SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
SPORT SUPPLY GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title and Class of Securities)
848915104
(CUSIP Number)
Elizabeth J. Calianese, Esq.
Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey 07054
(973) 884-5800
with a copy to:
John D. Schupper, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box [___].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
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CUSIP NO. 848915104 Page 2 of 19
1) Names of Reporting Persons I.R.S. Identification No. of Above Persons
(entities only).
Emerson Radio Corp.
EIN: 22-3285224
2) Check the Appropriate Box if a Member of a Group.
(a) |X|
(b) |_|
3) SEC Use Only
4) Source of Funds
Not Applicable
5) Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization
Delaware
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
3,269,500*
8) Shared Voting Power
0
9) Sole Dispositive Power
3,269,500*
10) Shared Dispositive Power
0
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
|X|
13) Percent of Class Represented by Amount in Row (11)
39.1%
14) Type of Reporting Person
CO, HC
______________
* Includes (i) 1,000,000 shares issuable upon exercise of warrants
beneficially owned by Emerson Radio Corp. ("Emerson") and exercisable
within 60 days and (ii) 669,500 shares held by Emerson Radio (Hong Kong)
Limited, a wholly-owned subsidiary of Emerson. Excludes 200,000 shares
issuable upon exercise of options owned by Geoffrey P. Jurick and
exercisable within 60 days. Mr. Jurick is the Chairman of the Board and
Chief Executive Officer of Sport Supply Group, Inc. ("SSG"). Mr.
Jurick beneficially owns approximately 61% of the issued and outstanding
shares of Emerson and is the Chairman of the Board, Chief Executive
Officer and President of Emerson, and, therefore, may be deemed to
control Emerson. As a result of such control, Mr. Jurick may be deemed
to beneficially own the shares of SSG beneficially owned by Emerson.
Each of Emerson and Mr. Jurick disclaims beneficial ownership of the
shares of SSG beneficially owned by the other.
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CUSIP NO. 848915104 Page 3 of 19
1) Names of Reporting Persons I.R.S. Identification No. of Above Persons
(entities only).
Geoffrey P. Jurick
2) Check the Appropriate Box if a Member of a Group.
(a) |X|
(b) |_|
3) SEC Use Only
4) Source of Funds
Not Applicable
5) Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization
Germany
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
200,000*
8) Shared Voting Power
0
9) Sole Dispositive Power
200,000*
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By Each Reporting Person
200,000*
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|X|
13) Percent of Class Represented by Amount in Row (11)
2.6%
14) Type of Reporting Person
IN
___________________
* Represents 200,000 shares issuable upon exercise of options owned by
Mr. Jurick and exercisable within 60 days. Mr. Jurick is the Chairman of
the Board and Chief Executive Officer of SSG. Mr. Jurick beneficially
owns approximately 61% of the issued and outstanding shares of Emerson and
is the Chairman of the Board, Chief Executive Officer and President of
Emerson, and, therefore, may be deemed to control Emerson. As a result of
such control, Mr. Jurick may be deemed to beneficially own the 3,269,500
shares of SSG beneficially owned by Emerson. Mr. Jurick disclaims
beneficial ownership of the shares of SSG beneficially owned by Emerson.
<PAGE>
CUSIP NO. 848915104 Page 4 of 19
Emerson Radio Corp. ("Emerson") and Geoffrey P. Jurick (together, the
"Reporting Persons") hereby amend the Schedule 13D of Emerson (as previously
amended as of the date hereof, the "Schedule 13D") relating to the shares of
common stock, par value $.01 per share (the "Common Stock"), of SSG as follows:
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by adding thereto the
following:
One of the Reporting Persons filing this Schedule 13D is Geoffrey P.
Jurick, whose business address is Emerson Radio Corp., Nine Entin Road,
Parsippany, New Jersey 07054. Mr. Jurick is the Chairman of the Board, Chief
Executive Officer and President of Emerson, a distributor and licensor of
televisions and other video products, microwave ovens, clocks, clock radios,
audio and home theater products. Mr. Jurick serves as the Chairman of the Board
and Chief Executive Officer of SSG.
