<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EMERSON RADIO CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
291087
(CUSIP Number)
Kenneth S. Grossman Kenneth Liang
c/o Juris Partners Managing Director & General Counsel
579 Fifth Avenue, Suite 1050 Oaktree Capital Management, LLC
New York, New York 10017 550 South Hope Street, 22nd Floor
(212) 593-0909 Los Angeles, California 90071
(213) 614-0900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 13, 1998
(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 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).
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SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP NO. 291087 PAGE 2 OF 9 PAGES
- ---------------------- --------------------------------------
================================================================================
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
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON WITH ---------------------------------------------------------------
8 SHARED VOTING POWER
3,056,489
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,056,489
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,489
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP NO. 291087 PAGE 3 OF 9 PAGES
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================================================================================
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON WITH ---------------------------------------------------------------
8 SHARED VOTING POWER
3,056,489
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,056,489
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,489
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA;OO
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SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP NO. 291087 PAGE 4 OF 9 PAGES
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================================================================================
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON WITH ---------------------------------------------------------------
8 SHARED VOTING POWER
3,056,489
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,056,489
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,489
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to Common Stock, par
value $0.01 per share (the "Common Stock"), of Emerson Radio Corp., a Delaware
corporation (the "Issuer"). The address of the principal executive office of the
Issuer is Nine Entin Road, Parsippany, New Jersey 07054.
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").
(i) Grossman
The address of the principal business and principal office for Grossman is c/o
Juris Partners, 579 Fifth Avenue, Suite 1050, 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 550
South Hope Street, 22nd 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 550 South Hope Street, Los Angeles, California 90071. All
individuals listed below are citizens of the United States of America.
Executive Officers and Members
<TABLE>
<S> <C>
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
</TABLE>
(iii) The Oaktree Fund
The address of the principal business and principal office for the Oaktree Fund
is 550 South Hope Street, 22nd 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 limited 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.
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Bruce A. Karsh
550 South Hope Street, 22nd Floor
Los Angeles, California 90071
Stephen A. Kaplan
550 South Hope Street, 22nd 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
On May 13, 1998, the Oaktree Fund purchased $1,310,000 in principal amount of
the Issuer's 8-1/2% Senior Subordinated Convertible Debentures Due 2002 (the
"Debentures") for $1,047,950. Including such purchase, the Oaktree Fund owns
$11,139,000 principal amount of the Debentures, having paid an aggregate of
$8,569,925 for such Debentures. All purchases were made from working capital of
the Oaktree Fund.
Grossman, including family members and affiliated entities, owns $650,000
principal amount of the Debentures and 100,000 shares of the Issuer's Common
Stock. The consideration paid for such Debentures and Common Stock was
$447,687.50 and $50,000 ($0.50 per share), respectively. All purchases were made
from personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Grossman and the Oaktree Fund (together, the "Investors") acquired the Common
Stock and Debentures for the purpose of investigating a possible restructuring
of the Issuer's balance sheet and asset deployment strategy in a manner which
produces a favorable return on the Investors' investment. The Investors plan to
contact and meet with others with interests similar to those of the Investors,
and possibly with the Issuer's Board of Directors, to pursue this end. Potential
restructuring strategies include, but are not limited to, the acquisition of a
controlling Common Stock stake by the Investors or others, the redemption of
Debentures and/or the Issuer's outstanding Preferred Stock, an exchange of the
Investors' securities, property, or cash for assets of the Issuer including the
securities of the Issuer's minority owned subsidiary or proceeds from the sale
of such subsidiary, a sale of the Issuer's shares of such subsidiary or a
divestiture or spin-off of such subsidiary, a change of the membership of the
present Board of Directors or Management or other extraordinary transactions.
The Investors reserve the right, subject to applicable law and the Issuer's
charter, to seek to call a special meeting of shareholders, to propose business
or nominate directors at any special or scheduled meeting of shareholders, to
seek proxies, consents and/or ballots in support of nominees at special or
scheduled meetings of shareholders or otherwise, or in support of or against
other matters that may come before the Issuer's shareholders for their vote or
consent.
