SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
SPORT SUPPLY GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title and Class of Securities)
848915104
(CUSIP Number)
Eugene I. Davis
Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey 07054
(201) 884-5800
with a copy to:
Jeffrey M. Davis, Esq.
Wolff & Samson, P.A.
5 Becker Farm Road
Roseland, New Jersey 07068
(201) 533-6561
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1996
(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)(4), (5), or (6), check
the following box ___.
Check the following box if a fee is being paid with this
statement ___. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
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 disclosure 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).
CUSIP No. 848915104
Page 1 of 23 pages
Exhibit Index on page 11
<PAGE>
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person).
Emerson Radio (Hong Kong) Limited
2) Check the Appropriate Box if a Member of a Group.
(a) ____
(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
Hong Kong
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
669,500
8) Shared Voting Power
None
9) Sole Dispositive Power
669,500
10) Shared Dispositive Power
None
11) Aggregate Amount Beneficially Owned By Each Reporting Person
669,500
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
____
13) Percent of Class Represented by Amount in Row (11)
9.9%
14) Type of Reporting Person
CO
<PAGE>
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person).
Emerson Radio Corp.
EIN: 22-3285224
2) Check the Appropriate Box if a Member of a Group.
(a) ____
(b) ____
3) SEC Use Only
4) Source of Funds
BK
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
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
3,269,500
8) Shared Voting Power
None
9) Sole Dispositive Power
3,269,500
10) Shared Dispositive Power
None
11) Aggregate Amount Beneficially Owned By Each Reporting Person
3,269,500
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
____
13) Percent of Class Represented by Amount in Row (11)
34.9%
14) Type of Reporting Person
CO, HC
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Emerson's Schedule 13D is hereby amended by adding a
reference to Item 4, regarding the description of the financing obtained
from Congress Financial Corporation.
Item 4. Purpose of Transaction.
Item 4 of Emerson*s Schedule 13D is hereby amended by deleting
such Item in its entirety and substituting the following therefor:
On December 10, 1996, Emerson Radio Corp. ("Emerson") and Sport
Supply Group, Inc. ("SSG") jointly announced the closing of the
transactions contemplated under a Securities Purchase Agreement (the
"Agreement") dated November 27, 1996 by and between Emerson and SSG,
pursuant to which Emerson purchased from SSG 1,600,000 shares of the common
stock, $.01 par value per share (the "Common Stock"), of SSG for aggregate
consideration of $11.5 million, or approximately $7.19 per share. In
addition, Emerson purchased, for an aggregate consideration of $500,000, 5-
year warrants (the "Warrants") to acquire an additional 1,000,000 shares of
Common Stock at an exercise price of $7.50 per share, subject to standard
anti-dilution adjustments, pursuant to a Warrant Agreement (the "Warrant
Agreement"). Based upon the purchase of the Common Stock as set forth
above, Emerson owns approximately 27.0% of the outstanding shares of the
Common Stock. If Emerson exercises all of the Warrants, it will
beneficially own approximately 34.9% of the Common Stock.
The $12,000,000 purchase price paid by Emerson pursuant to the
Agreement was obtained by Emerson from Congress Financial Corporation, its
United States senior secured lender, under the terms of its existing credit
facility, and in accordance with the terms of the consent (the "Consent")
obtained from such lender. Pursuant to a Pledge and Security Agreement
dated December 10, 1996, Emerson has pledged to Congress Financial
Corporation the Common Stock and Warrants acquired under the Agreement.
In accordance with a Registration Rights Agreement dated December
10, 1996 (the "Registration Rights Agreement"), Emerson has been granted
certain demand and incidental registration rights on the resale of the
shares of Common Stock which it and Emerson Radio (Hong Kong) Limited
("Emerson (HK)") own, as well as on the exercise and resale of the shares
Emerson may acquire under the Warrant Agreement. In addition, Emerson has
arranged for foreign trade credit financing of $2 million for the benefit
of SSG to supplement SSG's existing credit facilities.
