SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
EMERSON RADIO CORP.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
291087203
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(CUSIP Number)
with a copy to:
Elizabeth J. Calianese, Esq. John D. Schupper, Esq.
Emerson Radio Corp. Lowenstein Sandler PC
Nine Entin Road 65 Livingston Avenue
Parsippany, New Jersey 07054 Roseland, New Jersey 07068
(973) 884-5800 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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. |X|
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 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).
<PAGE>
CUSIP No. 291087203
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Geoffrey P. Jurick
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check 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 7) Sole Voting Power: 14,575,109*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by 9) Sole Dispositive Power: 600,100*
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Each Reporting 10) Shared Dispositive Power: 0
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Person With
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 14,575,109*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row (11): 36.5%
14) Type of Reporting Person (See Instructions): IN
* Mr. Jurick's beneficial ownership consists of (i) 100 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Emerson Radio Corp. (the
"Company") directly owned by him, (ii) 9,875,000 shares of Common Stock of the
Company held by Mr. Jurick and, 3,164,340 and 935,669 shares of Common Stock of
the Company held by Thomas Hackett, Official Liquidator of Fidenas International
Bank Limited ("Fidenas Liquidator") and Barclays Bank PLC ("Barclays"),
respectively, pursuant to the provisions of the Termination, Settlement,
Redemption and Option Agreement, dated and so ordered by the United States
District Court of the District of New Jersey (the "U.S. District Court") as of
May 25, 2000 by and between the Company, Mr. Jurick and his affiliated
companies, the Fidenas Liquidator and Barclays (the "Option Agreement") and
(iii) 600,000 shares of Common Stock issuable upon exercise of options owned by
Mr. Jurick and exercisable within 60 days. Mr. Jurick has the right to vote the
shares of Common Stock held by the Fidenas Liquidator and Barclays pursuant to a
proxy granted under the terms of the Option Agreement. All of the shares are
subject to certain restrictions.
<PAGE>
Geoffrey P. Jurick hereby amends the Schedule 13G, filed with the Securities and
Exchange Commission on February 21, 1995, relating to the shares of common
stock, $.01 par value (the "Common Stock"), of Emerson Radio Corp. (the
"Company"), as follows:
Item 1. Security and Issuer.
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This statement on Schedule 13D (the "Schedule 13D") relates to shares of Common
Stock of the Company, whose principal executive offices are located at 9 Entin
Road, Parsippany, New Jersey 07054.
Item 2. Identity and Background.
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Geoffrey P. Jurick's 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 the Company and the Chairman of
the Board and Chief Executive Officer of Sport Supply Group, Inc., a distributor
of sporting goods to institutional customers.
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 3. Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4. Purpose of Transaction.
----------------------
Pursuant to the Company's bankruptcy restructuring plan, on March 31,
1994, approximately 30 million shares of the Company's Common Stock were issued
to entities affiliated with Mr. Jurick, the Company's Chairman of the Board,
Chief Executive Officer and President (the "Affiliated Entities"). On June 11,
1996, as part of a global settlement of all litigation between the Company,
Petra and Donald Stelling (the "Stellings"), the Fidenas Liquidator, Barclays,
Mr. Jurick and the Affiliated Entities, the parties executed a Settlement
Agreement in the U.S. District Court (the "Settlement Agreement") which
terminated substantially all litigation between the parties and provided for,
among other things, the payment by Mr. Jurick and the Affiliated Entities of
$49.5 million to the Stellings, the Fidenas Liquidator and Barclays (the
"Creditors"), to be paid from the proceeds of the sale of approximately 29.2
million shares of the Company's Common Stock (the "Settlement Shares") owned by
the Affiliated Entities. In addition, Mr. Jurick was to have been paid the sum
of $3.5 million from the sale of the Settlement Shares. The Settlement Shares
were deposited with the Court in two pools: Pool A consisting of approximately
<PAGE>
15.3 million shares and Pool B consisting of the number of shares for which Mr.
