SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
SPORT SUPPLY GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
848915104
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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)
January 12, 2001
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(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
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Emerson Radio Corp. EIN: 22-3285224
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO, BK
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Delaware
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Number of 7) Sole Voting Power: 5,326,029*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 5,326,029*
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Person With 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,326,029*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [X]
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13) Percent of Class Represented by Amount in Row (11): 53.8%
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14) Type of Reporting Person (See Instructions): CO, HC
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* 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)
1,096,400 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 45.7% 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>
CUSIP No. 848915104
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Geoffrey P. Jurick
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): Not Applicable
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Germany
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Number of 7) Sole Voting Power: 300,000*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 300,000*
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Person With 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 300,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [X]
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13) Percent of Class Represented by Amount in Row (11): 3.3%
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14) Type of Reporting Person (See Instructions): IN
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* 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
45.7% 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 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 October and
December 2000, Emerson HK acquired an aggregate of 39,600 shares of Common Stock
for a total purchase price of $60,917. The purchase price was paid out of
Emerson HK's working capital.
In addition, in a privately negotiated transaction on January 12, 2001,
Emerson purchased 1,629,629 shares of Common Stock, which were held as treasury
shares, from SSG for a total purchase price of $2,200,000. The purchase price
was paid out of funds made available pursuant to its lending agreement with
Congress Financial Corporation, its senior secured lender.
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:
Except for the transactions described in this Schedule 13D and as set
forth below, as of the date hereof, neither of the Reporting Persons has any
plan or proposal that would result in a transaction of the type described in
Item 4(a)-(j) of Schedule 13D.
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 through
additional purchases, decrease or dispose of the ownership of the Common Stock.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in SSG's Quarterly Report on Form 10-K
filed with the Securities and Exchange Commission on December 28, 2000, as of
December 22, 2000, there were 7,279,165 shares of Common Stock issued and
<PAGE>
outstanding. As a result the transaction described in this Schedule 13D, SSG
issued an additional 1,629,629 shares of Common Stock. Based on these facts, as
of January 12, 2001, Emerson beneficially owned 5,326,029 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) 1,096,400 shares of Common
Stock held by Emerson HK, or 53.8% of the total Common Stock deemed to be
outstanding. 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 5,326,029 shares, except as set forth below.
As of January 12, 2001, Mr. Jurick beneficially owned 300,000 shares of
Common Stock issuable upon exercise of options owned by Mr. Jurick within 60
days, or 3.3% of the total Common Stock deemed to be outstanding. Mr. Jurick has
sole voting and dispositive power with respect to these shares of Common Stock.
Mr. Jurick beneficially owns approximately 45.7% 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 and Emerson HK purchased an aggregate
of 1,669,229 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
or as otherwise disclosed in this Schedule 13D.
Trans. Date No. of Shares Price/Shares
10/11/2000 2,000 2.3750
10/16/2000 3,000 2.2500
10/24/2000 1,300 2.3750
10/24/2000 2,600 2.3750
12/05/2000 4,000 1.5000
12/05/2000 2,500 1.5000
12/06/2000 3,500 1.3750
12/06/2000 3,000 1.3750
12/06/2000 3,000 1.3750
12/06/2000 2,000 1.2500
12/06/2000 2,000 1.2500
12/07/2000 4,500 1.1875
12/11/2000 2,000 1.3125
12/13/2000 200 1.2500
12/19/2000 2,000 1.0000
12/19/2000 2,000 1.0625
1/12/2001 1,629,629 1.3500
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1,669,229 $2,260,917
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(b) Joint Filing Agreement dated as of January 16, 2001 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: January 16, 2001
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(d) Joint Filing Agreement dated as of January 16, 2001
by and between Emerson Radio Corp. and Geoffrey P.
Jurick
<PAGE>
Exhibit 10(b)
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: January 16, 2001
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
