SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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 16, 2002
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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 Sections 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.
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: 4,736,023*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 4,736,023*
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Person With 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,736,023*
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): 53.1%
14) Type of Reporting Person (See Instructions): CO, HC
__________________
* Includes 1,098,900 shares held by Emerson Radio (Hong Kong) Limited, a
wholly-owned subsidiary of Emerson Radio Corp. ("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 46.6% of the issued and outstanding shares of Emerson Radio
Corp. ("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*
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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
------------------------------------
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
46.6% 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 the Reporting Persons (as
previously amended and 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 in December 2001 and January
2002, Emerson acquired an aggregate of 69,000 shares of Common Stock for a total
purchase price of $66,950. 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 November 13, 2001, as of
such date, there were 8,914,606 shares of Common Stock issued and outstanding.
Based on these facts, as of January 16, 2002, Emerson beneficially owned
4,736,023 shares of Common Stock, including 1,098,900 shares of Common Stock
held by Emerson HK, or 53.1% 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 4,736,023
shares, except as set forth below.
As of January 16, 2002, 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 46.6% 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 purchased an aggregate of 69,000
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
----------- ------------- ------------
12/17/01 20,000 .96
12/19/01 20,000 .96
1/02/02 15,000 .97
1/16/02 14,000 1.00
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69,000 $66,950
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(g) Joint Filing Agreement dated as of February 11, 2002 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: February 12, 2002
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(g) Joint Filing Agreement dated as of February 11,
2002 by and between Emerson Radio Corp. and
Geoffrey P. Jurick
Exhibit 10(g)
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: February 11, 2002
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