-----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, L7p7dE7eZCujHKbtewCU9WkdPAa64KKR306S+gAyuZ7ILibInWBj6PJ+ZqdSDIk9 Pe6hfILUTx4iwex+Z5jNJg== 0001104659-08-065500.txt : 20081024 0001104659-08-065500.hdr.sgml : 20081024 20081023174735 ACCESSION NUMBER: 0001104659-08-065500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081023 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: 081138072 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 a08-26749_1sc13da.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. 3)

 

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)

 

 

with a copy to:

Scott Richland

Steven Grossman

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

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)

 

October 17, 2008

(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)

 

(Page 1 of 7 Pages)

 



 

CUSIP No.   84916A104

13D

Page 2 of 7 Pages

 

 

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 Item 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
2,928,577(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,928,577

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,928,577

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
22.1(2)

 

 

14.

Type of Reporting Person
OO

 


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

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

 

2



 

CUSIP No.   84916A104

13D

Page 3 of 7 Pages

 

 

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 Item 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
2,928,577

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,928,577(3)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,928,577

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
22.1(4)

 

 

14.

Type of Reporting Person
OO

 


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

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

 

3



 

Explanatory Note

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) 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 and Amendment No. 2 to Schedule 13D filed March 14, 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. 3 does not modify any of the information previously reported on the Schedule 13D.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following information:

 

As detailed in Item 4 below, on October 17, 2008, CBT Holdings agreed to purchase $6,750,000 in principal amount of the Issuer’s 5.75% Convertible Senior Subordinated Notes due 2009 (the “Convertible Notes”) for an aggregate price of $6,142,500, plus approximately $152,015 with respect to accrued interest on the Convertible Notes, which purchase was settled on October 21, 2008.  See Items 4 - 5 below.  All funds used for the purchase of the Convertible Notes were derived from available cash and proceeds from the liquidation of short term investments.  No funds were paid by CBT in connection with the purchase of the Convertible Notes.

 

 

Item 4.

Purpose of Transaction.

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

 

On October 17, 2008, CBT Holdings agreed to purchase the Convertible Notes in a private transaction for an aggregate purchase price of $6,142,500, plus approximately $152,015 with respect to accrued interest on the Convertible Notes.  CBT Holdings’ acquisition of the Convertible Notes was settled on October 21, 2008.  Pursuant to the terms of the Indenture, dated as of November 26, 2004, by and between Collegiate Pacific Inc. and The Bank of New York Trust Company N.A., as Trustee, the Convertible Notes are currently convertible into an aggregate of 460,751 shares of Issuer Common Stock based on a conversion price of $14.65 per share.  CBT Holdings acquired the Convertible Notes for investment purposes.

 

The issuer has nominated and recommended the election of Scott H. Richland to serve on its Board of Directors, as reflected in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 8, 2008.  CBT Holdings had requested that the Issuer nominate Mr. Richland as its designee to serve on the Issuer’s Board of Directors pursuant to CBT Holdings’ rights under the Purchase Agreement.

 

 

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 12,386,830 shares of Issuer Common Stock outstanding as of October 3, 2008 (as reported on the Issuer’s Form 14A (filed October 8, 2008)), and also include an aggregate of 884,505 shares of Common Stock issuable upon exercise of the Convertible Notes beneficially owned by the Reporting Person.

 

As of the date of this Amendment No. 3, CBT Holdings beneficially owns 2,928,577 shares of Issuer Common Stock (comprised of 2,044,072 shares of Issuer Common Stock owned directly and an aggregate of 884,505 shares issuable upon exercise of the Convertible Notes), constituting approximately 22.1% 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 (including the shares of Issuer Common Stock issuable upon exercise of the Convertible Notes).  CBT and CBT Holdings may be deemed to share voting and dispositive power over such Shares.  CBT disclaims beneficial ownership of all Shares (including shares of Issuer Common Stock issuable upon exercise of the Convertible Notes).

 

(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.

 

(e) Not applicable.

 

4



 

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 (incorporated by reference to Exhibit C to the Reporting Persons’ Amendment No. 1 to Schedule13D filed with the Securities and Exchange commission on February 7, 2007).

 

Exhibit C.            Indenture, dated as of November 26, 2004, by and between Collegiate Pacific Inc. and The Bank of New York Trust Company N.A., as Trustee (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 29, 2004).

 

Exhibit D.            Form of 5.75% Convertible Senior Subordinated Notes Due 2009 (incorporated by reference to Section 2.2 of Exhibit 99.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 29, 2004).

 

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: October 23, 2008

 

 

 

 

 

 

 

 

 

CBT HOLDINGS LLC

 

 

 

 

 

 

By:

/s/ Scott H. Richland

 

 

Name: Scott H. Richland

 

 

Title: Manager

 

 

 

 

 

 

 

CHARLES BRONFMAN TRUST

 

 

 

 

 

 

By:

/s/ Jay Rubinstein

 

 

Jay Rubinstein, a Trustee

 

 

 

 

 

 

 

WILMINGTON TRUST
COMPANY, a Trustee

 

 

 

 

 

By:

/s/ Jay Rubinstein

 

 

Jay Rubinstein, Attorney-In-Fact
for the Wilmington Trust
Company, a Trustee

 

6


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