-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DXI30mp3XgRhDaq02u36+vv38PE8flmaHlxuy/Um8xgDiIsFU63+VhErlL73napb 1l4sIKBWiRiCya344C3qXQ== 0000905718-00-000100.txt : 20000313 0000905718-00-000100.hdr.sgml : 20000313 ACCESSION NUMBER: 0000905718-00-000100 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000310 GROUP MEMBERS: EMERSON RADIO CORP GROUP MEMBERS: GEOFFREY P. JURICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORT SUPPLY GROUP INC CENTRAL INDEX KEY: 0000872855 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 752241783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41913 FILM NUMBER: 564983 BUSINESS ADDRESS: STREET 1: 1901 DIPLOMAT DRIVE CITY: FARMERS BRANCH STATE: TX ZIP: 75234-8914 BUSINESS PHONE: 972 484 9484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 9738845800 MAIL ADDRESS: STREET 1: NINE ENTIN RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) SPORT SUPPLY GROUP, INC. (Name of Issuer) Common Stock, $.01 par value (Title and Class of Securities) 848915104 (CUSIP Number) Elizabeth J. Calianese, Esq. Emerson Radio Corp. Nine Entin Road Parsippany, New Jersey 07054 (973) 884-5800 with a copy to: John D. Schupper, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 2000 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ___. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. 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). *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 disclosure provided in a prior cover page. CUSIP NO. 848915104 1) Names of Reporting Persons I.R.S. Identification No. of Above Persons (entities only). Emerson Radio Corp. EIN: 22-3285224 2) Check the Appropriate Box if a Member of a Group. (a) |X| (b) |_| ________________ * Includes (i) 1,000,000 shares issuable upon exercise of warrants beneficially owned by Emerson Radio Corp. ("Emerson") and exercisable within 60 days and (ii) 781,000 shares held by Emerson Radio (Hong Kong) Limited, a wholly-owned subsidiary of Emerson ("Emerson HK"). Excludes 200,000 shares issuable upon exercise of options owned by Geoffrey P. Jurick and exercisable within 60 days. Mr. Jurick is the Chairman of the Board and Chief Executive Officer of Sport Supply Group, Inc. ("SSG"). Mr. Jurick beneficially owns approximately 61% of the issued and outstanding shares of Emerson and is the Chairman of the Board, Chief Executive Officer and President of Emerson, and, therefore, may be deemed to control Emerson. As a result of such control, Mr. Jurick may be deemed to beneficially own the shares of SSG beneficially owned by Emerson. Each of Emerson and Mr. Jurick disclaims beneficial ownership of the shares of SSG beneficially owned by the other. 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) Not Applicable 6) Citizenship or Place of Organization Delaware Number of shares beneficially owned by each reporting person with: 7) Sole Voting Power 3,381,000* 8) Shared Voting Power 0 9) Sole Dispositive Power 3,381,000* 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,381,000* 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13) Percent of Class Represented by Amount in Row (11) 40.7% 14) Type of Reporting Person CO, HC 1) Names of Reporting Persons I.R.S. Identification No. of Above Persons (entities only). Geoffrey P. Jurick 2) Check the Appropriate Box if a Member of a Group. (a) |X| (b) |_| 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) Not Applicable 6) Citizenship or Place of Organization Germany Number of shares beneficially owned by each reporting person with: 7) Sole Voting Power 200,000* 8) Shared Voting Power 0 9) Sole Dispositive Power 200,000* 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned By Each Reporting Person 200,000* 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13) Percent of Class Represented by Amount in Row (11) 2.7% 14) Type of Reporting Person IN ________________ * Represents 200,000 shares issuable upon exercise of options owned by Mr. Jurick and exercisable within 60 days. Mr. Jurick is the Chairman of the Board and Chief Executive Officer of SSG. Mr. Jurick beneficially owns approximately 61% of the issued and outstanding shares of Emerson and is the Chairman of the Board, Chief Executive Officer and President of Emerson, and, therefore, may be deemed to control Emerson. As a result of such control, Mr. Jurick may be deemed to beneficially own the 3,381,000 shares of SSG beneficially owned