SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 5, 1999 (December 18, 1998)
Emerson Radio Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-25226 22-3285224
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9 Entin Road, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(973) 884-5800
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
Incorporated herein by reference is a press release attached hereto as
Exhibit 5(a) and previously released by Registrant through media sources
concerning a proposal for the acquisition of a majority interest in the
Company's common stock by Oaktree Capital Management, LLC.
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Exhibits Index:
Description of Exhibit
5(a) Press Release
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Emerson Radio Corp.
Date: January 5, 1999 By: /s/ Geoffrey P. Jurick
Geoffrey P. Jurick
Chairman of the Board,
Chief Executive Officer
and President
EXHIBIT 5(a)
FOR FURTHER INFORMATION:
John Walker, Chief Financial Officer
(972) 406-7108
FOR IMMEDIATE RELEASE
EMERSON RADIO CORP. ANNOUNCES 13D PROPOSAL BY OAKTREE CAPITAL TO ACQUIRE
MAJORITY INTEREST
PROPOSAL INCLUDES FUNDS FOR BOND REDEMPTION, WORKING CAPITAL AND OTHER POSSIBLE
FINANCIAL RESTRUCTURINGS
Parsippany, NJ - December 18, 1998 - Emerson Radio Corp. (AMEX: MSN) announced
today that Oaktree Capital Management, LLC, an $11 billion private investment
partnership and Kenneth Grossman, an investor in undervalued securities (the
"Investors") have submitted a proposal to acquire more than 29 million shares of
common stock owned by Geoffrey P. Jurick, the Chairman and Chief Executive
Officer of Emerson, for $.50 per share in cash (or $14,576,270).
The 29 million shares constitute approximately 60% of Emerson's issued and
outstanding common stock and are pledged to certain creditors of Mr. Jurick (the
"Creditors") pursuant to a Settlement Agreement. In addition, the proposal
contemplates that the Investors will (i) effect a recapitalization of Emerson
that will provide cash proceeds sufficient to permit Emerson to repurchase any
of Emerson's 8.5% Convertible Senior Subordinated Debentures, due 2002 that are
validly put to Emerson at 100% of face value plus accrued interest as a result
of the change in control attributable to consummation of the proposal and (ii)
will replace or renegotiate, if necessary, Emerson's working capital facility.
Oaktree stated that it has the resources to fund and execute the proposed
acquisition and would not require financing as a condition to closing.
The proposal is described in a Schedule 13D filed by the Investors that also
states that the Creditors have advised the Investors that they will recommend to
the Court presiding over the Settlement Agreement that the Investors be
permitted to commence a due diligence investigation of Emerson. The Investors
stated they do not currently anticipate changing Emerson's operating management
or its strategic course. The closing of the proposed transaction is subject to
certain conditions set forth in the proposal. If this proposal is successful the
Investors will have in excess of $26 million invested in Emerson.
"Oaktree's investment in Emerson's securities clearly indicates their
recognition that the common stock is significantly undervalued at today's market
price", stated Geoffrey P. Jurick, Chairman and Chief Executive Officer of
Emerson. "Emerson is fully aware of this undervaluation and recently repurchased
approximately 2,774,000 shares of common stock pursuant to its ongoing stock
repurchase program."
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The Schedule 13D also discloses the Investors have increased their beneficial
ownership in Emerson's common shares from 5.7% to 6.7% as a result of their
ownership of $13,889,000 in principal amount of Emerson's convertible
debentures. The outstanding principal amount of the debentures is approximately
$20,750,000. The debentures are convertible into shares of Emerson's common
stock at a rate of approximately $4 per share.
EMERSON RADIO CORP. is headquartered in Parsippany, New Jersey. The Company
designs, markets and licenses, throughout the world, full lines of televisions
and other video products, microwave ovens, audio products, telephones and home
theater products. Emerson Radio also has a minority interest in Sport Supply
Group, Inc., which markets its products through specifically targeted direct
mail catalogs.
This press release, other than the historical information, contains
forward-looking statements that involve risks and uncertainties. These risks and
uncertainties are detailed from time to time in the Company's filings with the
Securities and Exchange Commission, including the Company's Reports on Form 10-K
and Form 10-Q. Actual results may vary materially from those stated depending
upon a number of factors, including but not limited to, product supply and
demand, price competition, success of licensing arrangements, and the Company's
ability to develop new products and competition from companies with greater
resources.