Mr. Jurick has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Jurick is a citizen
of Germany.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding thereto the
following:
On August 3, 1999, Emerson and Geoffrey P. Jurick entered into a letter
of intent with Oaktree Capital Management, LLC and certain of its affiliated
entities (collectively, "Oaktree"), a copy of which is attached hereto as
Exhibit 6 and incorporated herein by reference (the "Letter of Intent"). The
Letter of Intent sets forth a series of proposed transactions which, if
consummated, would result in the following:
1. The sale by Emerson of its entire ownership interest in SSG to
Oaktree. Under the terms of the Letter of Intent, Oaktree would purchase from
Emerson 2,269,500 shares of SSG Common Stock (approximately 31% of SSG's total
issued and outstanding shares of Common Stock) and warrants to purchase an
additional 1,000,000 shares of SSG Common Stock. The purchase price would
consist of approximately $15 million in cash, the surrender by Oaktree of $13.9
million face amount of Emerson's 8 1/2% Senior Subordinated Convertible
Debentures presently owned by Oaktree, and an exit consent amending certain
provisions of the indenture governing Emerson's 8 1/2% Senior Subordinated
Convertible Debentures due 2002, as described below. After giving effect to
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CUSIP NO. 848915104 Page 5 of 19
this transaction, Oaktree would beneficially own approximately 46% of SSG's
issued and outstanding Common Stock.
2. The purchase by Emerson of up to $23 million of its outstanding
common stock through a self-tender offer at a price of not less than $1.00 per
share. The $15 million cash proceeds from the sale of the SSG securities would
be utilized by Emerson to fund in part a partial tender offer to repurchase up
to $23 million of Emerson's outstanding common shares at a cash purchase price
of not less than $1.00 per share. The remainder of the $23 million would come
from additional borrowings. Mr. Jurick, who beneficially owns 29,752,642 Emerson
common shares, including options to purchase 600,000 shares of Emerson Common
Stock (approximately 61% of Emerson's issued and outstanding shares), would
agree to tender his shares into the tender offer but would not sell shares
having a value of more than $18.8 million regardless of the proration provisions
of the tender.
3. A net reduction of approximately $5.9 million of Emerson's
indebtedness. In addition, pursuant to the Letter of Intent, Oaktree would agree
to amend the terms of the indenture governing Emerson's 8 1/2% Senior
Subordinated Convertible Debentures due 2002 to permit the transactions
described in the Letter of Intent and to eliminate certain restrictive covenants
contained therein.
4. The resolution of litigation between Emerson's Chairman and largest
shareholder, Geoffrey P. Jurick, and certain of his creditors. Pursuant to the
terms of the Letter of Intent and an Option Agreement dated as of July 30, 1999
among Oaktree and the other parties thereto (the "Option Agreement"), a copy of
which is attached hereto as Exhibit 7 and incorporated herein by reference,
Oaktree would acquire all claims held by certain creditors of Mr. Jurick for $20
million. The claims to be acquired by Oaktree have been the subject of
litigation in the U.S. District Court for the District of New Jersey. Mr. Jurick
had previously been obligated to sell a majority of his Emerson shares to
provide a fund for the payment of such claims. However, under the terms of the
transactions, Mr. Jurick would use amounts received by him pursuant to Emerson's
self-tender, together with certain other funds, to acquire those claims from
Oaktree, thereby eliminating the need for him to sell his Emerson shares.
Subject to approval by SSG's Board, Mr. Jurick also intends to assign options to
acquire 300,000 shares of SSG's Common Stock to Oaktree.
Completion of the transactions described above are subject to a number
of conditions, including Oaktree's satisfaction with its pre-acquisition due
diligence review of SSG, the execution of mutually satisfactory definitive
agreements among the parties, regulatory and court approvals, receipt by
Emerson's Board of a fairness opinion, the completion by Emerson of refinancing
of a portion of its outstanding debt to consummate the self tender offer and
certain other corporate approvals.
The description of the transactions set forth above is a summary only
and is qualified in its entirety by reference to the agreements attached as
exhibits hereto.