by Emerson. Mr. Jurick disclaims beneficial ownership of the shares of SSG beneficially owned by Emerson. Emerson Radio Corp. ("Emerson") and Geoffrey P. Jurick (together, the "Reporting Persons") hereby amend the Schedule 13D of Emerson (as previously amended as of the date hereof, the "Schedule 13D") relating to the shares of common stock, par value $.01 per share (the "Common Stock"), of SSG as follows: Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended by adding thereto the following: The following individuals are no longer officers or directors of Emerson: Eugene I. Davis, Raymond L. Steele, Eddie Rishty, and Kitty Chan. The following individuals are now officers or directors of Emerson: Stephen H. Goodman is a Director of Emerson. Mr. Goodman is also President, Chief Executive Officer and a Director of the Singer Company, N.V., an international manufacturer and distributor of consumer and industrial sewing machines and a global retailer and distributor of other consumer durable products. Mr. Goodman's principal business address is 915 Broadway, 18th Floor, New York, New York 10010. Mario Andriani is President of Emerson Radio Consumer Products Corporation, a wholly-owned subsidiary of Emerson. Mr. Andriani's principal business address is c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054. Christina A. Iatrou is Assistant Secretary and Assistant General Counsel of Emerson. Ms. Iatrou's principal business address is c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054. None of the above individuals have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. The background information for Geoffrey P. Jurick, Robert H. Brown, Peter G. Bunger, Jerome H. Farnum, John P. Walker and John J. Raab is hereby amended by deleting such information in its entirety and substituting the following therefor: Geoffrey P. Jurick is Chairman of the Board, Chief Executive Officer and President of Emerson and a Director of Emerson HK. Mr. Jurick's principal business address is c/o Emerson HK, 705-711 Tower #2, The Gateway, 25-27 Canton Road, Kowloon, Hong Kong. Robert H. Brown is a Director of Emerson. Mr. Brown is President and Chief Executive Officer of Frost Securities, Inc., an investment banking firm. Mr. Brown's principal business address is c/o Frost Securities, Inc., 2727 N. Harwood, Dallas, Texas 75201-1515. Peter G. Bunger is a Director of Emerson. Mr. Bunger's principal occupation is as consultant to Savarina AG, a portfolio management monitoring firm. Mr. Bunger's principal business address is c/o Savarina AG, Clarinden Strasse 22, C-H 8027, Zurich, Switzerland. Jerome H. Farnum is a Director of Emerson. Mr. Farnum's principal occupation is as an independent business and financial consultant. Mr. Farnum's address is 17 Hampshire Place, Monroe Township, New Jersey 08831. John P. Walker is Executive Vice President and Chief Financial Officer of Emerson. Mr. Walker's principal business address is c/o Emerson, 1901 Diplomat Drive, Dallas, Texas 75234. John J. Raab is Senior Vice President - International of Emerson and a Director of Emerson HK. Mr. Raab's principal business address is c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended by adding thereto the following: Through a series of ordinary open market purchases in February and March 2000, Emerson HK acquired an aggregate of 111,500 shares of Common Stock for a total purchase price of $810,842. The purchase price was paid out of Emerson HK's working capital. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by deleting such Item in its entirety and substituting the following therefor: The Reporting Persons intend to continue to review from time to time their positions with respect to the shares of Common Stock owned by them, and may, depending on the circumstances then existing, including their evaluation of the SSG business, assets, operations, the industry in general, economic conditions, prevailing market prices for the Common Stock, investment opportunities of Emerson and other factors, determine to increase, decrease or dispose of the ownership of the Common Stock. Except for the transactions described in this Schedule 13D, as of the date hereof, neither of the Reporting Persons has any plan or proposal relating to: (a) The acquisition by any person of additional securities of SSG, or the disposition of securities of SSG; (b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving