-----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, Ary4lEv0PV1o1E2rsjph95OrkUTVXufvSg7Yb3qw0F7OXLzk6juX6O00FBpfWHQD rnAOy2Qyo8Zr7U2LtvFsnw== 0000950123-99-007128.txt : 19990805 0000950123-99-007128.hdr.sgml : 19990805 ACCESSION NUMBER: 0000950123-99-007128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990804 GROUP MEMBERS: KENNETH S. GROSSMAN GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT LLC /ADV GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND, L.P. 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: 99677648 BUSINESS ADDRESS: STREET 1: 1901 DIPLOMAT DR CITY: FARMERS BRANCH STATE: TX ZIP: 75234 BUSINESS PHONE: 2144849484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0000943457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954521152 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FLR STREET 2: 22ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE ST STREET 2: 22ND FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970210 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) SPORT SUPPLY GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 848915104 (CUSIP Number) Kenneth S. Grossman Kenneth Liang 280 Park Avenue, Suite 39 West Managing Director & General Counsel New York, New York 10017 Oaktree Capital Management, LLC (212) 351-9708 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (213) 830-6300
- -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 1999 - -------------------------------------------------------------------------------- (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(b)(3) or (4), 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 Rule 13d-7(b) 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). 2 CUSIP NO. 84891510 SCHEDULE 13D =============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth S. Grossman =============================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] =============================================================================== 3 SEC USE ONLY =============================================================================== 4 SOURCE OF FUNDS PF =============================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] =============================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York =============================================================================== 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY None OWNED BY EACH REPORTING PERSON WITH ========================================================== 8 SHARED VOTING POWER None ========================================================== 9 SOLE DISPOSITIVE POWER None ========================================================== 10 SHARED DISPOSITIVE POWER None =============================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,100 =============================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] =============================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% =============================================================================== 14 TYPE OF REPORTING PERSON IN =============================================================================== 3 CUSIP NO. 848915104 SCHEDULE 13D =============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, LLC =============================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] =============================================================================== 3 SEC USE ONLY =============================================================================== 4 SOURCE OF FUNDS OO =============================================================================== 5 CHECK BOX 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 403,100 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ========================================================== 8 SHARED VOTING POWER None ========================================================== 9 SOLE DISPOSITIVE POWER 403,100 ========================================================== 10 SHARED DISPOSITIVE POWER None =============================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,100 =============================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] =============================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% =============================================================================== 14 TYPE OF REPORTING PERSON IA;OO =============================================================================== 4 CUSIP NO. 848915104 SCHEDULE 13D =============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Principal Opportunities Fund, L.P. =============================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] =============================================================================== 3 SEC USE ONLY =============================================================================== 4 SOURCE OF FUNDS WC =============================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] =============================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware =============================================================================== 7 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ========================================================== 8 SHARED VOTING POWER None ========================================================== 9 SOLE DISPOSITIVE POWER None ========================================================== 10 SHARED DISPOSITIVE POWER None =============================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,100 =============================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] =============================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% =============================================================================== 14 TYPE OF REPORTING PERSON PN =============================================================================== 5 CUSIP NO. 848915104 This Amendment No. 1 (this "Statement") amends and restates in its entirety the statement on Schedule 13D of Kenneth S. Grossman, Oaktree Capital Management, LLC and OCM Principal Opportunities Fund, L.P. filed with the Securities and Exchange Commission on February 10, 1999. ITEM 1. SECURITY AND ISSUER This Statement relates to common stock, par value $0.01 per share (the "Common Stock") of Sport Supply Group, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 1901 Diplomat Drive, Farmer's Branch, Texas 75234. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) & (f) This Statement is filed on behalf of: (i) Kenneth S. Grossman ("Grossman"); (ii)Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"); and (iii) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership of which Oaktree is the general partner (the "Oaktree Fund"). Grossman and the Oaktree Fund are referred to in this Statement together as the "Investors." (i) Grossman The address of the principal business and principal office for Grossman is 280 Park Avenue, Suite 39 West, New York, New York 10017. The principal business of Grossman is asset management, investment advisory services, and investing in distressed and undervalued public and private securities for his own and affiliated accounts. Grossman is a citizen of the United States of America. (ii) Oaktree The address of the principal business and principal office for Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. The principal business of Oaktree is to provide investment advice and management services to institutional and individual investors. The members and executive officers of Oaktree are listed below. The principal address for each member and executive officer of Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. All individuals listed below are citizens of the United States of America. Executive Officers and Members Howard S. Marks Chairman and Principal Bruce A. Karsh President and Principal Sheldon M. Stone Principal David Richard Masson Principal Larry Keele Principal Russel S. Bernard Principal Stephen A. Kaplan Principal David Kirchheimer Managing Director and Chief Financial and Administrative Officer Kenneth Liang Managing Director and General Counsel
6 CUSIP NO. 848915104 (iii) The Oaktree Fund The address of the principal business and principal office for the Oaktree Fund is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. The principal business of the Oaktree Fund is to invest in entities over which there is a potential for the Oaktree Fund to exercise significant influence. The Oaktree Fund is an investment partnership, and Oaktree is its sole general partner. (See information in section (ii) above regarding Oaktree and its members and executive officers.) The names and addresses of the portfolio managers of the Oaktree Fund are listed below. All individuals listed below are citizens of the United States of America. Bruce A. Karsh 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Stephen A. Kaplan 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (d) & (e) During the last five years, none of Grossman, Oaktree or the Oaktree Fund, nor to the best of their knowledge any of their respective executive officers, directors, general partners, members or portfolio managers (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Oaktree Fund owns 403,100 shares of Common Stock, having paid an aggregate of $3,710,326.89 for such Common Stock. The purchases were made on the open market over a period from February 2, 1998 to June 30, 1998 at per share prices ranging between $7.62 and $10.00 and in blocks ranging between 300 shares and 60,000 shares. All purchases were made from working capital of the Oaktree Fund. Grossman, including family members and affiliated entities, nominally owns 0 shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION The Investors acquired the Common Stock which they own for investment purposes. The Oaktree Fund has entered into (i) an Option Agreement, attached hereto as Exhibit 1.4 and incorporated herein by reference (the "Option Agreement"), with Thomas Hackett, Official Liquidator of Fidenas International Bank Limited, Petra Stelling and Barclays Bank Plc (collectively, the "Creditors"), which if consummated would result in the Oaktree Fund acquiring certain rights held by the Creditors against Geoffrey P. Jurick ("Jurick"), the majority shareholder of Emerson Radio Corp. ("Emerson"), and certain of Jurick's affiliates, pursuant to a Stipulation of Settlement and Order issued by the United States District Court for the District of New Jersey (the "Court") and (ii) a Letter of Intent, attached hereto as Exhibit 1.5 and incorporated herein by reference (the "Letter of Intent"), with Emerson and Jurick, which if consummated would result in the Oaktree Fund acquiring the 2,269,500 shares of Common Stock and the 1,000,000 $7.50 warrants to purchase Common Stock owned by Emerson and the 7 CUSIP NO. 848915104 300,000 $7.50 options to purchase Common Stock owned by Jurick. Consummation of the transactions described in the Option Agreement and the Letter of Intent are subject to a number of conditions described therein. The Oaktree Fund and the other Investors reserve the right to withdraw or modify the Option Agreement and/or the Letter of Intent at any time. Should the Oaktree Fund acquire a controlling stake in the Issuer, it is anticipated that as a result of such acquisition at least a majority of the Issuer's Board of Directors will be nominees of the Investors. Currently the Investors do not anticipate changing any senior members of the Issuer's management but reserve the right, after completion of their due diligence and the transactions contemplated by the Option Agreement and the Letter of Intent, to do so. Oaktree, as the general partner of the Oaktree Fund, will evaluate the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer's Common Stock will be acquired by the Oaktree Fund. The investment strategy of the Oaktree Fund is generally to invest in entities in which there is a potential to exercise significant influence over such entities. Additional shares of Common Stock may be acquired in the open market or in privately negotiated transactions, or some or all of the shares of the Issuer's Common Stock beneficially owned by Oaktree and the Oaktree Fund may be sold. Other than as disclosed herein, Oaktree currently has no agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing review of investment alternatives, Oaktree may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, Oaktree may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, to other shareholders of the Issuer independently or at a regularly scheduled or special meeting of the shareholders or to other third parties regarding such matters. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER (a) Each of the Investors and Oaktree, as general partner of the Oaktree Fund, may be deemed to beneficially own 403,100 shares of Common Stock or 5.5% of the Common Stock outstanding (based on 7,365,774 shares of Common Stock outstanding on May 7, 1999, as reported on the Issuer's Quarterly Report on Form 10-Q filed as of May 17, 1999). To the best of the Investors' and Oaktree's knowledge, none of the other people named in response to Item 2 own any securities of the Issuer. (b) Oaktree, as the general partner of the Oaktree Fund, has discretionary authority and control over all of the assets of the Oaktree Fund pursuant to the partnership agreement for the Oaktree Fund, including the power to vote and dispose of the Issuer's Common Stock held in the name of the Oaktree Fund. Pursuant to a letter agreement among the Investors, dated as of January 7, 1998, Oaktree, as general partner of the Oaktree Fund, and the Oaktree Fund have discretionary authority and control over the investments of the Investors including the securities owned by Grossman, including discretionary authority to vote and dispose of the Issuer's Common Stock held by Grossman. Oaktree and each of the individuals listed in Item 2 disclaims ownership of the shares of the Issuer's Common Stock reported herein and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this statement. (c) None of Grossman, Oaktree nor the Oaktree Fund, and to the best of their knowledge, none of the other people named in response to Item 2 has effected transactions involving the Issuer's Common Stock during the last 60 days. 8 CUSIP NO. 848915104 (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Issuer's Common Stock beneficially owned by Oaktree and the Oaktree Fund, except to the extent that the investment advisory clients of Oaktree and the partners of the Oaktree Fund may have such right subject to the notice, withdrawal and/or termination provisions of advisory and partnership arrangements. No such client or partner has an interest by virtue of such relationship that relates to more than 5% of the Issuer's Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Oaktree, as general partner of the Oaktree Fund, receives