-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8EH/ksoBWruC+dj1nsneJVkggCQHoDpqJTaCPAOp+ACLVcZFbS/cSL1c1Ao1bC1 zcBaiNKbL0vuWfJ03UeS3A== 0001104659-09-069203.txt : 20091210 0001104659-09-069203.hdr.sgml : 20091210 20091209200910 ACCESSION NUMBER: 0001104659-09-069203 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091209 GROUP MEMBERS: CHARLES BRONFMAN TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORT SUPPLY GROUP, INC. CENTRAL INDEX KEY: 0000828747 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 222795073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40925 FILM NUMBER: 091232074 BUSINESS ADDRESS: STREET 1: 1901 DIPLOMAT DRIVE CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724849484 MAIL ADDRESS: STREET 1: 1901 DIPLOMAT DRIVE CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: COLLEGIATE PACIFIC INC DATE OF NAME CHANGE: 19980303 FORMER COMPANY: FORMER CONFORMED NAME: DSSI CORP DATE OF NAME CHANGE: 19971031 FORMER COMPANY: FORMER CONFORMED NAME: DRUG SCREENING SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBT Holdings LLC CENTRAL INDEX KEY: 0001408416 IRS NUMBER: 986048671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, SUITE 2200 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: (310) 954-4880 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, SUITE 2200 CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D/A 1 a09-35090_2sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)

 

Sport Supply Group, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class and Securities)

 

84916A104

(CUSIP Number of Class of Securities)

 

Andrew Hauptman
c/o Andell Holdings, LLC
10877 Wilshire Boulevard, Suite
2200

 

with a copy to:
Steven Grossman
O’Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700

Los Angeles, CA 90024

 

Los Angeles, CA 90067

(310) 954-4880

 

(310) 553-6700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 1, 2009

(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(e), 13d-1(f) or 13d-1(g), check the following box: o

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

1



 

CUSIP No.:   84916A104

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
CBT Holdings LLC
I.R.S. Identification No. 98-6048671

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
OO

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,044,072(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,044,072

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,044,072

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.5(2)

 

 

14.

Type of Reporting Person
OO

 


(1) See item 5 of this Schedule 13D (Amendment No. 4).

(2) See item 5 of this Schedule 13D (Amendment No. 4).

 

2



 

CUSIP No.:   84916A104

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Charles Bronfman Trust
I.R.S. Identification No. 98-6048671

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
N/A

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,044,072

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,044,072(3)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,044,072

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.5(4)

 

 

14.

Type of Reporting Person
OO

 


(3) See item 5 of this Schedule 13D (Amendment No. 4).

(4) See item 5 of this Schedule 13D (Amendment No. 4).

 

3



 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) is being filed by CBT Holdings LLC and the Charles Bronfman Trust (together, the “Reporting Persons”), to amend the Schedule 13D filed by the Reporting Persons on August 6, 2007, with respect to the common shares, par value $0.01 per share (the “Common Stock”) of Sport Supply Group, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 to Schedule 13D filed February 7, 2008, Amendment No. 2 to Schedule 13D filed March 14, 2008, and Amendment No. 3 to Schedule 13D filed October 24, 2008 (the “Schedule 13D”).

 

Unless otherwise indicated herein, terms used and defined in the Schedule 13D shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D.

 

Item 2.                    Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended as follows:

 

Annex I to this Amendment No. 4, incorporated herein by reference, contains the name, residence or business address, citizenship and present principal occupation of each executive officer of CBT Holdings, and amends and restates in its entirety the Annex I previously annexed to the Schedule 13D.

 

Annex II to this Amendment No. 4, incorporated herein by reference, contains the name, residence or business address, citizenship and present principal occupation of each trustee of CBT, and amends and restates in its entirety the Annex II previously annexed to the Schedule 13D.

 

Item 4.                    Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to add the following information:

 

On December 1, 2009, the Issuer retired all of its outstanding 5.75% Convertible Senior Subordinated Notes due 2009 (the “Convertible Notes”), including the Convertible Notes previously held by CBT Holdings, at a price equal to their face value.  CBT Holdings received an aggregate of $12,958,000 in cash upon retirement of the Convertible Notes previously held by it.  As of the date of filing of this Amendment No. 4, CBT Holdings does not hold any Convertible Notes.

 

Effective July 1, 2009, Scott H. Richland resigned from his position as a manager of CBT Holdings and as a director on the Board of Directors of the Issuer.  Mr. Richland had previously been elected to the Issuer’s Board of Directors following the Issuer’s nomination and recommendation to its stockholders of Mr. Richland’s election at the request of CBT Holdings pursuant to CBT Holdings’ rights under the Purchase Agreement.

 

4



 

Item 5.                    Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended to add the following information:

 

(a) - (b) The percentages set forth in this response to Items 5(a) and 5(b) are based on 12,425,949 shares of Issuer Common Stock outstanding as of December 9, 2009 (as reported on the Issuer’s Form 10-Q (filed November 4, 2009)).

