified  by  striking  out Article I thereof,
relating to the name, and by substituting in lieu thereof the following  Article
I:

               The name of the corporation is JumboSports Inc.

     5. The  executed  Plan and  Agreement  of Merger,  as amended,  between the
aforesaid constituent corporations is on file at the principal place of business
of the aforesaid surviving corporation, the address of which is as follows:

               4701 West Hillsborough Avenue
               Tampa, Florida  33614

     6. A copy of the aforesaid Plan and Agreement of Merger,  as amended,  will
be furnished by the aforesaid  surviving  corporation,  on request,  and without
cost, to any stockholder of each of the aforesaid constituent corporations.

     7.  The aforesaid surviving corporation does hereby agree that it may be
served with process in the State of Delaware in any proceeding for enforcement
of any obligation of the Corporation, as well as for enforcement of any


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obligation  of  said  surviving  corporation  arising  from  the  merger  herein
certified  including any suit or other  proceeding to enforce the right, if any,
of any  stockholder of the  Corporation  as determined in appraisal  proceedings
pursuant to the provisions of Section 262 of the General  Corporation Law of the
State of Delaware; does hereby irrevocably appoint the Secretary of State of the
State of Delaware as its agent to accept  service of process in any such suit or
other proceedings; and does hereby specify the following as the address to which
a copy of such process shall be mailed by the Secretary of State of the State of
Delaware:

                    JumboSports Inc.
                    4701 W. Hillsborough Avenue
                    Tampa, FL  33614

     8. The Agreement of Merger between the aforesaid  constituent  corporations
provides that the merger herein  certified shall be effective upon the filing of
this  Certificate  of  Ownership  and Merger with the  Secretary of State of the
State of Delaware  and the filing of Articles  of Merger with the  Secretary  of
State of the State of Florida.


     IN WITNESS  WHEREOF,  the  undersigned  have  caused  this  Certificate  of
Ownership and Merger to be executed effective the 14th day of February, 1997.

                    JumboSports Inc.

                    By: /s/   STEPHEN BEBIS
                       ---------------------------------
                    Name:     Stephen Bebis
                    Title:    Chairman, CEO and President

                    Sports & Recreation Reincorporation, Inc.

                    By: /s/   STEPHEN BEBIS
                       ---------------------------------
                    Name:     Stephen Bebis
                   Title:     Chairman, CEO and President





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