a management fee for managing the assets of the Oaktree Fund and has a carried interest in the Oaktree Fund. Also incorporated by reference are the documents printed at Exhibits 1.2 through 1.5 hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following is filed herewith as an Exhibit to this Statement: Exhibit 1.1 A written agreement relating to the filing of the joint filing statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. (Incorporated by reference to Exhibit 1.1 to the Schedule 13D filed on February 10, 1999.) Exhibit 1.2 Letter Agreement, dated as of January 7, 1998, between the Investors. (Portions of this document have been omitted pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 1.2 to the Schedule 13D filed on February 10, 1999.) Exhibit 1.3 Proposal, dated as of December 15, 1998, submitted by the Investors to the Creditors. (Incorporated by reference to Exhibit 1.3 to the Schedule 13D filed on February 10, 1999.) Exhibit 1.4 Option Agreement, dated as of July 30, 1999, among Oaktree and the Creditors. Exhibit 1.5 Letter of Intent, dated as of August 3, 1999, among Oaktree, Emerson and Jurick. 9 CUSIP NO. 848915104 SIGNATURE After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated as of this 3rd day of August, 1999. KENNETH S. GROSSMAN /s/ Kenneth S. Grossman - ------------------------------- By: Kenneth S. Grossman OAKTREE CAPITAL MANAGEMENT, LLC /s/ Kenneth Liang - ------------------------------- By: Kenneth Liang Title: Managing Director and General Counsel OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By: Oaktree Capital Management, LLC Its: General Partner /s/ Kenneth Liang - ------------------------------- By: Kenneth Liang Title: Managing Director and General Counsel 10 CUSIP NO. 848915104 EXHIBIT INDEX
Exhibit Number Description 1.1 A written agreement relating to the filing of the joint filing statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. (Incorporated by reference to Exhibit 1.1 to the Schedule 13D filed on February 10, 1999.) 1.2 Letter Agreement, dated as of January 7, 1998, between the Investors. (Portions of this document have been omitted pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 1.2 to the Schedule 13D filed on February 10, 1999.) 1.3 Proposal, dated as of December 15, 1998, submitted by the Investors to the Creditors. (Incorporated by reference to Exhibit 1.3 to the Schedule 13D filed on February 10, 1999.) 1.4 Option Agreement, dated as of July 30, 1999, among Oaktree and the Creditors. 1.5 Letter of Intent, dated as of August 3, 1999, among Oaktree, Emerson and Jurick.
EX-99.1.4 2 OPTION AGREEMENT 1 Exhibit 1.4 OPTION AGREEMENT THIS AGREEMENT dated as of July 30, 1999 among OAKTREE CAPITAL MANAGEMENT, LLC, a California limited liability company ("Oaktree"), THOMAS HACKETT, OFFICIAL LIQUIDATOR OF FIDENAS INTERNATIONAL BANK LIMITED (the "Fidenas Liquidator"), PETRA STELLING ("Stelling") and BARCLAYS BANK PLC ("Barclays"). WHEREAS the Fidenas Liquidator, Stelling and Barclays (collectively, the "Creditors") are parties to a Stipulation of Settlement and Order (the "Stipulation") with Geoffrey P. Jurick ("Jurick"), Fidenas International Limited L.L.C., Ellison International, Inc., GSE Multimedia Technologies, Inc., f/k/a GSE Electronic Systems, Inc. and Emerson Radio Corp. (collectively, the "Jurick Group") entered in Case Nos. 93-27874/NW through 93-27879, 95-B-2263 and 95-1179, pending in the United States District Court for the District of New Jersey (the "Jersey Cases"); WHEREAS pursuant to the Stipulation 29,152,542 shares of common stock of Emerson Radio Corp. (the "Emerson Shares") are in the custody of the United States District Court for the District of New Jersey to be held as security for amounts payable to the Creditors pursuant to the Stipulation; WHEREAS proceedings (the "Swiss Proceedings") regarding alleged violations of law by Jurick and others, initiated by the District Attorney for the Canton of Zurich, Switzerland are currently pending; WHEREAS Oaktree, on behalf of certain investment limited partnerships (the "Oaktree Funds") as to which it serves as investment manager, is desirous of entering into certain agreements with Emerson Radio Corp. ("Emerson") and Jurick providing for acquisition of the securities of Sport Supply Group, Inc. owned by Emerson and Jurick (the "Sport Agreements"), the consummation of which is conditioned on Oaktree obtaining from the Creditors all of their existing rights against the Jurick Group and releases by the Creditors of the Jurick Group (collectively, the "Creditor Rights"); WHEREAS, based on discussions with Emerson and Jurick, Oaktree is hopeful that it can conclude such agreements within a five month time frame and therefore wishes to secure from the Creditors an option to purchase the Creditor Rights on the terms and conditions set forth below; and WHEREAS, the Creditors are desirous of selling the Creditor Rights to Oaktree on the terms and conditions set forth below