SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended December 31, 1997
" TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]
For The Transition Period From ________ To
__________
Commission File No. 1-10704
_________________________
SPORT SUPPLY GROUP, INC.
EMPLOYEES' SAVINGS PLAN
(Full Title of the Plan)
SPORT SUPPLY GROUP, INC.
(Name of issuer of the securities held pursuant to the plan)
1901 Diplomat Drive, 75234
Farmers Branch, Texas
(Address of principal (Zip code)
executives offices)
<PAGE>
SPORTS SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
INDEX
Page
Report of Ernst & Young LLP, Independent Auditors........... F-2
Report of Independent Public Accountants.................... F-3
Statement of Net Assets Available for
Plan Benefits With Fund Information as of December 31, 1997 F-4
Statement of Net Assets Available for
Plan Benefits With Fund Information as of December 31, 1996 F-5
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information for the Year Ended
December 31, 1997.......................................... F-6
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information for the Year Ended
December 31, 1996.......................................... F-7
Notes to Financial Statements............................... F-8
Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes.. F-13
Item 27d - Schedule of Reportable Transactions.............. F-14
Item 27e - Schedule of Nonexempt Transactions............... F-16
Signatures.................................................. F-17
Index to Exhibits........................................... F-18
Consent of Ernst & Young LLP, Independent Auditors.......... F-19
Consent of Independent Public Accountants................... F-20
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Plan Administrator
Sport Supply Group, Inc. Employees' Savings Plan
We have audited the accompanying statement of net assets available
for plan benefits of the Sport Supply Group, Inc. Employees' Savings
Plan (the Plan) as of December 31, 1997, and the related statement of
changes in net assets available for plan benefits for the year then
ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audit. Other auditors were
engaged to audit the financial statements and supplemental schedules
of the Plan for the year ended December 31, 1996. Their report dated
April 17, 1997, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1997, and the changes in net
assets available for plan benefits for the year then ended, in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as of
December 31, 1997, and reportable transactions for the year then
ended, are presented for the purposes of complying with the
Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974,
and are not a required part of the basic financial statements. The
Fund Information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for
plan benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to
the auditing procedures applied in the audit of our 1997 financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the 1997 financial statements taken as a
whole.
ERNST & YOUNG LLP
June 12, 1998
Dallas, Texas
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Sport Supply Group, Inc. Employees' Savings Plan:
We have audited the accompanying statement of net assets available
for plan benefits of the Sport Supply Group, Inc. Employees' Savings
Plan (the Plan) as of December 31, 1996, and the related statement of
changes in net assets available for plan benefits for the year then
ended. These financial statements are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1996, and the changes in net
assets available for plan benefits for the year then ended, in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Fund information in
the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The Fund information has
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 17, 1997
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1997
Corporate
Bond
Company Retirement High Basic Global
Stock Preservation Income Growth Value Capital Allocation
Fund Trust Fund Fund Fund Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair $35,440 $ 77,804 $81,141 $369,064 $196,243 $25,552 $41,025 $(16,196) $810,073
value .................
Participant loans - 21,175 - - - - - - 21,175
receivable
35,440 98,979 81,141 369,064 196,243 25,552 41,025 (16,196) 831,248
Employee contributions 2,712 6,284 5,416 39,662 15,548 11,480 16,901 16,196 114,199
receivable ............
Employer contributions 622 1,342 1,095 8,271 3,118 2,323 3,520 - 20,291
receivable ............
Total assets............ 38,774 106,605 87,652 416,997 214,909 39,355 61,446 - 965,738
LIABILITIES
Contributions - - - - - - - 13,213 13,213
refundable ............
Total liabilities....... - - - - - - - 13,213 13,213
Net assets available $38,774 $106,605 $87,652 $416,997 $214,909 $39,355 $61,446 $(13,213) $952,525
for plan benefits .....
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1996
Money Limited Equity Disciplined Company
Market Volatility Index Value Stock
Fund Bond Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at $57,225 $70,221 $243,313 $187,341 $33,329 $591,429
fair value ...
Participant
loans 15,965 - - - - 15,965
receivable ...
73,190 70,221 243,313 187,341 33,329 607,394
Dividend/intere
st receivable 251 359 412 215 8 1,245
Employee
contributions 787 1,484 7,366 3,892 1,357 14,886
receivable ...
Other 439 12 1,543 - 386 2,380
receivables ..
Total assets ... 74,667 72,076 252,634 191,448 35,080 625,905
LIABILITIES
Accrued 87 1,234 - 502 47 1,870
liabilities ..