Pursuant to the Agreement, SSG caused a majority of the members
of its Board of Directors to consist of Emerson's designees. In connection
therewith, Emerson designated Geoffrey P. Jurick, its Chairman and Chief
Executive Officer, Eugene I. Davis, its President, John P. Walker, its
Executive Vice President and Chief Financial Officer, Peter Bunger, one of
its directors, and Johnson C. Ko, an independent Hong Kong businessman, to
sit on the SSG Board. Peter S. Blumenfeld and William H. Watkins, Jr.,
Directors of SSG prior to the Closing, continue as Directors of SSG, while
Michael J. Blumenfeld and Robert W. Philip resigned as Directors. On
December 11, 1996, Geoffrey P. Jurick was elected Chairman, Eugene I. Davis
was elected Chief Executive Officer, and John P. Walker was elected Chief
Financial Officer of SSG. Messrs. Bunger, Ko, and Watkins have been
appointed as the members of both of the Stock Option Committee and the
Audit Committee of SSG.
Under the Agreement, for a period of at least two years from the
date of the Closing, neither SSG nor any of its subsidiaries is permitted
to enter into or be a party to any agreement or transaction with any
Affiliate (as such term is defined in the Securities Exchange Act of 1934,
as amended) of SSG or Emerson, except (i) in the ordinary course of SSG's
or its subsidiaries' business and on terms no less favorable to SSG or its
subsidiaries than would be obtained in a comparable arms' length
transaction with a person not an Affiliate of SSG or Emerson or (ii) unless
approved by a majority of SSG's directors who do not have a direct or
indirect material financial interest in the agreement or transaction and
which includes a majority of directors who are not officers or employees of
SSG or Emerson or directors of Emerson.
Emerson and Emerson HK 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 SSG*s business, assets, operations, the industry in
general, economic conditions, prevailing market prices for the Common
Stock, investment opportunities of Emerson and Emerson HK, and other
factors, determine to increase, decrease, or dispose of the ownership of
the Common Stock.
Except for the transactions consummated pursuant to the Agreement
and related documents described above and upon any exercise of the Warrants
acquired by Emerson, as of the date hereof, neither Emerson nor Emerson HK
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 6. Contracts, Arrangements, Understandings, or Relationships With
Respect to Securities of the Issuer.
Item 6 of Emerson's Schedule 13D is hereby amended by adding a
reference to Item 4, regarding the descriptions of the Agreement, Warrant
Agreement, Registration Rights Agreement, the terms of the consent obtained
by Emerson from Congress Financial Corporation and the Pledge and Security
Agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 of Emerson*s Schedule 13D is amended by deleting such Item
in its entirety and substituting the following therefor:
The following exhibits are being filed herewith:
(1) Securities Purchase Agreement dated as of November 27, 1996,
by and between Sport Supply Group, Inc. and Emerson Radio Corp. (Exhibit
2(a) of Emerson's Current Report on Form 8-K filed on December 3, 1996, is
incorporated herein by reference.)
(2) Form of Warrant Agreement by and between Sport Supply Group,
Inc. and Emerson Radio Corp. (Exhibit 4(a) of Emerson's Current Report on
Form 8-K filed on December 3, 1996, is incorporated herein by reference.)
(3) Form of Registration Rights Agreement by and between Sport
Supply Group, Inc. and Emerson Radio Corp. (Exhibit 4(b) of Emerson's
Current Report on Form 8-K filed on December 3, 1996, is incorporated
herein by reference.)
(4) Consent No. 1 to Financing Agreements among Emerson Radio
Corp., certain of its subsidiaries, and Congress Financial Corporation.
(Exhibit 10(a) of Emerson's Current Report on Form 8-K filed on December 3,
1996, is incorporated herein by reference.)
(5) Pledge and Security Agreement dated December 10, 1996 by
Emerson Radio Corp. to and in favor of Congress Financial Corporation.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete, and correct.