 

As of the date of this Amendment No. 4, CBT Holdings beneficially owns 2,044,072 shares of Issuer Common Stock, constituting approximately 16.5% of the outstanding shares of Issuer Common Stock.  Because CBT is the sole member of CBT Holdings, CBT may be deemed to beneficially own the Shares.  CBT and CBT Holdings may be deemed to share voting and dispositive power over such Shares.  CBT disclaims beneficial ownership of all Shares.

 

(c) Other than as described above or otherwise in the Schedule 13D, there have been no transactions in the Issuer’s Common Stock by the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the persons set forth on Schedule I to the Schedule 13D, which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less.

 

Item 7.                    Material to be Filed as Exhibits.

 

Exhibit A.

 

Joint Filing Agreement (incorporated by reference to Exhibit B to the Reporting Persons’ Schedule 13D filed with the Securities and Exchange commission on August 6, 2007).

 

 

 

Exhibit B.

 

Power of Attorney from the Wilmington Trust Company, a Trustee of the Charles Bronfman Trust.

 

5



 

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:  December 8, 2009

 

 

 

CBT HOLDINGS LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew Hauptman

 

 

 

Name:

Andrew Hauptman

 

 

 

Title:

Manager

 

 

 

 

 

 

 

 

 

 

 

 

CHARLES BRONFMAN TRUST

 

 

 

 

 

 

 

 

 

 

By:

/s/ Leonard M. Nelson, Trustee

 

 

 

 

Leonard M. Nelson, a Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

WILMINGTON TRUST

 

 

COMPANY, a Trustee

 

 

 

 

 

 

 

 

By:

/s/ Leonard M. Nelson

 

 

 

Leonard M. Nelson, Attorney-In-Fact for the Wilmington Trust Company, a Trustee

 

6



 

Annex I

 

Executive Officers of CBT Holdings LLC

 

The following sets forth as to each executive officer of CBT Holdings: his name; his title at CBT Holdings; his business address; his citizenship; and his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

 

Name

 

Title

 

Present Business Address

 

Present Principal Occupation

 

Citizenship

 

 

 

 

 

 

 

 

 

Andrew Hauptman

 

Manager

 

10877 Wilshire Boulevard, Suite 2200
Los Angeles, CA 90024

 

Chief Executive Officer, Andell Holdings, LLC (private investment holding company)

 

United States

 

 

 

 

 

 

 

 

 

Bruce Judelson

 

Manager

 

c/o Kozusko Harris Vetter Wareh
129 Church Street, Suite 510
New Haven, CT 06510

 

Attorney, Kozusko Harris Vetter Wareh

 

United States

 

 

 

 

 

 

 

 

 

Richard Fava

 

Manager

 

c/o Kozusko Harris Vetter Wareh
129 Church Street, Suite 510
New Haven, CT 06510

 

Attorney, Kozusko Harris Vetter Wareh

 

United States

 

7



 

Annex II

 

Trustees of the Charles Bronfman Trust

 

The following sets forth as to each of the trustees of the Charles Bronfman Trust: his or her name; his or her business address; his or her citizenship; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

 

Name

 

Present Business Address

 

Present Principal Occupation

 

Citizenship or
Place of
Organization

 

 

 

 

 

 

 

Samuel Minzberg

 

c/o Davies Ward Phillips & Vineberg
1501 McGill College Ave
26th Floor
Montreal, Quebec H3A 3N9
Canada

 

Attorney, Davies Ward Phillips & Vineberg

 

Canada

 

 

 

 

 

 

 

Leonard M. Nelson

 

c/o Bernstein Shur
100 Middle Street
West Tower
Portland, ME 04104-5029

 

Attorney, Bernstein Shur

 

United States

 

 

 

 

 

 

 

Wilmington Trust Company

 

1100 North Market Street
Wilmington, DE 19890

 

Providing administrative, investment, tax and custodial services

 

Delaware

 

8



 

EXHIBIT INDEX

 

Exhibit A.

 

Joint Filing Agreement (incorporated by reference to Exhibit B to the Reporting Persons’ Schedule 13D filed with the Securities and Exchange commission on August 6, 2007).

 

 

 

Exhibit B.

 

Power of Attorney from the Wilmington Trust Company, a Trustee of the Charles Bronfman Trust.

 

9



Exhibit B

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the undersigned’s capacity as a trustee of the Charles Bronfman Trust (the “Trust”), hereby constitutes and appoints each of Samuel Minzberg and Leonard Nelson, acting alone, as the undersigned’s true and lawful attorney and agent, with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the Trust’s beneficial ownership of common stock of the Sport Supply Group Inc. under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the Trust’s beneficial ownership of common stock of the Sport Supply Group Inc. under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorney and agent having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof.  The undersigned hereby revokes all previous powers of attorney granted to Jay Rubinstein with respect to the foregoing matters.

 

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 8, 2009.

 

 

 

WILMINGTON TRUST COMPANY

 

 

 

 

 

/S/ Moira E. Walker

 

Name: Moira E. Walker

 

Title: Assistant Vice President

 


-----END PRIVACY-ENHANCED MESSAGE-----