Total 87 1,234 - 502 47 1,870
liabilities ..
Net assets
available for $74,580 $70,842 $252,634 $190,946 $35,033 $624,035
plan benefits
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
Year Ended December 31, 1997
Retire- Corporate
ment Bond Growth Basic Capital Global
Money Limited Equity Discip- Company Preser- High Fund Value Fund Allocation
Market Volatility Index lined Stock vation Income Fund Fund
Fund Bond Fund Value Fund Trust Fund Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment
earnings:
Dividends,
interest $4,155 $4,927 $ 1,259 $ 1,409 $ 149 $7,744 $4,090 $28,246 $12,947 $725 $4,135 $(625) $ 69,161
income, loan
repayments,
and other
Net
appreciation - (937) 7,986 (2,882) 7,674 - 1,184 6,722 12,149 (201) (4,595) - 27,100
(depreciation)
in fair value
of investments
Employee 5,609 6,909 19,472 13,798 10,655 20,345 14,541 112,383 45,982 32,582 47,966 (10,088) 320,154
contributions
Employer - - - - 1,724 3,574 2,963 23,734 9,122 6,538 10,029 (2,500) 55,184
contributions
9,764 10,899 28,717 12,325 20,202 31,663 22,778 171,085 80,200 39,644 57,535 (13,213) 471,109
Participant
withdrawals,
loan (3,014) (8,137) (40,456) (69,726) (14,461) (2,564) - (2,113) (1,538) (289) (811) - (143,109)
withdrawals,
distributions,
and other
Transfers (81,330)(73,604)(240,895)(133,545) (2,000) 77,506 64,874 248,025 136,247 - 4,722 - -
between funds
Net increase (74,580)(70,842)(252,634)(190,946) 3,741 106,605 87,652 416,997 214,909 39,355 61,446 (13,213) 328,490
(decrease) in
net assets
Net assets
available
for plan 74,580 70,842 252,634 190,946 35,033 - - - - - - - 624,035
benefits,
beginning of
year
Net assets
available
for plan $ - $ - $ - $ - $38,774 $106,605 $87,652 $416,997 $214,909 $39,355 $61,446 $(13,213)$952,525
benefits, end
of year
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
Year Ended December 31, 1996
Money Limited Equity Discip- Company
Market Volatility Index lined Stock
Fund Bond Fund Value Fund Total
Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment
earnings:
Dividends,
interest $ 5,172 $ 3,857 $4,739 $20,457 $ 250 $34,475
income, and
other
Net
appreciation/
(depreciation) - (896) 34,383 4,606 (13,250) 24,843
in fair
value of
investments
Employee 16,097 21,443 55,112 37,349 17,504 147,505
contributions
21,269 24,404 94,234 62,412 4,504 206,823
Participant
withdrawals (3,703) (4,938) (2,696) (38,696) (2,589) (52,622)
and
distributions
Transfers 7,516 (2,560) 517 (6,088) 615 -
between funds
Net increase 25,082 16,906 92,055 17,628 2,530 154,201
in net assets
Net assets
available
for plan 49,498 53,936 160,579 173,318 32,503 469,834
benefits,
beginning of
year
Net assets
available
for plan $74,580 $70,842 $252,634 $190,946 $ 35,033 $624,035
benefits, end
of year
See accompanying notes.
</TABLE>
<PAGE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. Description of the Plan
Sport Supply Group, Inc. Employees' Savings Plan (the Plan) was
established on June 1, 1993, and was amended on October 18, 1995, to
comply with Internal Revenue Service requirements. The following
description of the Plan is provided for general information purposes
only. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution retirement plan established
by Sport Supply Group, Inc. (the Company), under the provisions of
Section 401(a) of the Internal Revenue Code (IRC), which includes a
qualified deferral arrangement as described in Section 401(k) of the
IRC, for the benefit of eligible employees of the Company. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Employees become eligible to participate in the Plan upon the
completion of one year of service and attainment of age 21.
Employees, except for leased employees and employees whose employment
is governed by a collective bargaining agreement (unless agreement
expressly provides for participation in the Plan), who had satisfied
the eligibility requirements prior to the effective date of the Plan
were eligible to participate as of June 1, 1993. Eligible employees
may become participants on the earlier of the first day of the Plan
year or the first day of the seventh month of the Plan year
coinciding with or next following the date the employees satisfy the
Plan's eligibility requirements.
