SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
March 21, 2001
--------------------------------------------------------------------------------
(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 Section 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.
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): OO
________________________________________________________________________________
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: 5,463,223*
--------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
--------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 5,463,223*
--------------------------------------
Person With 10) Shared Dispositive Power: 0
--------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,463,223*
________________________________________________________________________________
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): 55.1%
________________________________________________________________________________
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) 1,098,900 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.
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): 3.3%
________________________________________________________________________________
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
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.
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 ordinary open market purchases on January 31 and February 21,
2001, Emerson HK acquired an aggregate of 2,500 shares of Common Stock for a
total purchase price of $4,650. The purchase price was paid out of Emerson HK's
working capital.
Through a series of ordinary open market purchases in March 2001,
Emerson acquired an aggregate of 134,694 shares of Common Stock for a total
purchase price of $247,034. The purchase price was paid out of Emerson's working
capital.
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 February 12, 2001, as
of February 6, 2001, there were 8,908,794 shares of Common Stock issued and
outstanding. Based on these facts, as of March 21, 2001, Emerson beneficially
owned 5,463,223 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)1,098,900 shares of Common Stock held by Emerson HK, or 55.1% 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 5,463,223 shares, except as set forth
below.
As of March 21, 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 137,194 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
----------- ------------- ------------
01/31/01 500 2.100
02/21/01 2,000 1.800
03/14/01 91,694 1.850
03/21/01 43,000 1.800
------ -----
137,194 $251,684
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(e) Joint Filing Agreement dated as of April 11, 2001 by and between
Emerson Radio Corp. and Geoffrey P. Jurick.
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: April 13, 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)
EXHIBIT INDEX
Exhibit No. Exhibit Name
10(e) Joint Filing Agreement dated as of
April 11, 2001 by and between Emerson
Radio Corp. and Geoffrey P. Jurick