and are therefore willing to grant to Oaktree the option described below. NOW, THEREFORE, in order to induce Oaktree to attempt to finalize the Sport Agreements and to make the necessary expenditures to bring such about, and for consideration of $1.00 paid to each Creditor by Oaktree simultaneously with the execution of this Agreement and in consideration of the premises and the agreements contained herein, the parties hereto agree as follows: 1. The Option. (a) The Creditors hereby grant to Oaktree, acting on behalf of the Oaktree Funds, an irrevocable option to purchase the Creditor Rights on the terms and subject to the conditions set forth herein (the "Option"). (b) The Option may be exercised by Oaktree, only in whole, at any time during the period commencing on the date of this Agreement and ending on the date which is five (5) months after the date of this Agreement (the "Expiration Date"). 2 (c) If Oaktree wishes to exercise the Option, it shall send a written notice to the Creditors of its intention to exercise the Option, specifying the place and the time and date of the closing (the "Closing Date") of the purchase (the "Closing"). Such notice shall be provided to the Creditors not less than five (5) business days prior to the Closing Date. (d) At the Closing, each Creditor shall deliver to Oaktree (i) an assignment of such Creditor's rights against each member of the Jurick Group, (ii) a general release of each member of the Jurick Group, dated as of the Closing Date and releasing all claims of such Creditor against each member of the Jurick Group as of the Closing Date, other than the obligations of Jurick under the Stipulation (a) to use his best efforts to re-register the "pink sheet" stock as described in Section 9(d) of the Stipulation and (b) to return to the Fidenas Liquidator the funds previously deposited by the Fidenas Liquidator to secure the appearance of Varick and Jerome Farnum in accordance with Section 10(i) of the Stipulation, (iii) a consent to the release by the United States District Court for the District of New Jersey to Jurick of the Emerson Shares, signed by such Creditor, (iv) a stipulation of dismissal with prejudice of the Jersey Cases, executed by such Creditor, (v) a general release of Oaktree by each Creditor and (vi) except as set forth in Section 1(d)(ii)(b) above, an assignment of all proceeds and rights to proceeds received by such Creditor as a result of the Swiss Proceedings, all of documents (i) through (vi) to be in form and substance reasonably satisfactory to Oaktree. (e) At the Closing, Oaktree shall pay to the Creditors pursuant to the exercise of the Option, by wire transfer, Twenty Million Dollars ($20,000,000) in cash in immediately available funds, divided among the Creditors and paid to such accounts of the Creditors as shall be specified to Oaktree in a writing signed by all of the Creditors, such writing to be received by Oaktree no more than two (2) business days prior to the Closing; provided, however, that if no such specification is received by Oaktree by the required date, Oaktree shall pay such sum to the custody of the U.S. District Court for the District of New Jersey, with reference to the Jersey Cases, for the account of the Creditors, and such payment shall satisfy the payment obligation of Oaktree pursuant to this subsection (e). At the Closing, Oaktree shall also deliver to each Creditor (i) a general release of such Creditor by each member of the Jurick Group and by Oaktree and (ii) a stipulation of dismissal with prejudice of the Jersey Cases, executed by each member of the Jurick Group, both documents described in (i) and (ii) to be in form and substance reasonably satisfactory to the Creditors. (f) The Closing shall be subject to the satisfaction of the following conditions: (i) no court, arbitrator, governmental body, agency or official shall have issued any order, decree or ruling restraining, enjoining or prohibiting the consummation of the purchase and sale of the Creditor Rights pursuant to the exercise of the Option and (ii) the closing of the transactions reflected in the Sport Agreements shall close simultaneously with the closing of the Option exercise. 2. Oaktree Covenants. Oaktree covenants to the Creditors as follows: (a) Oaktree will use its commercially reasonable efforts to attempt to finalize the Sport Agreements and to close the transactions reflected therein as soon as reasonably possible. The Creditors acknowledge that Oaktree's decision to complete such transactions is subject to satisfactory completion, in Oaktree's sole discretion, of its due diligence regarding Sport Supply Group, Inc. (b) If Oaktree determines that the Sport Agreements will not be finalized or that the transactions reflected therein will not close prior to the Expiration Date, it will promptly so notify the Creditors and, thereupon, the Option will expire. (c) While the Option is in existence, Oaktree will, through its counsel, respond to inquiries from the Creditors as to the status of efforts to finalize the Sport Agreements and to close the transactions reflected therein. 