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CUSIP NO. 848915104 Page 6 of 19
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in SSG's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on May 17, 1999, as of May 7,
1999, there were 7,365,774 shares of Common Stock issued and outstanding. As of
May 7, 1999, Emerson beneficially owned 3,269,500 shares of Common Stock,
including (i)1,000,000 shares issuable upon exercise of warrants owned by
Emerson and exercisable within 60 days and (ii) 669,500 shares of Common Stock
held by Emerson Radio (Hong Kong) Limited ("Emerson Hong Kong"), a wholly-owned
subsidiary of Emerson, or 39.1% of the total outstanding Common Stock. Emerson
is deemed to beneficially own the shares of Common Stock held by Emerson Hong
Kong. Emerson has sole voting and dispositive power with respect to the
3,269,500 shares.
As of May 7, 1999, Mr. Jurick beneficially owned 200,000 shares of
Common Stock issuable upon exercise of options owned by Mr. Jurick within 60
days, or 2.6% of the total outstanding Common Stock. Mr. Jurick has sole voting
and dispositive power with respect to these shares of Common Stock. Mr. Jurick
beneficially owns approximately 61% of the issued and outstanding shares of
Emerson and is the Chairman of the Board, Chief Executive Officer and President
of Emerson. As a result of such control, Mr. Jurick may be deemed to
beneficially own the 3,269,500 shares of Common Stock beneficially owned by
Emerson.
Each of Emerson and Mr. Jurick disclaims beneficial ownership of the
shares of Common Stock beneficially owned by the other.
Except as described in Item 4 above, the Reporting Persons have not
effected any transactions in the Common Stock during the past 60 days.
No other person is known to the Reporting Persons to have the right to
receive or power to direct dividends from, or proceeds from the sale of, shares
of Common Stock beneficially owned by the Reporting Persons, except for 500,000
shares of Common Stock pledged to Emerson's senior secured lender.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding a reference to
Item 4, regarding the description of the Letter of Intent and the Option
Agreement.
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CUSIP NO. 848915104 Page 7 of 19
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended by adding thereto the following:
(6) Letter of Intent dated as of August 3, 1999 by and among Oaktree
Capital Management, LLC and its affiliates, Emerson Radio Corp. and
Geoffrey P. Jurick.
(7) Option Agreement dated as of July 30, 1999 by and among Oaktree
Capital Management, LLC, and its affiliates, Thomas Hackett, Official
Liquidator of Fidenas International Bank Limited, Petra Stelling and
Barclays Bank plc.
(8) Joint Filing Agreement dated as of August 4, 1999 by and between
Emerson Radio Corp. and Geoffrey P. Jurick.
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CUSIP NO. 848915104 Page 8 of 19
Signature
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: August 4, 1999
EMERSON RADIO CORP.
By: /s/ Geoffrey P. Jurick
___________________________________
Name: Geoffrey P. Jurick
Title: Chairman of the Board, Executive
Officer and President
/s/ Geoffrey P. Jurick
___________________________________
Geoffrey P. Jurick
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
<PAGE>
CUSIP NO. 848915104 Page 9 of 19
EXHIBIT INDEX
Page No. In
Sequential
Numbering
Exhibit No. Exhibit Name System
(6) Letter of Intent dated as of August 3, 1999 10
by and among Oaktree Capital Management, LLC
and its affiliates, Emerson Radio Corp. and
Geoffrey P. Jurick
(7) Option Agreement dated as of July 30, 1999 14
by and among Oaktree Capital Management, LLC
and its affiliates, Thomas Hackett, Official
Liquidator of Fidenas International Bank
Limited, Petra Stelling and Barclays Bank plc
(8) Joint Filing Agreement dated as of August 4, 19
1999 by and between Emerson Radio Corp. and
Geoffrey P. Jurick
<PAGE>
CUSIP NO. 848915104 Page 10 of 19
Exhibit 6
OAKTREE CAPITAL MANAGEMENT, LLC
333 SOUTH GRAND AVENUE
LOS ANGELES, CA.
August 3, 1999
Emerson Radio Corp.
9 Entin Road
Parsippany, NJ 07054
Geoffrey P. Jurick
c/o Emerson Radio Corp.
9 Entin Road
Parsippany, NJ 07054
Dear Sirs,
Oaktree Capital Management, LLC, on behalf of investment funds for
which it is investment manager ("Oaktree"), is pleased to submit its expression
of interest (the "Offer") regarding the potential acquisition of certain
securities of Sport Supply Group, Inc. ("Sport") on the terms and conditions set
forth below.