EMERSON RADIO (HONG KONG)
LIMITED
By: /s/ Eugene I. Davis
Name: Eugene I. Davis
Title: Director
EMERSON RADIO CORP.
By: /s/ Eugene I. Davis
Name: Eugene I. Davis
Title: President
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name Page No. in
No. Sequential
Numbering
System
(5) Pledge and Security Agreement
dated December 10, 1996 by Emerson
Radio Corp. to and in favor of
Congress Financial Corporation. 12
<PAGE>
EXHIBIT 5
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT ("Pledge Agreement"), dated
December ___, 1996, is by EMERSON RADIO CORP., a Delaware corporation
("Pledgor"), with its chief executive office at 9 Entin Road, Parsippany,
New Jersey 07054-0430 to and in favor of CONGRESS FINANCIAL CORPORATION, a
California corporation ("Pledgee"), having an office at 1133 Avenue of the
Americas, New York, New York 10036.
W I T N E S S E T H:
WHEREAS, Pledgor is now the direct and beneficial owner of certain
issued and outstanding shares of capital stock (the "Pledged Stock") of
Sport Supply Group, Inc., a Delaware corporation ("Issuer"), and certain
warrants of Issuer (the "Pledged Warrants), all as described on Exhibit A
annexed hereto and made a part hereof (collectively, the "Pledged
Securities); and
WHEREAS, Pledgee and Pledgor have entered into financing arrangements
pursuant to which Pledgee has made and may make loans and advances and has
provided and may provide other financial accommodations to Pledgor and
Majexco Imports, Inc. ("Majexco") as set forth in the Loan and Security
Agreement, dated March 31, 1994, currently by and among Pledgee, Pledgor
and Majexco (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan
Agreement") and other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto, including, but not limited to, this Pledge Agreement (all
of the foregoing, together with the Loan Agreement, as the same now exist
or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as the
"Financing Agreements"); and
WHEREAS, in order to induce Pledgee to continue to make loans and
advances and continue to provide other financial accommodations to Pledgor
and Majexco pursuant to the Financing Agreements, Pledgor has agreed to
further secure the payment and performance of the Obligations (as
hereinafter defined) to Pledgee and to accomplish same by (i) executing and
delivering to Pledgee this Pledge Agreement, (ii) delivering to Pledgee the
Pledged Securities which are registered in the name of Pledgor, together
with appropriate powers and assignment forms duly executed in blank by
Pledgor and undated, and (iii) delivering to Pledgee any and all other
documents which Pledgee deems necessary to protect Pledgee's interests
hereunder;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees as follows:
1. GRANT OF SECURITY INTEREST
As collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as hereinafter
defined), Pledgor hereby assigns, pledges, hypothecates, transfers and sets
over to Pledgee and grants to Pledgee a security interest in and lien upon
(a) the Pledged Securities, together with all cash dividends, stock
dividends, interests, profits, redemptions, warrants, subscription rights,
stock, securities options, substitutions, exchanges and other distributions
now or hereafter distributed by Issuer or which may hereafter be delivered
to the possession of Pledgor or Pledgee with respect thereto, (b) all
rights of Pledgor to have the Pledged Securities (and any capital stock of
Issuer acquired through the exercise of the Pledged Warrants or any other
warrants which constitute a portion of the Pledged Securities or of any
other warrants at any time owned by Pledgor) registered under the
Registration Rights Agreement dated of even date herewith by and among
Issuer, Pledgor and Emerson Radio (Hong Kong) Limited (as the same now
exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, the "Registration Rights Agreement"), (c)
Pledgor's records with respect to the foregoing, and (d) the proceeds of
all of the foregoing (all of the foregoing being collectively referred to
herein as the "Pledged Property").
