-----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, R64UlNM0SF2VxMEjQGVFNUSsTJ8eyejbEZ2tttHeaaK5wgCGlBp3SdNFG31EKlb5 JzPROrv3WKPvge3+CDEm0Q== 0001144204-07-069840.txt : 20080102 0001144204-07-069840.hdr.sgml : 20080101 20071231203552 ACCESSION NUMBER: 0001144204-07-069840 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20071231 GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: WS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. GROUP MEMBERS: WSV MANAGEMENT, L.L.C. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40925 FILM NUMBER: 071335145 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: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v098538_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
SPORT SUPPLY GROUP, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
84916A104
(CUSIP Number)
 
December 21, 2007
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o 
Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.

The information required in 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).


 
CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: WS Capital, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
58,100*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER: 
58,100*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,100*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%*
 
12
TYPE OF REPORTING PERSON
HC/OO
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

2



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: WS Capital Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
58,100*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER: 
 
58,100*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,100*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%*
 
12
TYPE OF REPORTING PERSON
IA/PN
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

3



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: WSV Management, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
560,242*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER:  
560,242*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,242*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%*
 
12
TYPE OF REPORTING PERSON
HC/OO
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

4



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: WS Ventures Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
560,242*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER:  
560,242*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,242*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%*
 
12
TYPE OF REPORTING PERSON
IA/PN
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

5



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: Reid S. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
618,342*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER:  
618,342*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,342*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%*
 
12
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

6



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: G. Stacy Smith
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
618,342*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER:  
618,342*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,342*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%*
 
12
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

7



CUSIP No. 84916A104
1
NAME OF REPORTING PERSON: Patrick P. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:  
0
 
6
SHARED VOTING POWER:  
560,242*
 
7
SOLE DISPOSITIVE POWER:  
0
 
8
SHARED DISPOSITIVE POWER:  
560,242*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,242*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%*
 
12
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

8

 
Item 1(a).
Name of Issuer: Sport Supply Group, Inc.
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
1901 Diplomat Drive
 
Farmers Branch, TX 75234
   
Item 2(a).
Name of Person Filing:
 
WS Capital, L.L.C.
 
WS Capital Management, L.P.
 
WSV Management, L.L.C.
 
WS Ventures Management, L.P.
 
Reid S. Walker
 
G. Stacy Smith
 
Patrick P. Walker
   
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
 
Dallas, Texas 75201
   
Item 2(c).
Citizenship:
 
 
WS Capital, L.L.C.
Texas
 
WS Capital Management, L.P.
Texas
 
WSV Management, L.L.C.:
Texas
 
WS Ventures Management, L.P.:
Texas
 
Reid S. Walker:
United States
 
G. Stacy Smith:
United States
 
Patrick P. Walker:
United States
     
Item 2(d).
Title of Class of Securities: Common Stock, par value $0.01 per share
   
Item 2(e).
CUSIP Number: 84916A104
 
     
Item 3.
Not Applicable
     
Item 4.
Ownership:
     
(a)
Amount Beneficially Owned:
 
 
WS Capital, L.L.C.
58,100* 
 
WS Capital Management, L.P.
58,100*
__________________________
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
9

 
 
WSV Management, L.L.C.:
560,242*
 
WS Ventures Management, L.P.:
560,242*
 
Reid S. Walker:
618,342*
 
G. Stacy Smith:
618,342*
 
Patrick P. Walker:
560,242*
     
(b)
Percent of Class:
 
 
WS Capital, L.L.C.
0.5%*
 
WS Capital Management, L.P.
0.5%*
 
WSV Management, L.L.C.:
4.6%*
 
WS Ventures Management, L.L.C:
4.6%*
 
Reid S. Walker:
5.1%*
 
G. Stacy Smith:
5.1%*
 
Patrick P. Walker:
4.6%*
     
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote: 0
     
 
(ii)
shared power to vote or to direct the vote:
 
 
WS Capital, L.L.C.
58,100*
 
 
WS Capital Management, L.P.
58,100*
 
 
WSV Management, L.L.C.:
560,242*
    WS Ventures Management, L.P.: 560,242*
    Reid S. Walker: 618,342*
    G. Stacy Smith: 618,342*
    Patrick P. Walker: 560,242*
       
  (iii) sole power to dispose or to direct the disposition of: 0
     
  (iv) shared power to dispose or to direct the disposition of:
    WS Capital, L.L.C. 58,100*
    WS Capital Management, L.P. 58,100*
    WSV Management, L.L.C.: 560,242*
    WS Ventures Management, L.P.: 560,242*
    Reid S. Walker: 618,342*
    G. Stacy Smith: 618,342*
    Patrick P. Walker: 560,242*
__________________________
* Based on information set forth on the Form 10-Q of Sport Supply Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2007, there were 12,188,160 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding, as of October 29, 2007. As of December 21, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI”, and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned in the aggregate 58,100 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 560,242 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 618,342 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 58,100 Shares, or approximately 0.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 560,242 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
10

 
Item 5.
Ownership of Five Percent or Less of a Class: Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person: Not applicable.
   
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable.
   
Item 8.
Identification and Classification of Members of the Group: Not applicable.
   
Item 9.
Notice of Dissolution of Group: Not applicable.
   
Item 10.
Certification:
 
11

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
December 28, 2007
     
 
WS CAPITAL, L.L.C.
   
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By:
WS Capital, L.L.C., its general partner
     
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WSV MANAGEMENT, L.L.C.
   
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WS VENTURES MANAGEMENT, L.P.
   
 
By:
WSV Management, L.L.C., its general partner
     
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
   
/s/ Reid S. Walker
   
REID S. WALKER
     
   
/s/ G. Stacy Smith
   
G. STACY SMITH
     
   
/s/ Patrick P. Walker
   
PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

12


EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Sport Supply Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 28, 2007.

 
WS CAPITAL, L.L.C.
   
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By:
WS Capital, L.L.C., its general partner
     
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WSV MANAGEMENT, L.L.C.
   
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
 
WS VENTURES MANAGEMENT, L.P.
   
 
By:
WSV Management, L.L.C., its general partner
     
 
By:
/s/ Reid S. Walker 
 
 
Reid S. Walker, Member
     
   
/s/ Reid S. Walker
   
REID S. WALKER
     
   
/s/ G. Stacy Smith
   
G. STACY SMITH
     
   
/s/ Patrick P. Walker
   
PATRICK P. WALKER

13

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