Jurick must retain beneficial ownership of voting power to avoid an event of
default arising out of a change of control pursuant to the terms of the
Company's Loan and Security Agreement ("Senior Secured Credit Facility") with a
U.S. financial institution (the "Lender") and/or the Indenture ("Indenture")
governing the Company's 8 1/2% Senior Subordinated Convertible Debentures Due
2002 (the "Debentures").
On March 3, 2000, pursuant to the request of the Stellings, the
Fidenas Liquidator and Barclays, the U.S. District Court terminated the
Settlement Agreement upon the ground that there was no reasonable prospect that
the goals contemplated by the Settlement Agreement could be accomplished and
scheduled a hearing to determine, among other things, the rights and remedies of
the various parties. On April 19, 2000, the Court ruled that the Settlement
Shares were to be distributed to the Creditors as follows: the Fidenas
Liquidator - 44.44%, Stellings - 42.42% and Barclays - 13.14%. The Creditors had
previously agreed that Mr. Jurick retain control of all beneficial ownership
required by the Senior Secured Credit Facility and/or the Indenture to avoid an
event of default arising out of a change in control.
On May 25, 2000, the Court implemented, in part, its termination of the
Settlement Agreement by approving the transactions contemplated in the Option
Agreement whereby it was agreed that: 1.) the Settlement Shares would be
reregistered as follows: the Fidenas Liquidator - 5,402,600, the Fidenas
Liquidator - 3,164,340, Stellings - 8,177,533, Barclays - 1,597,400, Barclays -
935,669 and Mr. Jurick - 9,875,000 (Mr. Jurick's shares represent the amount
required to be held by Mr. Jurick pursuant to the Company's Senior Secured
Credit Facility and the Indenture); 2.) the Company would purchase, pro rata, an
aggregate of 7,000,000 shares from the Fidenas Liquidator and Barclays for $6
million ("Initial Purchase"); 3.) Mr. Jurick's shares, the Fidenas Liquidator's
and Barclays' remaining shares, Consent Judgments and their Releases would be
deposited with the Court and Mr. Jurick was granted the Proxy to vote the
Fidenas Liquidator's and Barclays' shares so deposited; 4.) the Fidenas
Liquidator and Barclays would grant Emerson (or Jurick, if Emerson was unable or
unwilling to exercise) a one year option to purchase, pro rata, an additional
4,100,009 shares (the "Creditor Option Shares") at a price of $1.34 per share;
5.) Emerson (or Jurick) would have the right, at its sole option, to extend the
option for an additional one year on each of the first and second year
anniversaries of the Initial Purchase upon notice and payment to the Fidenas
Liquidator and Barclays, pro rata, of $500,000 for the first extension and $2.55
million for the second extension. (None of the payment for the first extension
but $2 million of the payment for the second extension would be credited to the
purchase price of the Creditor Option Shares upon exercise of the option); 6.)
in the event the option was exercised, the Fidenas Liquidator and Barclays would
deliver to Emerson (or Jurick) stock certificates representing their Creditor
Option Shares and would deliver to Mr. Jurick their Consent Judgments, Releases
and 57.58% of Mr. Jurick's shares; and, 7.) in the event the option was not
exercised or an option extension payment not timely made, upon filing of a
Certification, the Fidenas Liquidator and Barclays would be entitled to the
immediate receipt of their Releases and Consent Judgments. Additionally, 57.58%
of Mr. Jurick's shares would be distributed, pro rata, to the Fidenas Liquidator
and Barclays upon the earlier of the maturity or payment date of the Debentures.
Other than the division of the Settlement Shares, the Court has not yet
implemented the termination of the Settlement Agreement as to Stellings.
Item 5. Interest in Securities of the Issuer.