2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Pledgee
pursuant to this Pledge Agreement shall secure the prompt performance and
payment in full of any and all obligations, liabilities and indebtedness of
every kind, nature and description owing by Pledgor to Pledgee and/or its
affiliates, including principal, interest, charges, fees, costs and
expenses, however evidenced, whether as principal, surety, endorser,
guarantor or otherwise, whether arising under this Pledge Agreement, the
Loan Agreement, the other Financing Agreements or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Loan Agreement or after the commencement
of any case with respect to Pledgor under the United States Bankruptcy Code
or any similar statute (including, without limitation, the payment of
interest and other amounts which would accrue and become due but for the
commencement of such case), whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured, and however acquired by
Pledgee (all of the foregoing being collectively referred to herein as the
"Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Pledgor hereby represents, warrants and covenants with and to Pledgee
the following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) The Pledged Stock consists of duly authorized, validly issued,
fully paid and non-assessable shares of common stock of Issuer and the
Pledged Warrants consist of duly authorized, validly issued, fully paid and
non-assessable warrants to acquire common stock of Issuer, and the Pledged
Securities constitute Pledgor's entire interest in Issuer and are not
registered, nor has Pledgor authorized the registration thereof, in the
name of any person or entity other than Pledgor or Pledgee. The Pledged
Stock does not include the 669,500 shares of common stock of Issuer owned
by Emerson Radio (Hong Kong) Limited.
(b) The Pledged Property is directly, legally and beneficially owned
by Pledgor, free and clear of all claims, liens, pledges and encumbrances
of any kind, nature or description, except for the pledge and security
interest in favor of Pledgee and the pledges and security interests
permitted under the Loan Agreement.
(c) The Pledged Property is not subject to any restrictions relative
to the transfer thereof, except as noted on the certificates and warrants
evidencing the Pledged Securities and as provided under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, and Pledgor has the
right to transfer and hypothecate the Pledged Property free and clear of
any liens, encumbrances or restrictions.
(d) The Pledged Property is duly and validly pledged to Pledgee and
no consent or approval of any governmental or regulatory authority or of
any securities exchange or the like, nor any consent or approval of any
other third party, was or is necessary to the validity and enforceability
of this Pledge Agreement.
(e) Pledgor authorizes Pledgee to: (i) store, deposit and safeguard
the Pledged Property, (ii) perform any and all other acts which Pledgee in
good faith deems reasonable and/or necessary for the protection and
preservation of the Pledged Property or its value or Pledgee's security
interest therein, including, without limitation, transferring, registering
or arranging for the transfer or registration of the Pledged Property to or
in Pledgee's own name and receiving the income therefrom as additional
security for the Obligations and (iii) pay any charges or expenses which
Pledgee deems necessary for the foregoing purpose, but without any
obligation to do so. Any obligation of Pledgee for reasonable care for the
Pledged Property in Pledgee's possession shall be limited to the same
degree of care which Pledgee generally uses for similar property pledged to
Pledgee by other persons.
(f) If Pledgor shall become entitled to receive or acquire, or shall
receive any stock certificate, or option or right with respect to the stock
of Issuer (including without limitation, any certificate representing a
dividend or a distribution or exchange of or in connection with
reclassification of the Pledged Securities) whether as an addition to, in
substitution of, or in exchange for any of the Pledged Property or
otherwise, Pledgor agrees to accept same as Pledgee's agent, to hold same
in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's
agent or bailee in the form received, with the endorsement(s) of Pledgor
where necessary and/or appropriate powers and/or assignments duly executed
to be held by Pledgee or Pledgee's agent or bailee subject to the terms
hereof, as further security for the Obligations.
(g) Pledgor shall not, without the prior consent of Pledgee, directly
or indirectly, sell, assign, transfer, or otherwise dispose of, or grant
any option with respect to the Pledged Property, nor shall Pledgor create,
incur or permit any further pledge, hypothecation, encumbrance, lien,
mortgage or security interest with respect to the Pledged Property.