1. Form of Transaction. The proposed transaction will be effected by
the following steps:
(a) Oaktree will purchase certain claims (the "Claims") against
Geoffrey P. Jurick ("Jurick")for Twenty Million Dollars ($20,000,000) pursuant
to the attached Option Agreement (the "Option Agreement"). In conjunction
therewith, Oaktree will deliver to Jurick items (i) through (iv) and (vi) of
Section 1(d) of the Option Agreement and Jurick and Emerson Radio Corp.
("Emerson") will deliver to Oaktree items (i) and (ii) of Section 1(e) of the
Option Agreement.
(b) Oaktree will purchase from Emerson the 2,269,500 shares of common
stock of Sport owned by Emerson and the 1,000,000 $7.50 warrants to purchase
Sport common stock owned by Emerson in exchange for (i) Oaktree's assistance in
arranging the transactions reflected herein, (ii) an executed consent amending
the indenture for Emerson's outstanding publicly owned debt (the "Bonds") so as
to permit these transactions and otherwise eliminate restrictive covenants,
(iii) surrender of $13,889,000 face amount of Bonds and (iv) Fifteen Million
Dollars ($15,000,000).
(c) Emerson will make a Twenty-Three Million Dollar ($23,000,000)
self-tender for its common stock at a price of not less than One Dollar ($1.00)
per share.
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CUSIP NO. 848915104 Page 11 of 19
(d) Jurick will purchase the Claims from Oaktree and Oaktree will
assign the Claims to Jurick for (i) transfer to Oaktree of Jurick's 300,000
$7.50 options for Sport common stock and (ii) Eighteen Million Eight Hundred
Thousand Dollars ($18,800,000)in cash.
(e) Jurick will tender all of the shares of Emerson common stock owned
by him (including those in the custody of the U.S. District Court for the
District of New Jersey) to the Emerson self-tender described in (c) above.
Jurick agrees that in no event will he be permitted to receive more than
Eighteen Million Eight Hundred Thousand Dollars ($18,800,000) for the shares
which he so tenders. Jurick will assign the proceeds from such tender to Oaktree
to satisfy his obligation described above in (d)(ii).
(f) Emerson will amend its bank facility or enter into a new
replacement bank facility releasing the lien on the Sport securities owned by
Emerson and giving Emerson the ability, after completion of the transactions
reflected herein, to continue its business operations with adequate working
capital.
(g) Emerson and Sport will enter into a mutually satisfactory
extension of the Management Services Agreement between them with the terms
thereof acceptable to Oaktree.
(h) Closing of the transactions described in the Option Agreement and
in sections (a) through (g) above to occur simultaneously (the "Closing").
Without limitation thereof, Oaktree will not close the transactions reflected in
the Option Agreement without the closing of the other items listed in this
section (h).
2. Conditions of the Offer. The Offer is conditional upon the
occurrence of all of the following:
(a) Completion of Oaktree's pre-acquisition due diligence review of
Sport, with results satisfactory (in Oaktree's sole discretion) to Oaktree.
(b) Negotiation and execution of definitive legal documentation
reflecting the transactions outlined in section 1 above, on mutually acceptable
terms and containing customary representations, warranties, covenants and
conditions, and the receipt of all necessary governmental approvals.
(c) Receipt by Emerson's board of directors of a fairness opinion from
an investment banking firm reasonably satisfactory to Oaktree relating to the
transactions described herein.
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CUSIP NO. 848915104 Page 12 of 19
(d) Receipt by Emerson of all necessary Board of Director and
shareholder approvals; provided, however, that Jurick agrees to vote his shares
of common stock of Emerson in favor of the proposed transactions.
3. Sport Agreements. Emerson agrees to use its best efforts to cause
Sport, subject to execution of a mutually acceptable confidentiality agreement,
to provide Oaktree access to information regarding Sport necessary to complete
Oaktree's due diligence review described in section 2(a) above. Emerson agrees
to use its best efforts to cause Sport to consent, at the Closing, to the
transfer to Oaktree of the Sport securities referred to above.