Contributions
In accordance with Amendment I to the Plan, effective May 1,
1997, participants may elect to defer up to 15% of their compensation
each year, wherein previously participants could defer up to 8% of
their compensation. However, total deferrals for each employee in any
taxable year may not exceed a dollar limit ($9,500 for 1997 and 1996)
which is set by Internal Revenue Service regulations. These
contributions are invested at the participant's discretion into funds
administered by Bank One, Texas, N.A. until April 30, 1997, and by
Merrill Lynch Trust Company of Texas (the Trustee) after April 30,
1997.
<PAGE>
The Company may elect to contribute to the Plan by means of a
matching contribution, a special discretionary contribution, or an
additional discretionary amount. The Company did not make any
contributions in 1996. The Company contributed $57,684 in 1997,
consisting of a matching contribution equal to 25% of a participant's
deferrals up to 6% of the employee's eligible compensation. Effective
May 1, 1997, Amendment I to the Plan allows the Company to contribute
to the Plan more than once a year, and states that all Company
contributions are fully vested and not subject to forfeiture.
Amendment I also requires the employee to be actively employed on the
last day of the month in which the Company's contribution is made.
Until May 1, 1997, a participant must be actively employed on the
last day of Plan year or complete more than 500 hours of service
prior to terminating employment in order to share in the Company's
matching contribution, special discretionary contribution, or
additional discretionary amount.
Investment Options
Through April 30, 1997, participants could direct contributions
into the following investment options:
Money Market Fund - This fund invest in instruments in
which the dollar-weighted average portfolio maturity may
not exceed 90 days.
1. Description of the Plan (continued)
Limited Volatility Bond Fund - This fund invests in bonds,
preferred stocks, and obligations issued or guaranteed by
the U.S. government. All remaining assets will be invested
in debt securities of all types.
Equity Index Fund - This fund invests in the stocks which
comprise the Standard & Poor's 500 Composite Index.
Disciplined Value Fund - This fund invests in equity
securities with below-market average price-to-earnings and
price-to-book ratios.
Company Stock Fund - This fund invests principally in the
Company's common stock.
As of May 1, 1997, the Company offered the following new
investment options, including the Company Stock Fund:
Retirement Preservation Trust Fund - This fund invests in
assets with AAA or Aaa ratings or U.S. Government agency
securities.
<PAGE>
Corporate Bond High Income Fund - This fund invests
primarily in a diversified portfolio of corporate fixed
income securities, such as corporate bonds and notes,
convertible securities and preferred stocks.
Growth Fund - This fund invests in a diversified portfolio
of primarily equity securities placing principal emphasis
on those securities that management of the fund believes to
be undervalued.
Basic Value Fund - This fund invests in securities,
primarily equities, that management of the fund believes
are undervalued.
Capital Fund - This fund invests in equity, debt (including
money market) and convertible securities to achieve the
highest total investment return.
Global Allocation Fund - This fund invests in United States
and foreign equity, debt, and money market securities, the
combination of which will be varied in response to changing
market and economic trends.
Vesting
A participant is 100% vested in his/her salary deferral amounts
contributed to the Plan and, effective May 1, 1997, in any of the
Company's contributions made to the Plan.
1. Description of the Plan (continued)
Benefits
Participants or beneficiaries are able to receive vested funds
from their accounts under the following circumstances:
Normal retirement (normal retirement age is 65)
Late retirement
Death
Total and permanent disability
If a participant terminates for reasons other than those listed
above, he/she will be entitled to receive only the vested portion of
his/her account.
Participant Loans
The Trustee may, at its discretion, make loans to participants
and beneficiaries. The amount the Plan may loan to a participant is
limited by rules under the IRC. The outstanding balance of any one
participant's loans will be limited to the lesser of $50,000 or one-
half of the participant's vested account balance. The minimum loan is
$1,000. Participant loan balances and related loan activity are
included in the Retirement Preservation Trust Fund in 1997 and the
Money Market Fund in 1996.
<PAGE>
Hardship Withdrawals
Participants are allowed to withdraw employee account balances
prior to termination of their employment under certain conditions as
specified in the Plan. Participants may not make contributions for at
least one year after the receipt of the distribution.
2. Income Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated December 1, 1995, that the Plan and related
trust are designed in accordance with applicable sections of the IRC.
The Plan has been amended since receiving its determination letter;
however, the Company believes that the Plan is designed and is
currently being operated in compliance with the applicable provisions
of IRC.
3. Plan Termination
While it currently has no intent to do so, the Company has the
right to terminate the Plan at any time. Upon termination of the
Plan, all participants will become fully vested, and the assets of
the Plan will be distributed to the participants in accordance with
the Plan provisions.
4. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements have been prepared on the
accrual basis of accounting.
4. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from these estimates.
Income Recognition
Interest and other income are recorded as earned on the accrual
basis. Dividend income is recorded on the ex-dividend date.
Investment Valuation
Investments of the Plan are stated at their fair values. The
Company's stock is valued at the last sales price on the day of
valuation, or lacking any sales, at the price at which it was last
traded prior to the valuation day. Shares of registered investment
companies are valued at quoted market prices which represent the net
asset value of shares held by the Plan at year-end.
<PAGE>
Administrative and Investment Expenses
All trustee fees, investment management fees, record-keeping
fees, and audit fees are paid by the Company at its discretion on
behalf of the Plan. The Company paid fees on behalf of the Plan of
approximately $20,000 and $40,000 for 1997 and 1996, respectively.
5. Investments
The following investments represented 5% or more of the net
assets available for plan benefits at December 31:
1997 1996
Description
The One Group Prime Money Market Fund $ - $ 57,225
The One Group Limited Volatility Bond Fund - 70,221
The One Group Equity Index Fund ..... - 243,313
The One Group Disciplined Value Fund - 187,341
Sports Supply Group, Inc. Common Stock - 33,329
Retirement Preservation Trust Fund .. 77,804 -
Corporate Bond High Income Fund ..... 81,141 -
Growth Fund ......................... 369,064 -
Basic Value Fund .................... 196,243 -
6. Nonexempt Transactions
Certain employee contributions from 1994 to 1997 were not
deposited into the Plan's trust on a timely basis, resulting in
nonexempt transactions which have been disclosed in a supplemental
schedule, due primarily to the transition of the Plan's trustee from
Bank One, Texas, N.A. to Merrill Lynch Trust Company of Texas. These
contributions were subsequently deposited into the Plan's trust
during 1997 and the first six months of 1998.
7. Year 2000 (unaudited)
The Company has developed a plan to modify its internal
information technology to be ready for the Year 2000 and has begun
converting critical data processing systems. The project also
includes determining whether third party service providers have
reasonable plans in place to become Year 2000 compliant. The Company
currently expects the project to be substantially complete by early
1999. The Company does not expect this project to have a significant
effect on Plan operations.
<PAGE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
EIN: 75-2241783
PLAN #: 001
(e)
(a) (b) (c) (d) Current
Identity of Issuer Description Cost Value
* Merrill Lynch Trust Retirement $ 77,804 $ 77,804
Co. of Texas Preservation Trust
Fund
* Merrill Lynch Trust Corporate Bond High 80,204 81,141
Co. of Texas Income Fund
* Merrill Lynch Trust Growth Fund 362,787 369,064
Co. of Texas
* Merrill Lynch Trust Basic Value Fund 184,262 196,243
Co. of Texas
* Merrill Lynch Trust Capital Fund 25,762 25,552
Co. of Texas
* Merrill Lynch Trust Global Allocation Fund 45,601 41,025
Co. of Texas
* Sport Supply Group, Common Stock 35,290 35,440
Inc.
* Participants Participant loans with
interest rates
ranging from 8.25% to - 21,175
10%
$811,710 $847,444
*Party-in-interest
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
EIN: 75-2241783
PLAN #: 001
(h)
Current
Value of
Assets on
(a) (b) (c) (d) (g) Transaction (i)
Identy of Purchase Selling Cost of Date Net Gain
Party Involced Description of Asset Price Price Assets or (Loss)
Category (i) - Individual transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C>
*Bank One, The One Group Limited $ - $75,091 $76,245 $75,091 $(1,154)
Texas, N.A. Volatility Bond Fund
*Bank One, The One Group Equity - 263,883 199,249 263,883 64,634
Texas, N.A. Index Fund
*Bank One, The One Group - 193,323 185,872 193,323 7,451
Texas, N.A. Disciplined Value Fund
*Merrill Lynch Retirement 65,366 - 65,366 65,366 -
Trust Company Preservation Trust
of Texas Fund
*Merrill Lynch Basic Value Fund 133,545 - 133,545 133,545 -
Trust Company
of Texas
*Merrill Lynch Corporate Bond High 73,604 - 73,604 73,604 -
Trust Company Income Fund
of Texas
*Merrill Lynch Growth Fund 240,895 - 240,895 240,895 -
Trust Company
of Texas
Category (iii) - Series of transactions in excess of 5% of plan assets