(h) So long as no Event of Default (as hereinafter defined) has
occurred and is continuing, Pledgor shall have the right to vote and
exercise all corporate rights with respect to the Pledged Securities,
except as expressly prohibited herein, and to receive any cash dividends
payable in respect of the Pledged Securities.
(i) No action has been taken or is being taken by or is currently
planned by Pledgor, or any agent acting on its behalf, which would cause
this Pledge Agreement, the Obligations or the other Financing Agreements to
violate Regulation G or Regulation X or any other regulation of the Board
of Governors of the Federal Reserve System, the Securities Exchange Act of
1934, the Investment Company Act of 1940, or any other applicable law or
regulation, in each case as now in effect or as the same may hereafter be
amended or supplemented.
(j) Pledgor shall pay all charges and assessments of any nature
against the Pledged Property or with respect thereto prior to said charges
and/or assessments being delinquent.
(k) Pledgor shall promptly reimburse Pledgee on demand, together with
interest at the rate then applicable to the Obligations set forth in the
Loan Agreement, for any charges, assessments or expenses paid or incurred
by Pledgee in its reasonable discretion for the protection, preservation
and maintenance of the Pledged Property and the enforcement of Pledgee's
rights hereunder, including, without limitation, reasonable attorneys' fees
and legal expenses incurred by Pledgee in seeking to protect, collect or
enforce its rights in the Pledged Property or otherwise hereunder.
(l) Pledgor shall furnish, or cause to be furnished, to Pledgee such
information concerning Issuer and the Pledged Property as Pledgee may from
time to time reasonably request in good faith, including, without
limitation, current financial statements which are otherwise reasonably
available from Issuer.
(m) Pledgee may notify Issuer or the appropriate transfer agent of
the Pledged Securities to register the security interest and pledge granted
herein and honor the rights of Pledgee with respect thereto.
(n) Pledgor waives: (i) all rights to require Pledgee to proceed
against any other person, entity or collateral or to exercise any remedy,
(ii) the defense of the statute of limitations in any action upon any of
the Obligations, (iii) any right of subrogation or interest in the
Obligations or Pledged Property until all Obligations have been paid in
full, (iv) any rights to notice of any kind or nature whatsoever, unless
specifically required in this Pledge Agreement or non-waivable under any
applicable law, and (v) to the extent permissible, its rights under Section
9-112 and 9-207 of the Uniform Commercial Code. Pledgor agrees that the
Pledged Property, other collateral, or any other guarantor or endorser may
be released, substituted or added with respect to the Obligations, in whole
or in part, without releasing or otherwise affecting the liability of
Pledgor, the pledge and security interests granted hereunder, or this
Pledge Agreement. Pledgee is entitled to all of the benefits of a secured
party set forth in Section 9-207 of the New York Uniform Commercial Code.
4. EVENTS OF DEFAULT
All Obligations shall become immediately due and payable, without
notice or demand, at the option of Pledgee, upon the occurrence of any
Event of Default, as such term is defined in the Loan Agreement (each an
"Event of Default" hereunder).
5. RIGHTS AND REMEDIES
At any time an Event of Default exists or has occurred and is
continuing, in addition to all other rights and remedies of Pledgee,
whether provided under this Pledge Agreement, the Loan Agreement, the other
Financing Agreements, applicable law or otherwise, Pledgee shall have the
following rights and remedies which may be exercised without notice to, or
consent by, Pledgor except as such notice or consent is expressly provided
for hereunder:
(a) Pledgee, at its option, shall be empowered to exercise its
continuing right to instruct the Issuer (or the appropriate transfer agent
of the Pledged Securities) to register any or all of the Pledged Securities
in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may
complete, in any manner Pledgee may deem expedient, any and all stock
powers, assignments or other documents heretofore or hereafter executed in
blank by Pledgor and delivered to Pledgee. After said instruction, and
without further notice, Pledgee shall have the exclusive right to exercise
all voting and corporate rights with respect to the Pledged Securities and
other Pledged Property, and exercise any and all rights of conversion,
redemption, exchange, subscription or any other rights, privileges, or
options pertaining to any shares of the Pledged Securities or other Pledged
Property as if Pledgee were the absolute owner thereof, including, without
limitation, the right to exchange, in its discretion, any and all of the
Pledged Securities and other Pledged Property upon any merger,
consolidation, reorganization, recapitalization or other readjustment with
respect thereto. Upon the exercise of any such rights, privileges or
options by Pledgee, Pledgee shall have the right to deposit and deliver any
and all of the Pledged Securities and other Pledged Property to any
committee, depository, transfer agent, registrar or other designated agency
upon such terms and conditions as Pledgee may determine, all without
liability, except to account for property actually received by Pledgee.