The Investors intend to review on a continuing basis their investment in the
Debentures and Common Stock. The Investors may, from time to time, retain,
convert, sell or exchange all or a portion of their holdings of the Debentures
or Common Stock in the open market or in privately negotiated transactions. Any
actions that the Investors might undertake with respect to the Debentures or
Common Stock will be dependent upon their review
6 of 9
<PAGE> 7
of numerous factors, including, among other things, the availability of
Debentures and Common Stock for purchase, the price levels of such Debentures
and Common Stock, general market and economic conditions as well as those in the
areas in which the Issuer's properties are located, ongoing evaluation of the
Issuer's business, financial condition, material litigation, properties,
operations and prospects, the relative attractiveness of alternative business
and investment opportunities, and/or the actions of the Management or the Board
of Directors.
Although the foregoing reflects activities presently contemplated by the
Investors with respect to the Issuer, the foregoing is subject to change at any
time, and there can be no assurance that the Investors will take any of the
actions referred to above. Except as set forth above, the Investors have no
present plans or proposals which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) Each of the Investors and Oaktree, as the general partner of the
Oaktree Fund, may be deemed to beneficially own 3,056,489 shares of Common
Stock or 5.7% of the Common Stock outstanding (based on 50,491,786 shares of
Common Stock outstanding on February 12, 1998 as reported on the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ending December 31,
1997). Such shares include 2,956,489 shares of Common Stock issuable upon
conversion of $11,789,000 of the Debentures based on a conversion price of
$3.9875. 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 dated as of January 7, 1998, between the
Investors, Oaktree 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.
(c) On April 7, 1998, the Oaktree Fund purchased $2,700,000 in
principal amount of the Debentures for $2,187,000. On May 13, 1998, the Oaktree
Fund purchased $1,310,000 in principal amount of the Debentures for $1,047,950.
On May 21, 1998, the Oaktree Fund purchased $414,000 in principal amount of the
Debentures for $353,970. Other than these transactions, 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 or Debentures during the last 60 days.
(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
The specified matter is incorporated by reference to Exhibit 1.2 hereto.
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<PAGE> 8
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.
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.)
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<PAGE> 9
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 22nd day of May, 1998.
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
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
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.
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.)
</TABLE>
<PAGE> 1
EXHIBIT 1.1
JOINT FILING AGREEMENT
Each of the undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D will be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing statements. Each of the undersigned acknowledge that each undersigned is
responsible for the timely filing of such amendments and for the completeness
and accuracy of the information concerning such undersigned contained therein,
but is not responsible for the completeness and accuracy of the information
concerning each other undersigned except to the extent that such undersigned
knows or has reason to believe that such information is inaccurate.
Dated as of: May 22, 1998
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
<PAGE> 1
EXHIBIT 1.2
OAKTREE CAPITAL
MANAGEMENT LLC
- --------------------------------------------------------------------------------
STEPHEN A. KAPLAN 550 SOUTH HOPE STREET, 22nd FLOOR
Principal LOS ANGELES, CALIFORNIA
TEL: (213) 694-1513
FAX: (213) 694-1593
January 7, 1998
Kenneth S. Grossman
620 Fifth Avenue, 7th Floor
New York, NY 10020
Dear Ken:
This letter sets forth our binding agreement relating to existing and proposed
investments currently under consideration (the "Investments") in Emerson Radio
Corporation and its subsidiaries including Sport Supply, Inc. ("Emerson Radio")
or such entities' securities in which the OCM Principal Opportunities Fund, L.P.
including any affiliate ("Oaktree") may invest.
1. Oaktree and Kenneth S. Grossman, P.C. ("Grossman") will form a
partnership, limited liability company, or other entity, the form of
which will be mutually determined taking into account the nature of
the transaction and each parties tax concerns (the "Joint Venture"),
for the purpose of making an investment in Emerson Radio including,
but not limited to, the purchase of 8.5% Senior Subordinated
Convertible Debentures due 2002 of Emerson Radio (the "Convertible
Notes"). The likely nature of the Joint Venture will be for each party
to hold the securities it purchases in its own account with this
letter governing the distributions and rights of each party. Both
parties will devote such time and resources to the Joint Venture as
required. Specifically Ken Grossman will devote such time as is
necessary to oversee the purchase, structure, and management of the
Investments and will operate at the direction of Oaktree as set forth
in paragraph 9 hereof.