4. Break-Up Fee. If the Closing does not occur because of the
consummation of the sale of all or substantially all of Emerson's Sport
securities to a third party either as a result of or after an offer by a third
party to purchase the Sport securities owned by Emerson and/or Jurick or to
purchase Sport securities generally, Emerson shall, upon the sale of any of
Emerson's Sport securities, pay to Oaktree a break-up fee of One Million Dollars
($1,000,000) in cash.
5. Termination of the Offer. The Offer will terminate upon termination
of the option pursuant to the Option Agreement.
6. Fees and Expenses. Each party hereto shall bear its respective
expenses incurred in connection with the negotiation and consummation of the
proposed acquisition; provided, however, that if (i) the Closing does not occur
for any reason other than Oaktree deciding not to go forward with the
transaction, (ii) the Offer terminates pursuant to section 5 above and (iii)
Oaktree is not paid the fee described in section 4 above, then Emerson shall pay
to Oaktree, promptly upon submission by Oaktree of evidence of its expenses,
one-half (1/2) of Oaktree's out of pocket expenses incurred in attempting to
complete the transactions reflected herein, up to a total reimbursement to
Oaktree not to exceed Two Hundred Fifty Thousand Dollars ($250,000).
7. Binding Effect. Except with respect to sections 4 through 6 above,
this letter shall not constitute a binding contract among the parties hereto but
instead purports to set forth the present intentions of the parties with respect
to the terms proposed to be incorporated in definitive legal documentation.
8. Governing Law. This letter agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York
without giving effect to the conflict of law rules thereof.
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CUSIP NO. 848915104 Page 13 of 19
If you are in agreement with the foregoing, please sign, date and
return the enclosed copy of this letter, which will thereupon constitute our
agreement in principle with respect to the matters set forth herein, but shall
not be a legally binding agreement, except with respect to paragraphs 4 through
6 hereof.
Very truly yours,
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Stephen Kaplan
___________________________________
Name: Stephen Kaplan
Title: Principal
By: /s/ Michael P. Harmon
___________________________________
Name: Michael P. Harmon
Title: Vice President
Accepted to and agreed by
EMERSON RADIO CORP.
By: /s/ Geoffrey P. Jurick
___________________________
Name: Geoffrey P. Jurick
Title: Chairman of the Board, Chief
Executive Officer and President
This 3rd day of August, 1999.
/s/ Geoffrey P. Jurick
_______________________________
Geoffrey P. Jurick
This 3rd day of August, 1999.
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CUSIP NO. 848915104 Page 14 of 19
Exhibit 7
OPTION AGREEMENT
THIS AGREEMENT dated as of July 30, 1999 among Oaktree Capital
MANAGEMENT, LLC, a California limited liability company ("Oaktree"), THOMAS
HACKETT, OFFICIAL LIQUIDATOR OF FIDENAS INTERNATIONAL BANK LIMITED (the "Fidenas
Liquidator"), PETRA STELLING ("Stelling") and BARCLAYS BANK PLC ("Barclays").
WHEREAS the Fidenas Liquidator, Stelling and Barclays (collectively,
the "Creditors") are parties to a Stipulation of Settlement and Order (the
"Stipulation") with Geoffrey P. Jurick ("Jurick"), Fidenas International Limited
L.L.C., Ellison International, Inc., GSE Multimedia Technologies, Inc., f/k/a
GSE Electronic Systems, Inc. and Emerson Radio Corp. (collectively, the "Jurick
Group") entered in Case Nos. 93-27874/NW through 93-27879, 95-B-2263 and
95-1179, pending in the United States District Court for the District of New
Jersey (the "Jersey Cases");
WHEREAS pursuant to the Stipulation 29,152,542 shares of common stock
of Emerson Radio Corp. (the "Emerson Shares") are in the custody of the United
States District Court for the District of New Jersey to be held as security for
amounts payable to the Creditors pursuant to the Stipulation;
WHEREAS proceedings (the "Swiss Proceeding") regarding alleged
violations of law by Jurick and others, initiated by the District Attorney for
the Canton of Zurich, Switzerland are currently pending;
WHEREAS Oaktree, on behalf of certain investment limited partnerships
(the "Oaktree Funds") as to which it serves as investment manager, is desirous
of entering into certain agreements with Emerson Radio Corp. ("Emerson") and
Jurick providing for acquisition of the securities of Sport Supply Group, Inc.