However, Pledgee shall have no duty to exercise any of the aforesaid
rights, privileges or options (all of which are exercisable in the sole
discretion of Pledgee) and shall not be responsible for any failure to do
so or delay in doing so.
(b) Pledgee may (but shall not be required to) exercise and enforce
all rights of Pledgor under the Registration Rights Agreement.
(c) In addition to all the rights and remedies of a secured party
under the Uniform Commercial Code or other applicable law, Pledgee shall
have the right, at any time and without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified
below of time and place of public or private sale) to or upon Pledgor or
any other person (all and each of which demands, advertisements and/or
notices are hereby expressly waived to the extent permitted by applicable
law), to proceed forthwith to collect, redeem, recover, receive,
appropriate, realize, sell, or otherwise dispose of and deliver said
Pledged Property or any part thereof in one or more lots at public or
private sale or sales at any exchange, broker's board or at any of
Pledgee's offices or elsewhere at such prices and on such terms as Pledgee
may deem best. The foregoing disposition(s) may be for cash or on credit
or for future delivery without assumption of any credit risk, with Pledgee
having the right to purchase all or any part of said Pledged Property so
sold at any such sale or sales, public or private, free of any right or
equity of redemption in Pledgor, which right or equity is hereby expressly
waived or released by Pledgor. The proceeds of any such collection,
redemption, recovery, receipt, appropriation, realization, sale or other
disposition, after deducting all costs and expenses of every kind incurred
relative thereto or incidental to the care, safekeeping or otherwise of any
and all Pledged Property or in any way relating to the rights of Pledgee
hereunder, including reasonable attorneys' fees and legal expenses, shall
be applied first to the satisfaction of the Obligations (in such order as
Pledgee may elect and whether or not due) and then to the payment of any
other amounts required by applicable law, including Section 9-504(1)(c) of
the Uniform Commercial Code, with Pledgor to be and remain liable for any
deficiency. Pledgor shall be liable to Pledgee for the payment on demand
of all such costs and expenses, together with interest at the then
applicable rate set forth in the Loan Agreement, and any attorneys' fees
and legal expenses. To the extent any notice of disposition is required
under applicable law, Pledgor agrees that five (5) days prior written
notice by Pledgee designating the place and time of any public sale or of
the time after which any private sale or other intended disposition of any
or all of the Pledged Property is to be made, is reasonable notification of
such matters.
(d) Pledgor recognizes that Pledgee may be unable to effect a public
sale of all or part of the Pledged Property by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect or in applicable Blue Sky or other state securities
law, as now or hereafter in effect, but may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such Pledged Property for
their own account for investment and not with a view to the distribution or
resale thereof. If at the time of any sale of the Pledged Property or any
part thereof, the same shall not, for any reason whatsoever, be effectively
registered (if required) under the Securities Act of 1933 (or other
applicable state securities law), as then in effect, Pledgee in its sole
and absolute discretion is authorized to sell such Pledged Property or such
part thereof by private sale in such manner and under such circumstances as
Pledgee or its counsel may deem necessary or advisable in order that such
sale may legally be effected without registration. Pledgor agrees that
private sales so made may be at prices and other terms less favorable to
the seller than if such Pledged Property were sold at public sale, and that
Pledgee has no obligation to delay the sale of any such Pledged Property
for the period of time necessary to permit Issuer, even if Issuer is
required to register any of the Pledged Property under the Registration
Rights Agreement or would otherwise agree to register such Pledged Property
for public sale under such applicable securities laws. Pledgor agrees that
any private sales made under the foregoing circumstances shall be deemed to
have been in a commercially reasonable manner.
