SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)*
SPORT SUPPLY GROUP, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title and Class of Securities)
848915104
(CUSIP Number)
Eugene I. Davis
Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey 07054
(201) 884-5800
with a copy to:
Jeffrey M. Davis, Esq.
Wolff & Samson, P.A.
5 Becker Farm Road
Roseland, New Jersey 07068
(201) 533-6561
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 1996
(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 Rule 13d-1(b)(4), (5) or (6), check the following box
___.
Check the following box if a fee is being paid with this statement X. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 disclosure 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).
================================================================================
CUSIP No. 848915104
Page 1 of 12 pages
No Exhibit Index
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person).
Emerson Radio (Hong Kong) Limited
2) Check the Appropriate Box if a Member of a Group.
(a) ____
(b) ____
3) SEC Use Only
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is required
pursuant to Items 2(d) or 2(e)
____
6) Citizenship or Place of Organization
Hong Kong
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
669,500
8) Shared Voting Power
None
9) Sole Dispositive Power
669,500
10) Shared Dispositive Power
None
11) Aggregate Amount Beneficially Owned By Each Reporting Person
669,500
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
____
13) Percent of Class Represented by Amount in Row (11)
9.9%
14) Type of Reporting Person
CO
<PAGE>
1) Name of Reporting Person (S.S. or I.R.S. Identification No.
of Above Person).
Emerson Radio Corp.
EIN: 22-3285224
2) Check the Appropriate Box if a Member of a Group.
(a) ____
(b) ____
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)
____
6) Citizenship or Place of Organization
Delaware
Number of shares beneficially owned by each reporting person with:
7) Sole Voting Power
None
8) Shared Voting Power
None
9) Sole Dispositive Power
None
10) Shared Dispositive Power
None
11) Aggregate Amount Beneficially Owned By Each Reporting Person
None
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
____
13) Percent of Class Represented by Amount in Row (11)
None
14) Type of Reporting Person
CO, HC
<PAGE>
Item 1. Security and Issuer
This Schedule 13D is filed with respect to the shares of Common Stock,
$0.01 par value (the "Common Stock"), of Sport Supply Group, Inc. (the
"Company"). The address of the Company's principal executive offices is 1901
Diplomat Drive, Farmers Branch, Texas 75234.
Item 2. Identity and Background
This Schedule 13D is filed by Emerson Radio (Hong Kong) Limited, a Hong
Kong limited corporation ("Emerson HK") and Emerson Radio Corp., a Delaware
corporation ("Emerson"). Emerson HK is a wholly-owned subsidiary of Emerson.
Emerson disclaims beneficial ownership of any shares of Common Stock owned by
Emerson HK and reported herein.
Emerson is one of the largest volume consumer electronics distributors in
the United States. Emerson designs, sources, imports and markets a wide variety
of video, audio and other consumer electronics. The trade name "Emerson Radio"
dates back to 1912 and is one of the oldest and most respected names in the
consumer electronics industry. Emerson HK serves as the Asian sourcing
subsidiary for Emerson.
The principal business address and principal office of Emerson is Nine
Entin Road, Parsippany, New Jersey 07054. The principal business address and
principal office of Emerson HK is 705-711 Tower #2, The Gateway, 25-27 Canton
Road, Kowloon, Hong Kong.
The following sets forth the name, address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted for each director and
executive officer of Emerson and Emerson HK.
Geoffrey P. Jurick is Chairman of the Board and Chief Executive Officer 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.
Eugene I. Davis is President and a Director of Emerson and a Director of
Emerson HK. Mr. Davis' principal business address is c/o Emerson, Nine Entin
Road, Parsippany, New Jersey 07054.
Robert H. Brown is a Director of Emerson. Mr. Brown is also Executive Vice
President of Rauscher Pierce Refsnes, Inc., a broker-dealer and regional
investment bank. Mr. Brown's principal business address is c/o Rauscher Pierce
Refsnes, Inc., Plaza of the Americas, 700 N. Pearl Street, 2500 RPR Tower,
Dallas, Texas 75201.
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 8002, Zurich, Switzerland.
Jerome H. Farnum is a Director of Emerson. Mr. Farnum's principal
occupation is as an independent business and financial consultant and his
principal business address is Hohestrasse 78, 8702 Zollikon, Switzerland.
Raymond L. Steele is a Director of Emerson. Mr. Steele is presently retired
and his principal address is c/o Emerson, Nine Entin Road, Parsippany, New
Jersey 07054.
John P. Walker is Executive Vice President and Chief Financials Officer of
Emerson. Mr. Walker's principal business address is c/o Emerson, Nine Entin
Road, Parsippany, New Jersey 07054.
