SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
February 24, 2000
(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.
<PAGE>
CUSIP NO. 848915104
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) |_|
________________
* 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) 781,000 shares held by Emerson Radio (Hong Kong)
Limited, a wholly-owned subsidiary of Emerson ("Emerson HK"). 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.
<PAGE>
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
3,381,000*
8) Shared Voting Power
0
9) Sole Dispositive Power
3,381,000*
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By Each Reporting Person
3,381,000*
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|X|
13) Percent of Class Represented by Amount in Row (11) 40.7%
14) Type of Reporting Person
CO, HC
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) |_|
<PAGE>
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) 2.7%
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 3,381,000
shares of SSG beneficially owned by Emerson. Mr. Jurick disclaims
beneficial ownership of the shares of SSG beneficially owned by Emerson.
<PAGE>
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:
The following individuals are no longer officers or directors of
Emerson: Eugene I. Davis, Raymond L. Steele, Eddie Rishty, and Kitty Chan.
The following individuals are now officers or directors of Emerson:
Stephen H. Goodman is a Director of Emerson. Mr. Goodman is also
President, Chief Executive Officer and a Director of the Singer Company, N.V.,
an international manufacturer and distributor of consumer and industrial sewing
machines and a global retailer and distributor of other consumer durable
products. Mr. Goodman's principal business address is 915 Broadway, 18th Floor,
New York, New York 10010.
Mario Andriani is President of Emerson Radio Consumer Products
Corporation, a wholly-owned subsidiary of Emerson. Mr. Andriani's principal
business address is c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054.
Christina A. Iatrou is Assistant Secretary and Assistant General
Counsel of Emerson. Ms. Iatrou's principal business address is c/o Emerson, Nine
Entin Road, Parsippany, New Jersey 07054.
None of the above individuals have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor 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.
The background information for Geoffrey P. Jurick, Robert H. Brown,
Peter G. Bunger, Jerome H. Farnum, John P. Walker and John J. Raab is hereby
amended by deleting such information in its entirety and substituting the
following therefor:
Geoffrey P. Jurick is Chairman of the Board, Chief Executive Officer
and President of Emerson and a Director of Emerson HK. Mr. Jurick's principal
business address is c/o Emerson HK, 705-711 Tower #2, The Gateway, 25-27 Canton
Road, Kowloon, Hong Kong.
Robert H. Brown is a Director of Emerson. Mr. Brown is President and
Chief Executive Officer of Frost Securities, Inc., an investment banking firm.
Mr. Brown's principal business address is c/o Frost Securities, Inc., 2727 N.
Harwood, Dallas, Texas 75201-1515.
Peter G. Bunger is a Director of Emerson. Mr. Bunger's principal
occupation is as consultant to Savarina AG, a portfolio management monitoring
firm. Mr. Bunger's principal business address is c/o Savarina AG, Clarinden
Strasse 22, C-H 8027, Zurich, Switzerland.
<PAGE>
Jerome H. Farnum is a Director of Emerson. Mr. Farnum's principal
occupation is as an independent business and financial consultant. Mr. Farnum's
address is 17 Hampshire Place, Monroe Township, New Jersey 08831.
John P. Walker is Executive Vice President and Chief Financial Officer
of Emerson. Mr. Walker's principal business address is c/o Emerson, 1901
Diplomat Drive, Dallas, Texas 75234.
John J. Raab is Senior Vice President - International of Emerson and a
Director of Emerson HK. Mr. Raab's principal business address is c/o Emerson,
Nine Entin Road, Parsippany, New Jersey 07054.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding thereto the
following:
Through a series of ordinary open market purchases in February and
March 2000, Emerson HK acquired an aggregate of 111,500 shares of Common Stock
for a total purchase price of $810,842. The purchase price was paid out of
Emerson HK's working capital.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by deleting such Item in
its entirety and substituting the following therefor:
The Reporting Persons intend to continue to review from time to time
their positions with respect to the shares of Common Stock owned by them, and
may, depending on the circumstances then existing, including their evaluation of
the SSG business, assets, operations, the industry in general, economic
conditions, prevailing market prices for the Common Stock, investment
opportunities of Emerson and other factors, determine to increase, decrease or
dispose of the ownership of the Common Stock.
Except for the transactions described in this Schedule 13D, as of the
date hereof, neither of the Reporting Persons has any plan or proposal relating
to:
(a) The acquisition by any person of additional securities of SSG, or
the disposition of securities of SSG;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving SSG or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of SSG or any of
its subsidiaries;
(d) A change in the present board of directors or management of SSG,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) A material change in the present capitalization or dividend policy
of SSG;
(f) One or more other material changes in SSG's business or corporate
structure;
<PAGE>
(g) Changes in SSG's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control
of SSG by any person;
(h) Causing a class of securities of SSG to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of SSG becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Item 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 February 11, 2000, as
of February 10, 2000, there were 7,267,108 shares of Common Stock issued and
outstanding. As of March 9, 2000, Emerson beneficially owned 3,381,000 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) 781,000 shares of
Common Stock held by Emerson Radio (Hong Kong) Limited ("Emerson Hong Kong"), a
wholly-owned subsidiary of Emerson, or 40.7% 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 3,381,000 shares.
As of March 9, 2000, Mr. Jurick beneficially owned 200,000 shares of
Common Stock issuable upon exercise of options owned by Mr. Jurick within 60
days, or 2.7% 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 3,381,000 shares of Common Stock beneficially owned by
Emerson.
Each of Emerson HK and Mr. Jurick disclaims beneficial ownership of
the shares of Common Stock beneficially owned by the other.
During the past 60 days, Emerson purchased an aggregate of 111,500
shares of Common Stock on the dates and at the prices set forth below. All of
such purchases were effected in ordinary open market transactions.
Date No. of Shares Price/Share
2/1/00 2,500 $ 6.250
2/1/00 2,500 $ 6.375
2/2/00 5,000 $ 6.500
2/3/00 5,000 $ 6.750
2/3/00 5,000 $ 6.750
2/4/00 600 $ 6.938
<PAGE>
2/4/00 2,400 $ 7.313
2/4/00 2,000 $ 7.250
2/7/00 100 $ 7.375
2/8/00 3,000 $ 7.563
2/8/00 200 $ 7.625
2/10/00 5,800 $ 7.500
2/10/00 1,000 $ 7.350
2/14/00 4,500 $ 7.250
2/15/00 5,000 $ 7.250
2/16/00 2,000 $ 7.000
2/16/00 2,000 $ 7.063
2/18/00 2,000 $ 6.875
2/18/00 1,000 $ 7.000
2/22/00 5,000 $ 7.000
2/23/00 5,000 $ 7.000
2/24/00 11,500 $ 6.970
2/28/00 2,500 $ 7.125
2/29/00 21,900 $ 7.662
3/3/00 14,000 $ 8.125
------ ------
111,500 $810,842
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 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended by adding thereto the following:
(8) Joint Filing Agreement dated as of March 9, 2000 by and between
Emerson Radio Corp. and Geoffrey P. Jurick.
<PAGE>
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: March 9, 2000
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
___________________________
Geoffrey P. Jurick
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT INDEX
Page No. In
Sequential
Numbering
Exhibit No. Exhibit Name System
(9) Joint Filing Agreement dated as of March 9,
2000 by and between Emerson Radio Corp. and
Geoffrey P. Jurick
<PAGE>
Exhibit 9
JOINT FILING AGREEMENT
The undersigned agree that this 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: March 9, 2000
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
__________________________
Geoffrey P. Jurick