(e) All of the Pledgee's rights and remedies, including, but not
limited to, the foregoing and those otherwise arising under this Pledge
Agreement, the Loan Agreement and the other Financing Agreements, the
agreements and instruments comprising the Pledged Property, applicable law
or otherwise, shall be cumulative and not exclusive and shall be
enforceable alternatively, successively or concurrently as Pledgee may deem
expedient. No failure or delay on the part of Pledgee in exercising any of
its options, powers or rights or partial or single exercise thereof, shall
constitute a waiver of such option, power or right.
6. JURY TRIAL WAIVER; OTHER WAIVERS
AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Pledge
Agreement and the other Financing Agreements and any dispute arising out of
the relationship between the parties hereto, whether in contract, tort,
equity or otherwise, shall be governed by the internal laws of the State of
New York (without giving effect to principles of conflicts of law).
(b) Pledgor irrevocably consents and submits to the non-exclusive
jurisdiction of Supreme Court of the State of New York for the County of
New York and the United States District Court for the Southern District of
New York and waives any objection based on venue or FORUM NON CONVENIENS
with respect to any action instituted therein arising under this Pledge
Agreement or any of the other Financing Agreements or in any way connected
with or related or incidental to the dealings of the parties hereto in
respect of this Pledge Agreement or any of the other Financing Agreements
or the transactions related hereto or thereto, in each case whether now
existing or hereafter arising, and whether in contract, tort, equity or
otherwise, and agrees that any dispute with respect to any such matters
shall be heard only in the courts described above (except that Pledgee
shall have the right to bring any action or proceeding against Pledgor or
its property in the courts of any other jurisdiction which Pledgee deems
necessary or appropriate in order to realize on the Pledged Property or to
otherwise enforce its rights against Pledgor or its property).
(c) Pledgor hereby waives personal service of any and all process
upon it and consents that all such service of process may be made by
certified mail (return receipt requested) directed to its address set forth
herein and service so made shall be deemed to be completed five (5) days
after the same shall have been so deposited in the U.S. mails, or, at
Pledgee's option, by service upon Pledgor in any other manner provided
under the rules of any such courts. Within thirty (30) days after such
service, Pledgor shall appear in answer to such process, failing which
Pledgor shall be deemed in default and judgment may be entered by Pledgee
against Pledgor for the amount of the claim and other relief requested.
(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT
OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE IN RESPECT
OF THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
PLEDGE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Pledgee shall not have any liability to Pledgor (whether in tort,
contract, equity or otherwise) for losses suffered by Pledgor in connection
with, arising out of, or in any way related to the transactions or
relationships contemplated by this Pledge Agreement, or any act, omission
or event occurring in connection herewith, unless it is determined by a
final and non-appealable judgment or court order binding on Pledgee, that
the losses were the result of acts or omissions constituting gross
negligence or willful misconduct. In any such litigation, Pledgee shall be
entitled to the benefit of the rebuttable presumption that it acted in good
faith and with the exercise of ordinary care in the performance by it of
the terms of this Pledge Agreement.
7. MISCELLANEOUS
(a) Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor shall execute and deliver such further
documents, including, but not limited to, irrevocable proxies or stock
powers, in form satisfactory to counsel for Pledgee, and will take or cause
to be taken such further acts as Pledgee may request in order to effect the
purposes of this Pledge Agreement and perfect or continue the perfection of
the security interest in the Pledged Property granted to Pledgee hereunder.
