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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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
18 Norfolk Road Managing Director & General Counsel
Great Neck, New York 11021 Oaktree Capital Management, LLC
(516) 482-8836 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)
December 2, 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).
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CUSIP NO. 291087
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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
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
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
3,483,134.7
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
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CUSIP NO. 291087
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,483,134.7
OWNED BY
EACH ------------------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
None
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,483,134.7
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,483,134.7
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON
IA;OO
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CUSIP NO. 291087
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SCHEDULE 13D
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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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
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NUMBER OF 7 SOLE VOTING POWER
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
3,483,134.7
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------------------------------
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CUSIP NO. 291087
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This Amendment No. 4 (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 May 13, 1998 as amended by Amendment No. 1 filed on
December 15, 1998, Amendment No. 2 filed on February 10, 1999, and Amendment
No. 3 filed on August 3, 1999.
ITEM 1. SECURITY AND ISSUER
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").
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.
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Executive Officers and Members
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<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>
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CUSIP NO. 291087
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(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 $13,239,000 principal amount of the Issuer's 8-1/2%
Senior Subordinated Convertible Debentures Due 2002 (the "Debentures"), having
paid an aggregate of $10,396,835.00 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, having paid an aggregate of $447,687.50 for
such Debentures. All purchases were made from personal funds.
As of the date of this Statement, the Investors beneficially own 3,483,134.7
shares of Common Stock, which is approximately 6.8% of the Issuer's outstanding
Common Stock issuable upon conversion of the $13,889,000 in principal amount of
the Debentures.
ITEM 4. PURPOSE OF TRANSACTION
The Investors acquired the Debentures for investment purposes in connection with
the Investors' investigation of 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. 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 without limitation the securities of
the Issuer's minority owned subsidiary, a sale of the Issuer's shares of such
subsidiary in one or more public or private transactions or a divestiture or
spin off of such subsidiary, a change of certain members of the Issuer's present
Board of Directors, a possible replacement or renegotiation of the Issuer's
working capital facility or other extraordinary transactions.
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CUSIP NO. 291087
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As a result of these investigations, the Investors previously decided to attempt
to acquire a controlling common stock stake in the Issuer's minority owned
subsidiary, Sport Supply Group, Inc. ("Sport Supply"). In furtherance of that
attempt, Oaktree entered into (i) an Option Agreement, Exhibit 1.4 hereto 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
have resulted in Oaktree acquiring certain rights held by the Creditors against
the Issuer's majority shareholder, Geoffrey P. Jurick ("Jurick") 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,
Exhibit 1.5 hereto and incorporated herein by reference (the "Letter of
Intent"), with the Issuer and Jurick, which if consummated would have resulted
in Oaktree acquiring the 2,269,500 shares of common stock of Sport Supply and
the 1,000,000 $7.50 warrants to purchase Sport Supply common stock owned by the
Issuer and the 300,000 $7.50 options to purchase Sport Supply common stock owned
by Jurick. Consummation of the transactions described in the Option Agreement
and the Letter of Intent were subject to a number of conditions described
therein.
Oaktree and the Investors have decided, after conducting due diligence and
evaluating Sport Supply's business and prospects, not to exercise the Option
and not to complete the transaction outlined in the Letter of Intent.
The Investors intend to review on a continuing basis their investment in the
Debentures. The Investors may, from time to time, retain, convert, sell or
exchange all or a portion of their holdings of the Debentures in the open
market or in privately negotiated transactions. Any actions that the Investors
might undertake with respect to the Debentures will be dependent upon their
review of numerous factors, including, among other things, the availability of
Debentures for purchase, the price levels of such Debentures, 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, properties, operations and prospects, the relative attractiveness of
alternative business and investment opportunities, the actions of the
management and/or the Board of Directors of the Issuer and/or the Creditors and
other future developments including future rulings of the Court, if any.
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, either alone or with
others, will not 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 general partner of the Oaktree Fund,
may be deemed to beneficially own 3,483,134.7 shares of Common Stock or 6.8% of
the Common Stock outstanding (based on 47,828,215 shares of Common Stock
outstanding as of November 5, 1999 as reported on the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ending October 1, 1999). This consists
entirely of 3,483,134.7 shares of Common Stock issuable upon conversion of
$13,889,000 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 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
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CUSIP NO. 291087
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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 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
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 Exhibits 1.2 though 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 May 13, 1998.)
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
which has been granted by the SEC.) (Incorporated by
reference to Exhibit 1.2 to the Schedule 13D filed on May
13, 1998.)
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 Amendment No. 1, filed on December 15,
1998, to the Schedule 13D filed on May 13, 1998.)
Exhibit 1.4 Option Agreement, dated as of August 30, 1999, among
Oaktree and the Creditors. (Incorporated by reference to
Exhibit 1.4 to Amendment No. 3, filed on August 3, 1999,
to the Schedule 13D filed on May 13, 1998.)
Exhibit 1.5 Letter of Intent, dated as of August 3, 1999, among
Oaktree, the Issuer and Jurick. (Incorporated by reference
to Exhibit 1.5 to Amendment No. 3, filed on August 3,
1999, to the Schedule 13D filed on May 13, 1998.)
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CUSIP NO. 291087
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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 December 2, 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
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CUSIP NO. 291087
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EXHIBIT INDEX
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Exhibit Number Description
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<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. (Incorporated by reference to
Exhibit 1.1 to the Schedule 13D filed
on May 13, 1998.)
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 which has been granted by
the SEC.) (Incorporated by reference to Exhibit 1.2
to the Schedule 13D filed on May 13, 1998.)
1.3 Proposal, dated as of December 15, 1998, submitted by
the Investors to the Creditors. (Incorporated by
reference to Exhibit 1.3 to Amendment No. 1, filed on
December 15, 1998, to the Schedule 13D filed on May 13,
1998.)
1.4 Option Agreement, dated as of July 30, 1999, among
Oaktree and the Creditors. (Incorporated by reference
to Exhibit 1.4 to Amendment No. 3 to Schedule 13D
filed on August 3, 1999.)
1.5 Letter of Intent, dated as of August 3, 1999, among
Oaktree, the Issuer and Jurick. (Incorporated by
reference to Exhibit 1.5 to Amendment No. 3 to Schedule
13D filed on August 3, 1999.)
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