3 3. Further Assurances. The Creditors and Oaktree will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as may be reasonably requested for the purpose of effectively carrying out the transactions contemplated by this Agreement. Without limitation of the foregoing, the Creditors agree that, after the Closing, if so requested by a party hereto or Jurick, counsel for each of the Creditors will promptly provide a copy of the releases delivered pursuant to Section 1(d)(ii) and a copy of the assignment delivered pursuant to Section 1(d)(vi) to any Swiss or other courts. 4. Standstill. While the Option is in existence, the Creditors agree not to assign, sell, transfer or impair the Creditor Rights, other than pursuant to exercise of the Option. 5. General Provisions. (a) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (b) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier or sent by telecopier to the addresses listed below or to such other addresses as any party shall specify to the other parties by like notice: To Oaktree: Conor D. Reilly Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166-0193 Telecopier: 212-351-5247 To the Fidenas Liquidator: James E. Tolan Dechert, Price & Rhodes 30 Rockefeller Plaza New York, New York 10112 Telecopier: 212-698-3599 To Stelling: David H. Wollmuth Wollmuth, Maher & Deutsch LLP 500 Fifth Avenue New York, New York 10110 Telecopier: 212-382-0050 To Barclays: Wendy S. Walker Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Telecopier: 212-309-6273 4 (c) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in that state, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 6. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the U.S. District Court for the District of New Jersey, this being in addition to any other remedy to which they are entitled at law or in equity. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their authorized signatories as of the date first written above. OAKTREE CAPITAL MANAGEMENT, LLC By: /s/ Stephen Kaplan ------------------------------------------ Name: Title: By: ------------------------------------------ Name: Title: THOMAS HACKETT, OFFICIAL LIQUIDATOR OF FIDENAS INTERNATIONAL BANK LIMITED /s/ Thomas Hackett ------------------ /s/ Petra Stelling ------------------ PETRA STELLING BARCLAYS BANK PLC By: /s/ Stanley Garulnick ------------------------------------------ Name: Title: EX-99.1.5 3 LETTER OF INTENT 1 Exhibit 1.5 OAKTREE CAPITAL MANAGEMENT, LLC 333 SOUTH GRAND AVENUE LOS ANGELES, CA. August 3, 1999 Emerson Radio Corp. 9 Entin Road Parsippany, NJ 07054 Geoffrey P. Jurick c/o Emerson Radio Corp. 9 Entin Road Parsippany, NJ 07054 Dear Sirs, Oaktree Capital Management, LLC, on behalf of investment funds for which it is investment manager ("Oaktree"), is pleased to submit its expression of interest (the "Offer") regarding the potential acquisition of certain securities of Sport Supply Group, Inc. ("Sport") on the terms and conditions set forth below. 1. Form of Transaction. The proposed transaction will be effected by the following steps: (a) Oaktree will purchase certain claims (the "Claims") against Geoffrey P. Jurick ("Jurick")for Twenty Million Dollars ($20,000,000) pursuant to the attached Option Agreement (the "Option Agreement"). In conjunction therewith, Oaktree will deliver to Jurick items (i) through (iv) and (vi) of Section 1(d) of the Option Agreement and Jurick and Emerson Radio Corp. ("Emerson") will deliver to Oaktree items (i) and (ii) of Section 1(e) of the Option Agreement. (b) Oaktree will purchase from Emerson the 2,269,500 shares of common stock of Sport owned by Emerson and the 1,000,000 $7.50 warrants to purchase Sport common stock owned by Emerson in exchange for (i) Oaktree's assistance in arranging the transactions reflected herein, (ii) an executed consent amending the indenture for Emerson's outstanding publicly owned debt (the "Bonds") so as to permit these transactions and otherwise eliminate restrictive covenants, (iii) surrender of $13,889,000 face amount of Bonds and (iv) Fifteen Million Dollars ($15,000,000). (c) Emerson will make a Twenty-Three Million Dollar ($23,000,000) self-tender for its common stock at a price of not less than One Dollar ($1.00) per share. (d) Jurick will purchase the Claims from Oaktree and Oaktree will assign the Claims to Jurick for (i) transfer to Oaktree of Jurick's 300,000 $7.50 options for Sport common stock and (ii) Eighteen Million Eight Hundred Thousand Dollars ($18,800,000)in cash. (e) Jurick will tender all of the shares of Emerson common stock owned by him (including those in the custody of the U.S. District Court for the District of New Jersey) to the Emerson self-tender described in (c) above. Jurick agrees that in no event will he be permitted to receive more than Eighteen Million Eight Hundred 2 Thousand Dollars ($18,800,000) for the