owned by Emerson and Jurick (the "Sport Agreements"), the consummation of which
is conditioned on Oaktree obtaining from the Creditors all of their existing
rights against the Jurick Group and releases by the Creditors of the Jurick
Group (collectively, the "Creditor Rights");
WHEREAS, based on discussions with Emerson and Jurick, Oaktree is
hopeful that it can conclude such agreements within a five month time frame and
therefore wishes to secure from the Creditors an option to purchase the Creditor
Rights on the terms and conditions set forth below; and
WHEREAS, the Creditors are desirous of selling the Creditor Rights to
Oaktree on the terms and conditions set forth below and are therefore willing to
grant to Oaktree the option described below.
NOW, THEREFORE, in order to induce Oaktree to attempt to finalize the
Sport Agreements and to make the necessary expenditures to bring such about, and
for consideration of $1.00 paid to each Creditor by Oaktree simultaneously with
the execution of this Agreement and in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
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CUSIP NO. 848915104 Page 15 of 19
1. The Option. (a) The Creditors hereby grant to Oaktree, acting on
behalf of the Oaktree Funds, an irrevocable option to purchase the Creditors
Rights on the terms and subject to the conditions set forth herein (the
"Option").
(b) The Option may be exercised by Oaktree, only in whole, at any time
during the period commencing on the date of this Agreement and ending on the
date which is five (5) months after the date of this Agreement (the "Expiration
Date").
(c) If Oaktree wishes to exercise the Option, it shall send a written
notice to the Creditors of its intention to exercise the Option, specifying the
place and the time and date of the closing (the "Closing Date") of the purchase
(the "Closing"). Such notice shall be provided to the Creditors not less than
five (5) business days prior to the Closing Date.
(d) At the Closing, each Creditor shall deliver to Oaktree (i) an
assignment of such Creditor's rights against each member of the Jurick Group,
(ii) a general release of each member of the Jurick Group, dated as of the
Closing Date and releasing all claims of such Creditor against each member of
the Jurick Group as of the Closing Date, other than the obligations of Jurick
under the Stipulation (a) to use his best efforts to re-register the "pink
sheet" stock as described in Section 9(d) of the Stipulation and (b) to return
to the Fidenas Liquidator the funds previously deposited by the Fidenas
Liquidator to secure the appearance of Jurick and Jerome Farnum in accordance
with Section 10(i) of the Stipulation, (iii) a consent to the release by the
United States District Court for the District of New Jersey to Jurick of the
Emerson Shares, signed by such Creditor, (iv) a stipulation of dismissal with
prejudice of the Jersey Cases, executed by such Creditor, (v) a general release
of Oaktree by each Creditor and (vi) except as set forth in Section 1(d)(ii)(b)
above, an assignment of all proceeds and rights to proceeds received by such
Creditor as a result of the Swiss Proceedings, all of documents (i) through (vi)
to be in form and substance reasonably satisfactory to Oaktree.
(e) At the Closing, Oaktree shall pay to the Creditors pursuant to the
exercise of the Option, by wire transfer, Twenty Million Dollars ($20,000,000)
in cash in immediately available funds, divided among the Creditors and paid to
such accounts of the Creditors as shall be specified to Oaktree in a writing
signed by all of the Creditors, such writing to be received by Oaktree no more
than two (2) business days prior to the Closing, provided, however, that if no
such specification is received by Oaktree by the required date, Oaktree shall
pay such sum to the custody of the U.S. District Court for the District of New
Jersey, with reference to the Jersey Cases, for the account of the Creditors,
and such payment shall satisfy the payment obligation of Oaktree pursuant to
this subsection (e). At the Closing, Oaktree shall also deliver to each Creditor
(i) a general release of such Creditor by each member of the Jurick Group and by
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CUSIP NO. 848915104 Page 16 of 19
Oaktree and (ii) a stipulation of dismissal with prejudice of the Jersey Cases,
executed by each member of the Jurick Group, both documents described in (i) and
(ii) to be in form and substance reasonably satisfactory to the Creditors.