John J. Raab is Senior Vice President - Operations 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.
Eddie Rishty is Senior Vice President - Controller and Logistics of
Emerson. Mr. Rishty's principal business address is c/o Emerson, Nine Entin
Road, Parsippany, New Jersey 07054.
Stuart D. Slugh is Vice President - Engineering and After Sales Service of
Emerson. Mr. Slugh's principal business address is c/o Emerson, Nine Entin Road,
Parsippany, New Jersey 07054.
Elizabeth J. Calianese is Secretary, Vice President - Human Resources and
Deputy General Counsel of Emerson. Ms. Calianese's principal business address is
c/o Emerson, Nine Entin Road, Parsippany, New Jersey 07054.
Paul R. Gullett is Managing Director and Vice President of Emerson HK. Mr.
Gullet's principal business address is c/o Emerson HK, 705-711 Tower #2, The
Gateway, 25-27 Canton Road, Kowloon, Hong Kong.
Kitty Chan is Vice President of Emerson HK. Ms. Chan's principal business
address is c/o Emerson HK, 705-711 Tower #2, The Gateway, 25-27 Canton Road,
Kowloon, Hong Kong.
Teresa Tsui is Vice President of Emerson HK. Ms. Tsui's principal business
address is c/o Emerson HK, 705-711 Tower #2, The Gateway, 25-27 Canton Road,
Kowloon, Hong Kong.
All of the above individuals are citizens of the United States, except for
Geoffrey P. Jurick who is a citizen of the Federal Republic of Germany, Peter G.
Bunger who is a citizen of Switzerland, Kitty Chan who is a citizen of
Australia, and Teresa Tsui who ia a citizen of Hong Kong.
Neither Emerson, Emerson HK, nor any 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.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by Emerson HK in acquiring the shares of
Common Stock reported herein was $4,241,477. None of such funds were borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
securities.
Item 4. Purpose of Transaction.
It is the current intention of Emerson and Emerson HK to acquire, hold, or
dispose of the shares of Common Stock acquired or to be acquired by Emerson HK
for investment purposes. Emerson and Emerson HK intend to review from time to
time their position with respect to the shares of Common Stock and may,
depending on the circumstances then existing, including their evaluation of the
Company's business, assets, operations, the industry in general, economic
conditions, prevailing market prices for the Common Stock, the attitude of the
Company's management, the needs or alternative investment opportunities of
Emerson and Emerson HK, and other factors, determine to increase, decrease, or
dispose of their ownership of the Common Stock.
Emerson HK and/or Emerson may in the future seek to influence the
management of the Company or acquire control of the Company. In that connection,
Emerson HK and/or Emerson may formulate one or more plans or proposals which
relate to or would result in any one or more of the following, although, as of
the date hereof, neither Emerson HK nor Emerson have any such plans or
proposals:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) A change in the present board of directors or management of the
Company, 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
the Company;
(f) One or more other material changes in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company 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 the Company 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.
As of the date hereof, Emerson HK beneficially owns 669,500 shares of
Common Stock which represents 9.9% of the total shares of Common Stock
outstanding (based upon 6,764,834 shares of Common Stock outstanding as of June
17, 1996 as reported by the Company in its Quarterly Report on Form 10-Q for the
fiscal quarter ended May 3, 1996).
Emerson HK has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of such shares of Common Stock and
does not share the power to dispose or to direct the disposition of such shares
of Common Stock with any party. Emerson does not beneficially own any shares of
Common Stock nor has the sole power to vote or to direct the vote, nor the sole
power to dispose or to direct the disposition of, any shares of Common Stock,
and does not share the power to dispose or to direct the disposition of any
shares of Common Stock.
During the past 60 days, Emerson HK purchased an aggregate of 394,800
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.
AVERAGE
DATE NUMBER OF SHARES PRICE PER SHARE
7/5/96 13,100 5.875
7/11/96 10,000 5.875
7/12/96 10,000 5.625
7/15/96 10,000 5.125
7/16/96 1,200 5.000
7/22/96 77,200 5.253
7/23/96 58,500 5.489
7/24/96 15,800 5.054
7/25/96 31,000 5.125
7/26/96 27,000 5.25
7/29/96 22,000 5.50
7/30/96 28,000 5.741
8/1/96 91,000 6.830
No person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
reported herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EMERSON RADIO (HONG KONG)
LIMITED
By: /s/ Eugene I. Davis
Date: August 1, 1996 Name: Eugene I. Davis
Title: Director
EMERSON RADIO CORP.
By: /s/ Eugene I. Davis
Date: August 1, 1996 Name: Eugene I. Davis
Title: President