shares which he so tenders. Jurick will assign the proceeds from such tender to Oaktree to satisfy his obligation described above in (d)(ii). (f) Emerson will amend its bank facility or enter into a new replacement bank facility releasing the lien on the Sport securities owned by Emerson and giving Emerson the ability, after completion of the transactions reflected herein, to continue its business operations with adequate working capital. (g) Emerson and Sport will enter into a mutually satisfactory extension of the Management Services Agreement between them with the terms thereof acceptable to Oaktree. (h) Closing of the transactions described in the Option Agreement and in sections (a) through (g) above to occur simultaneously (the "Closing"). Without limitation thereof, Oaktree will not close the transactions reflected in the Option Agreement without the closing of the other items listed in this section (h). 2. Conditions of the Offer. The Offer is conditional upon the occurrence of all of the following: (a) Completion of Oaktree's pre-acquisition due diligence review of Sport, with results satisfactory (in Oaktree's sole discretion) to Oaktree. (b) Negotiation and execution of definitive legal documentation reflecting the transactions outlined in section 1 above, on mutually acceptable terms and containing customary representations, warranties, covenants and conditions, and the receipt of all necessary governmental approvals. (c) Receipt by Emerson's board of directors of a fairness opinion from an investment banking firm reasonably satisfactory to Oaktree relating to the transactions described herein. (d) Receipt by Emerson of all necessary Board of Director and shareholder approvals; provided, however, that Jurick agrees to vote his shares of common stock of Emerson in favor of the proposed transactions. 3. Sport Agreements. Emerson agrees to use its best efforts to cause Sport, subject to execution of a mutually acceptable confidentiality agreement, to provide Oaktree access to information regarding Sport necessary to complete Oaktree's due diligence review described in section 2(a) above. Emerson agrees to use its best efforts to cause Sport to consent, at the Closing, to the transfer to Oaktree of the Sport securities referred to above. 4. Break-Up Fee. If the Closing does not occur because of the consummation of the sale of all or substantially all of Emerson's Sport securities to a third party either as a result of or after an offer by a third party to purchase the Sport securities owned by Emerson and/or Jurick or to purchase Sport securities generally, Emerson shall, upon the sale of any of Emerson's Sport securities, pay to Oaktree a break-up fee of One Million Dollars ($1,000,000) in cash. 5. Termination of the Offer. The Offer will terminate upon termination of the option pursuant to the Option Agreement. 6. Fees and Expenses. Each party hereto shall bear its respective expenses incurred in connection with the negotiation and consummation of the proposed acquisition; provided, however, that if (i) the Closing does not occur for any reason other than Oaktree deciding not to go forward with the transaction, (ii) the Offer terminates pursuant to section 5 above and (iii) Oaktree is not paid the fee described in section 4 above, then Emerson shall pay to Oaktree, promptly upon submission by Oaktree of evidence of its expenses, one-half (1/2) of Oaktree's out of pocket expenses incurred in attempting to complete the transactions reflected herein, up to a total reimbursement to Oaktree not to exceed Two Hundred Fifty Thousand Dollars ($250,000). 3 7. Binding Effect. Except with respect to sections 4 through 6 above, this letter shall not constitute a binding contract among the parties hereto but instead purports to set forth the present intentions of the parties with respect to the terms proposed to be incorporated in definitive legal documentation. 8. Governing Law. This letter agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without giving effect to the conflict of law rules thereof. If you are in agreement with the foregoing, please sign, date and return the enclosed copy of this letter, which will thereupon constitute our agreement in principle with respect to the matters set forth herein, but shall not be a legally binding agreement, except with respect to paragraphs 4 through 6 hereof. Very truly yours, OAKTREE CAPITAL MANAGEMENT, LLC By: /s/ Stephen Kaplan --------------------------- Name: Stephen Kaplan Title: Principal By: /s/ Michael P. Harmon --------------------------- Name: Michael P. Harmon Title: Vice President Accepted to and agreed by EMERSON RADIO CORP. By: /s/ Geoffrey P. Jurick ---------------------------------- Name: Geoffrey P. Jurick Title: Chairman of the Board, Chief Executive Officer and President This 3rd day of August, 1999. /s/ Geoffrey P. Jurick - ------------------------------------ Geoffrey P. Jurick This 3rd day of August, 1999. -----END PRIVACY-ENHANCED MESSAGE-----