(b) Beyond the exercise of reasonable care to assure the safe custody
of the Pledged Property (whether such custody is exercised by Pledgee, or
Pledgee's nominee, agent or bailee) Pledgee or Pledgee's nominee agent or
bailee shall have no duty or liability to protect or preserve any rights
pertaining thereto and shall be relieved of all responsibility for the
Pledged Property upon surrendering it to Pledgor or foreclosure with
respect thereto.
(c) All notices, requests and demands to or upon the respective
parties hereto shall be in writing and shall be deemed to have been duly
given or made: if delivered in person, immediately upon delivery; if by
telex, telegram or facsimile transmission, immediately upon sending and
upon confirmation of receipt; if by nationally recognized overnight courier
service with instructions to deliver the next business day, one (1)
business day after sending; and if by registered or certified mail, return
receipt requested, five (5) days after mailing. All notices, requests and
demands upon the parties are to be given to the following addresses (or to
such other address as any party may designate by notice in accordance with
this Section):
If to Pledgor: Emerson Radio Corp.
9 Entin Road
Parsippany, New Jersey 07054-0430
Attention: President
If to Pledgee: Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Attention: Mr. Andrew Robin
(d) All references to the plural herein shall also mean the singular
and to the singular shall also mean the plural. All references to Pledgor,
Pledgee and Issuer pursuant to the definitions set forth in the recitals
hereto, or to any other person herein, shall include their respective
successors and assigns. The words "hereof," "herein," "hereunder," "this
Pledge Agreement" and words of similar import when used in this Pledge
Agreement shall refer to this Pledge Agreement as a whole and not any
particular provision of this Pledge Agreement and as this Pledge Agreement
now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced. An Event of Default shall exist or continue
or be continuing until such Event of Default is waived in accordance with
Section 7(g) hereof. All references to the term "Person" or "Persons"
herein shall mean any individual, sole proprietorship, partnership,
corporation (including, without limitation, any corporation which elects
subchapter S status under the Internal Revenue Code of 1986, as amended),
limited liability company, limited liability partnership, business trust,
unincorporated association, joint stock company, trust, joint venture or
other entity or any government or any agency, instrumentality or political
subdivision thereof.
(e) This Pledge Agreement, the other Financing Agreements and any
other document referred to herein or therein shall be binding upon Pledgor
and its successors and assigns and inure to the benefit of and be
enforceable by Pledgee and its successors and assigns.
(f) If any provision of this Pledge Agreement is held to be invalid
or unenforceable, such invalidity or unenforceability shall not invalidate
this Pledge Agreement as a whole, but this Pledge Agreement shall be
construed as though it did not contain the particular provision held to be
invalid or unenforceable and the rights and obligations of the parties
shall be construed and enforced only to such extent as shall be permitted
by applicable law.
(g) Neither this Pledge Agreement nor any provision hereof shall be
amended, modified, waived or discharged orally or by course of conduct, but
only by a written agreement signed by an authorized officer of Pledgee.
Pledgee shall not, by any act, delay, omission or otherwise be deemed to
have expressly or impliedly waived any of its rights, powers and/or
remedies unless such waiver shall be in writing and signed by an authorized
officer of Pledgee. Any such waiver shall be enforceable only to the
extent specifically set forth therein. A waiver by Pledgee of any right,
power and/or remedy on any one occasion shall not be construed as a bar to
or waiver of any such right, power and/or remedy which Pledgee would
otherwise have on any future occasion, whether similar in kind or
otherwise.
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of
the day and year first above written.
EMERSON RADIO CORP.
By: /s/ Eugene I. Davis
Title: President
<PAGE>
EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT
CAPITAL STOCK
Certificate
Issuer Number Shares
Sport Supply Group, Inc. GYM 7162 1,600,000
WARRANTS
Number of Shares
Warrant Which May Be
Issuer Number Purchased
Sport Supply Group, Inc. 001 1,000,000
S18\CONGRESS\EMERSON\E39B.SHW
/mm
