- Amended Statement of Beneficial Ownership (SC 13D/A)
10 December 2009 - 10:00PM
Edgar (US Regulatory)
|
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)
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class and
Securities)
(CUSIP Number of Class of
Securities)
Andrew Hauptman
c/o Andell Holdings, LLC
10877 Wilshire Boulevard, Suite
2200
|
|
with a copy to:
Steven Grossman
OMelveny & 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)
(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 Issuers Board of Directors following the Issuers nomination and
recommendation to its stockholders of Mr. Richlands 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 Issuers 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 Issuers 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
undersigneds 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 undersigneds
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 undersigneds 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 Trusts
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 Trusts 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
|
Sport Supply Grp. Del (MM) (NASDAQ:RBI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sport Supply Grp. Del (MM) (NASDAQ:RBI)
Historical Stock Chart
From Jul 2023 to Jul 2024