*Bank One, The Group One Prime 684,513 - 684,513 684,513 -
Texas, N.A. Money Market Fund - 741,738 741,738 741,738 -
*Bank One, The One Group Limited 7,888 - 7,888 7,888 -
Texas, N.A. Volatility Bond Fund - 77,173 78,347 77,173 (1,174)
*Bank One, The One Group 12,747 - 12,747 12,747 -
Texas, N.A. Disciplined Value - 197,206 189,467 197,206 7,739
Fund
*Bank One, The One Group Equity 22,228 - 22,228 22,228 -
Texas, N.A. Index Fund - 273,529 206,270 273,529 67,259
*Merrill Lynch Retirement 88,512 - 88,512 88,512 -
Trust Company Preservation Trust - 10,708 10,708 10,708 -
of Texas Fund
*Merrill Lynch Growth Fund 368,199 - 368,199 368,199 -
Trust Company - 5,857 5,412 5,857 445
of Texas
</TABLE>
<PAGE>
<TABLE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (CONTINUED)
YEAR ENDED DECEMBER 31, 1997
EIN: 75-2241783
PLAN #: 001
(h)
Current
Value of
Assets on
(a) (b) (c) (d) (g) Transaction (i)
Identy of Purchase Selling Cost of Date Net Gain
Party Involced Description of Asset Price Price Assets or (Loss)
Category (iii) - Series of transactions in
excess of 5% of plan assets (continued)
<S> <C> <C> <C> <C> <C>
*Merrill Lynch Basic Value Fund $189,899 $ - $189,899 $189,899 $ -
Trust Company - 5,806 5,637 5,806 169
of Texas
*Merrill Lynch Corporate Bond High 89,378 - 89,378 84,378 -
Trust Company Income Fund - 9,422 9,174 9,422 248
of Texas
*Merrill Lynch Global Allocation Fund 46,475 - 46,475 46,475 -
Trust Company - 855 874 855 (19)
of Texas
*Party-in-interest
Columns (e) and (f) are not applicable.
</TABLE>
<PAGE>
SPORT SUPPLY GROUP, INC. EMPLOYEES' SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
EIN: 75-2241783
PLAN #: 001
(c)
Description of Transactions
(b) Including Maturity Date, Rate
(a) Relationship to Plan, of Interest, Collateral, Par,
Identity of Employer, or or
Party Involved Other Party- Maturity Value
in-Interest
Sports Supply Employer Contributions of $1,863 for
Group, Inc. the payroll periods from
December 1994 through June
1996 were deposited May 5,
1997.
Sports Supply Employer Contributions of $1,180 for
Group, Inc. the payroll period December
1996 were deposited May 5,
1997.
Sports Supply Employer Contributions of $5,231 for
Group, Inc. the payroll period March 1997
were deposited May 5, 1997.
Sports Supply Employer Contributions of $39,019 for
Group, Inc. the payroll period in May
1997 were deposited on July
24, 1997.
Sports Supply Employer Contributions of $39,803 for
Group, Inc. the payroll period in June
1997 were deposited
August 12, 1997.
Sports Supply Employer Contributions of $51,510 for
Group, Inc. the payroll periods in August
and September 1997 were
deposited November 12, 1997.
Sports Supply Employer Contributions of $16,196 for
Group, Inc. the payroll periods in
September 1997 were deposited
in June 1998.
Sports Supply Employer Contributions of $64,980 for
Group, Inc. the payroll periods in
October and November 1997
were deposited January 15,
1998.
Sports Supply Employer Contributions of $34,800 for
Group, Inc. the payroll period in
December 1997 were deposited
March 5, 1998.
Columns (d) - purchase price, (e) - selling price, (f) - lease
rental, (g) - expenses incurred in connection with transaction, (h) -
cost of asset, (i) - current value of asset, and (j) - net gain or
(loss) on each transaction are not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the persons who administer the employee benefit plan have duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPORT SUPPLY GROUP, INC.
EMPLOYEES' SAVINGS PLAN
June 29, 1998 By: /s/ John P. Walker
John P. Walker
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Number Description
Page
23 Consent of Ernst & Young LLP, Independent Auditors F-19
23.1 Consent of Independent Public Accountants F-20
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-64470) pertaining to the Employees'
Savings Plan of Sport Supply Group, Inc. of our report dated June 12,
1998, with respect to the financial statements and supplemental
schedules of the Sport Supply Group, Inc. Employees' Savings Plan
included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
June 29, 1998
Dallas, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated April 17, 1997,
included in this Form 11-K for the year ended December 31, 1997, into
Sport Supply Group, Inc.'s previously filed Registration Statement
File No. 33-64470.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 26, 1998