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As of July 10, 2000, there was 39,377,615 shares of Common Stock issued
and outstanding. As of such date, Mr. Jurick beneficially owned 14,575,109
shares of Common Stock, or 36.5% of the total outstanding Common Stock, of which
(i) 100 shares are owned directly by Mr. Jurick, (ii) 9,875,000 are held by Mr.
Jurick, subject to the Option Agreement, (iii) 4,100,009 are held by the Fidenas
Liquidator and Barclays and Mr. Jurick has the right to vote pursuant to proxy
granted to Mr. Jurick under the terms of the Option Agreement (as described in
Item 6 below) and (iv) 600,000 shares are issuable upon exercise of options
<PAGE>
owned by Mr. Jurick and exercisable within 60 days. Mr. Jurick has sole voting
power with respect to all of these shares of Common Stock, except as set forth
in Item 4. Mr. Jurick has sole power to dispose or direct the disposition of
600,100 shares of Common Stock, including 600,000 shares of Common Stock
issuable upon exercise of options owned by Mr. Jurick. Mr. Jurick's ability to
dispose or direct the disposition of the remaining shares of Common Stock is
subject to the restrictions set forth in Item 4. Except as described in Items 4
and 5, Mr. Jurick does not have shared power to vote or direct the vote or
shared power to dispose or direct the disposition of any shares of Common Stock.
Except as described in Item 4 above, Mr. Jurick has not effected any
transactions in the Common Stock during the past 60 days.
No other person is known to Mr. Jurick 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 Mr. Jurick, except as described in Item 4 above.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
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Pursuant to the terms of the Option Agreement, the Fidenas Liquidator
and Barclays have given Mr. Jurick an irrevocable proxy to vote the
approximately 4.1 million shares of Common Stock owned by them at any annual or
special meeting of stockholders of the Company. Section 8.4 of the Option
Agreement states the following:
"8.4 Proxy. (a) Each of the Creditors hereby appoints Jurick,
with full power of substitution, to vote all of the Creditors' Shares owned by
such Creditor at any annual or special meeting of stockholders of Emerson, or
any adjournments or postponements thereof, by solicitation of proxies, by
solicitation of consents or otherwise, at which shares of Common Stock, of
Emerson would be entitled to vote (the "Proxy"). Each of the Creditors expressly
acknowledges that Jurick shall have the right to exercise, in person or by his
nominees or proxies, all voting rights and powers granted under the Delaware
General Corporation Law in respect of the Creditors' Shares, and to take part in
or consent to any corporate or stockholder action of any kind whatsoever
permissible under the Delaware General Corporation Law, without regard to any
instructions, written or otherwise, that may be given by such Creditor in
respect of such vote. The right to vote shall include the right to vote for the
election of directors and in favor of or against any resolution or proposed
action of any character whatsoever that may be presented at any meeting or
require the consent of the stockholders of Emerson. Each of the Creditors
further acknowledges that its attendance at any such vote of the stockholders
shall not affect the validity of this Proxy. This Proxy is coupled with an
interest in the Creditors' Shares that are the subject of this Proxy and is
irrevocable. Each of the Creditors further agrees that it shall not take any
action or step, or fail to take and action or step, which shall revoke or limit
this Proxy or otherwise diminish or prevent the practical realization of the
rights granted to Jurick hereunder, subject to the undersigned's rights under
this Agreement to sell the Creditors' Shares to Emerson.
(b) Each of the Creditors has the full power and authority to grant
this Proxy. This Proxy shall remain valid and in effect (the "Proxy Term") until
11:59 p.m., Eastern Time on the earlier of the Option Closing Date or the Option
Expiration Date.
<PAGE>
(c) Without limiting the generality of the Proxy, Jurick may vote the
Creditors' Shares in favor of the election of himself as a director of Emerson
and of, and in favor of, ratification and approval of the acts of himself as a
director and officer in the general conduct of the business and affairs of
Emerson."
Item 7. Material to be Filed as Exhibits.
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None
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
July 11, 2000
/s/ Geoffrey P. Jurick
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
