SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
SPORT SUPPLY GROUP, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
--------------------------------------------------------------------------------
848915104
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 30, 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 Nos. of Above Persons
(entities only):
Emerson Radio Corp. EIN: 22-3285224
________________________________________________________________________________
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: Delaware
________________________________________________________________________________
Number of 7) Sole Voting Power: 3,476,500*
----------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
----------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 3,476,500*
---------------------------------------
Person With 10) Shared Dispositive Power: 0
-----------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,476,500*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [X]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 42.0%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): 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)
876,500 shares held by Emerson Radio (Hong Kong) Limited, a wholly-owned
subsidiary of Emerson ("Emerson HK"). Excludes 300,000 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 36.0% of
the issued and outstanding shares of Emerson and is the Chairman of the Board,
Chief Executive Officers 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>
CUSIP No. 848915104
________________________________________________________________________________
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: 300,000*
-------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 300,000*
--------------------------------------
Person With 10) Shared Dispositive Power: 0
--------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 300,000*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [X]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 4.0%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IN
________________________________________________________________________________
* Represents 300,000 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
36.0% 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. 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 now officers of Emerson:
Ken A. Corby is Senior Vice President-Finance of Emerson. Mr. Corby's
principal business address is c/o Emerson, 1901 Diplomat Drive, Dallas, Texas
75234.
Paul R. Gullett is Senior Vice President-International and President
of Emerson HK. Mr. Gullett's principal business address is c/o Emerson HK,
705-711 Tower #2, The Gateway, 25-27 Canton Road, Kowloon, Hong Kong.
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 Elizabeth J. Calianese and John J. Raab
is hereby amended by deleting such information in its entirety and substituting
the following therefor:
Elizabeth J. Calianese is Senior Vice President-Human Resources,
General Counsel and Secretary of Emerson. Ms. Calianese's principal business
address is c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054.
John J. Raab is Executive 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 March and May
2000, Emerson HK acquired an aggregate of 95,500 shares of Common Stock for a
total purchase price of $404,203.50. 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:
<PAGE>
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;
(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 May 15, 2000, as of
May 12, 2000, there were 7,275,558 shares of Common Stock issued and
outstanding. As of June 14, 2000, Emerson beneficially owned 3,476,500 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) 876,500 shares of
Common Stock held by Emerson HK, or 42.0% of the total outstanding Common Stock.
Emerson is deemed to beneficially own the shares of Common Stock held by Emerson
HK. Emerson has sole voting and dispositive power with respect to the 3,476,500
shares.
<PAGE>
As of June 14, 2000, Mr. Jurick beneficially owned 300,000 shares of
Common Stock issuable upon exercise of options owned by Mr. Jurick within 60
days, or 4.0% 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 36.0% 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 these relationships, Mr. Jurick may be deemed to
beneficially own the 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.
During the past 60 days, Emerson HK purchased an aggregate of 95,500
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/Shares
---- ------------- ------------
3/31/00 5,000 $6.000
5/15/00 39,500 $4.483
5/30/00 30,000 $4.875
6/12/00 6,000 $4.375
6/13/00 2,000 $4.375
6/13/00 2,000 $4.500
6/14/00 5,500 $4.5625
6/14/00 5,000 $4.6875
-------- ------------
95,500 $404,203.50
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:
(10) Joint Filing Agreement dated as of June 14, 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: June 14, 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
Exhibit No. Exhibit Name
(10) Joint Filing Agreement dated as of June 14, 2000 by
and between Emerson Radio Corp. and Geoffrey P. Jurick