(f) The Closing shall be subject to the satisfaction of the following
conditions: (i) no court, arbitrator, governmental body, agency or official
shall have issued any order, decree or ruling restraining, enjoining or
prohibiting the consummation of the purchase and sale of the Creditor Rights
pursuant to the exercise of the Option and (ii) the closing of the transactions
reflected in the Sport Agreements shall close simultaneously with the closing of
the Option exercise.
2. Oaktree Covenants. Oaktree covenants to the Creditors as follows:
(a) Oaktree will use its commercially reasonable efforts to attempt to
finalize the Sport Agreements and to close the transactions reflected therein as
soon as reasonably possible. The Creditors acknowledge that Oaktree's decision
to complete such transactions is subject to satisfactory completion, in
Oaktree's sole discretion, of its due diligence regarding Sport Supply Group,
Inc.
(b) If Oaktree determines that the Sport Agreements will not be
finalized or that the transactions reflected therein will not close prior to the
Expiration Date, it will promptly so notify the Creditors and, thereupon, the
Option will expire.
(c) While the Option is in existence, Oaktree will, through its
counsel, respond to inquiries from the Creditors as to the status of efforts to
finalize the Sport Agreements and to close the transactions reflected therein.
3. Further Assurances. The Creditors and Oaktree will, from time to
time, execute and deliver, or cause to be delivered, such additional or further
consents, documents and other instruments as may be reasonably requested for the
purpose of effectively carrying out the transactions contemplated by this
Agreement. Without limitation of the foregoing, the Creditors agree that, after
the Closing, if so requested by a party hereto or Jurick, counsel for each of
the Creditors will promptly provide a copy of the releases delivered pursuant to
Section 1(d)(ii) and a copy of the assignment delivered pursuant to Section
1(d)(vi) to any Swiss or other courts.
4. Standstill. While the Option is in existence, the Creditors agree
not to assign, sell, transfer or impair the Creditor Rights, other than pursuant
to exercise of the Option.
5. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or sent by overnight
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CUSIP NO. 848915104 Page 17 of 19
courier or sent by telecopier to the addresses listed below or to such other
addresses as any party shall specify to the other parties by like notice:
To Oaktree:
Conor D. Reilly
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
Telecopier: 212-351-5247
To the Fidenas Liquidator:
James E. Tolan
Dechert, Price & Rhodes
30 Rockefeller Plaza
New York, NY 10112
Telecopier: 212-698-3599
To Stelling:
David H. Wollmuth
Wollmuth, Maher & Deutsch LLP
500 Fifth Avenue
New York, NY 10110
Telecopier: 212-382-0050
To Barclays:
Wendy S. Walker
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Telecopier: 212-309-6273
(c) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
each party need not sign the same counterpart.
(d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and performed in that state, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law thereof.
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CUSIP NO. 848915104 Page 18 of 19
6. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the U.S. District Court for the
District of New Jersey, this being in addition to any other remedy to which they
are entitled at law or in equity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their authorized signatories as of the date first written above.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Stephen Kaplan
________________________________
Name: Stephen Kaplan
Title:
By: ________________________________
Name:
Title:
THOMAS HACKETT, OFFICIAL LIQUIDATOR
OF FIDENAS INTERNATIONAL
BANK LIMITED
/s/ Thomas Hackett
___________________________________
/s/ Petra Stelling
___________________________________
PETRA STELLING
BARCLAYS BANK PLC
By: /s/ Stanley Garulnick
_______________________________
Name:
Title:
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CUSIP NO. 848915104 Page 19 of 19
Exhibit 8
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 5 to the Schedule 13D
filing herewith relating to the shares of common stock of Sport Supply Group,
Inc. is filed jointly on behalf of each of the undersigned pursuant to
Rule 13d-1(k).
Dated: August 4, 1999
EMERSON RADIO CORP.
By: /s/ Geoffrey P. Jurick
___________________________
Name: Geoffrey P. Jurick
Title: Chairman of the Board,
Chief Executive Officer
and President
/s/ Geoffrey P. Jurick
________________________________
Name: Geoffrey P. Jurick