2. The Joint Venture will be capitalized by Oaktree contributing **%1 of
all capital needed and Grossman or its designee contributing **% of
all capital needed; provided that Grossman shall not be obligated to
contribute more than $** to the Joint Venture but at its option
Grossman may contribute more than $** at the above percentages. Each
party will also contribute any Convertible Notes it owns to the Joint
Venture, the cost basis of which will be credited to such party's
capital contribution. The Joint Venture shall have the option to
purchase, as a single block, the Emerson Radio common shares owned by
Grossman. The exercise price, which will be credited to Grossman's
capital contribution, shall be the average market price for the ten
trading days prior to the options exercise date. All reasonable out of
pocket costs and expenses incurred by either party relating to the
Emerson Radio investment will be paid or reimbursed by Oaktree. Ken
Grossman will not incur out of pocket expenses or costs in excess of
$** without the express approval of Oaktree.
- -----------------
(1) Portions of this document marked as ** have been omitted pursuant to a
request for confidential treatment.
<PAGE> 2
Kenneth S. Grossman
January 6, 1998
Page 2 of 3
3. Distributions from the Joint Venture, or if the Joint Venture is
not formed, distributions from the Investments, shall be made
when realized in accordance with the percentage of capital
contributed by each party; provided that once Oaktree receives
distributions from the Joint Venture in order for Oaktree to
realize a ** rate of return on its total invested capital (the
"IRR") equal to **% per annum (the "Preferred Distributions"),
Oaktree shall transfer to Grossman additional distributions equal
to **% of the distributions payable to Oaktree beyond the
Preferred Distributions in consideration for Grossman's
introducing and structuring the transaction. The IRR shall be
determined using all cash disbursements (including direct
expenses) and cash receipts by or to Oaktree related to the Joint
Venture. Oaktree will not allocate any indirect expenses
(including salaries, rent, insurance or similar items) to the
Joint Venture for the purposes of calculating the IRR. Neither
party will receive any other compensation in connection with the
Emerson Radio investment; provided, however, that each party
shall be able to collect fees or other compensation in connection
with any board of director responsibilities.
4. In the event that Oaktree obtains voting control of Emerson's
board of directors (the "Board"), it will make reasonable efforts
to cause Grossman or its designee to be elected to the Board and
to receive compensation in connection with this role no less
favorable than any other non-management director; provided,
however, that in such capacity Grossman or its designee must act
at the direction of Oaktree.
5. Oaktree and Grossman hereby agrees that both parties will keep
the terms of this letter and proposed transaction confidential
and shall not disclose to any third party except to their
respective attorneys, accountants and advisers who need to know
and agrees to keep such information confidential. Grossman agrees
to cease any discussions regarding the Emerson Radio investment
or Convertible Notes, which are not in furtherance of the
interests of the Joint Venture, with any other party immediately.
6. The parties will execute mutually acceptable definitive documents
that Oaktree will prepare as soon as possible.
7. Grossman represents and warrants to Oaktree that ** has no
interest in the Joint Venture and hereby indemnifies and holds
Oaktree harmless from any claim of ** relating to the activities
of the joint venture.
8. Grossman further represents and warrants to Oaktree that it owns
$650,000 face value of Convertible Notes and 100,000 shares of
Emerson common stock. Oaktree represents and warrants to Grossman
that it owns $1 million face value of
<PAGE> 3
Kenneth S. Grossman
January 6, 1998
Page 3 of 3
Convertible Notes.
9. Oaktree shall have complete discretion and control over the
investments of the Joint Venture including the price paid for any
securities or assets purchased by the Joint Venture, the timing
and price of the sale of such securities and assets and all
strategy decisions in connection therewith. Grossman shall have
the right to review and to have his counsel review any 13-D or
other filings with the Securities and Exchange Commission in
connection with the Investments not less than three days in
advance of such filings.
10. It is the parties' intention that this letter agreement be
binding and conclusive as between them even if no further
documentation evidencing the Joint Venture is executed.
If the foregoing is acceptable to you, please sign a copy of this letter and fax
it to me at (213) 694-1593, and I will then have the attorneys start preparing
more definitive documents to structure the Joint Venture and the Emerson Radio
investment. We look forward to working with you.
Should you have any questions, please feel free to give me a call at (213)
694-1513.
OCM Principal Opportunities Fund, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
/s/ Stephen A. Kaplan
By: Stephen A. Kaplan
Agreed and accepted to:
Kenneth S. Grossman, P.C.
/s/ Kenneth S. Grossman
- -----------------------------
By: Kenneth S. Grossman
Its: President