SSG or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of SSG or any of its subsidiaries; (d) A change in the present board of directors or management of SSG, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) A material change in the present capitalization or dividend policy of SSG; (f) One or more other material changes in SSG's business or corporate structure; (g) Changes in SSG's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of SSG by any person; (h) Causing a class of securities of SSG to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of SSG becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. Based upon information set forth in SSG's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2000, as of February 10, 2000, there were 7,267,108 shares of Common Stock issued and outstanding. As of March 9, 2000, Emerson beneficially owned 3,381,000 shares of Common Stock, including (i)1,000,000 shares issuable upon exercise of warrants owned by Emerson and exercisable within 60 days and (ii) 781,000 shares of Common Stock held by Emerson Radio (Hong Kong) Limited ("Emerson Hong Kong"), a wholly-owned subsidiary of Emerson, or 40.7% of the total outstanding Common Stock. Emerson is deemed to beneficially own the shares of Common Stock held by Emerson Hong Kong. Emerson has sole voting and dispositive power with respect to the 3,381,000 shares. As of March 9, 2000, Mr. Jurick beneficially owned 200,000 shares of Common Stock issuable upon exercise of options owned by Mr. Jurick within 60 days, or 2.7% of the total outstanding Common Stock. Mr. Jurick has sole voting and dispositive power with respect to these shares of Common Stock. Mr. Jurick beneficially owns approximately 61% of the issued and outstanding shares of Emerson and is the Chairman of the Board, Chief Executive Officer and President of Emerson. As a result of such control, Mr. Jurick may be deemed to beneficially own the 3,381,000 shares of Common Stock beneficially owned by Emerson. Each of Emerson HK and Mr. Jurick disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other. During the past 60 days, Emerson purchased an aggregate of 111,500 shares of Common Stock on the dates and at the prices set forth below. All of such purchases were effected in ordinary open market transactions. Date No. of Shares Price/Share 2/1/00 2,500 $ 6.250 2/1/00 2,500 $ 6.375 2/2/00 5,000 $ 6.500 2/3/00 5,000 $ 6.750 2/3/00 5,000 $ 6.750 2/4/00 600 $ 6.938 2/4/00 2,400 $ 7.313 2/4/00 2,000 $ 7.250 2/7/00 100 $ 7.375 2/8/00 3,000 $ 7.563 2/8/00 200 $ 7.625 2/10/00 5,800 $ 7.500 2/10/00 1,000 $ 7.350 2/14/00 4,500 $ 7.250 2/15/00 5,000 $ 7.250 2/16/00 2,000 $ 7.000 2/16/00 2,000 $ 7.063 2/18/00 2,000 $ 6.875 2/18/00 1,000 $ 7.000 2/22/00 5,000 $ 7.000 2/23/00 5,000 $ 7.000 2/24/00 11,500 $ 6.970 2/28/00 2,500 $ 7.125 2/29/00 21,900 $ 7.662 3/3/00 14,000 $ 8.125 ------ ------ 111,500 $810,842 No other person is known to the Reporting Persons to have the right to receive or power to direct dividends from, or proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons, except for 500,000 shares of Common Stock pledged to Emerson's senior secured lender. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is amended by adding thereto the following: (8) Joint Filing Agreement dated as of March 9, 2000 by and between Emerson Radio Corp. and Geoffrey P. Jurick. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: March 9, 2000 EMERSON RADIO CORP. By: /s/Geoffrey P. Jurick ___________________________ Name: Geoffrey P. Jurick Title: Chairman of the Board, Chief Executive Officer and President /s/Geoffrey P. Jurick ___________________________ Geoffrey P. Jurick ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001) EXHIBIT INDEX Page No. In Sequential Numbering Exhibit No. Exhibit Name System (9) Joint Filing Agreement dated as of March 9, 2000 by and between Emerson Radio Corp. and Geoffrey P. Jurick Exhibit 9 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D filing herewith relating to the shares of common stock of Sport Supply Group, Inc. is filed jointly on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: March 9, 2000 EMERSON RADIO CORP. By: /s/Geoffrey P. Jurick __________________________ Name: Geoffrey P. Jurick Title: Chairman of the Board, Chief Executive Officer and President /s/Geoffrey P. Jurick __________________________ Geoffrey P. Jurick -----END PRIVACY-ENHANCED MESSAGE-----