Costa Brava and Greenwood Capital, Substantial Shareholders of Sport Supply Group, Inc., File Lawsuit Alleging Breaches of Fidu
2006年7月18日 - 12:54AM
ビジネスワイヤ(英語)
Costa Brava Partnership III L.P. ("Costa Brava"), Greenwood Capital
L.P., and Greenwood Investors, L.P. ("Greenwood"), who are
substantial shareholders of Sport Supply Group, Inc. (OTC: SSPY.PK)
("SSG"), have filed a lawsuit seeking to recover damages for
breaches of fiduciary duty from SSG's controlling shareholder,
Collegiate Pacific, Inc. (AMEX: BOO) ("Collegiate"), and from past
and present directors and officers of SSG. The individuals named as
defendants are Geoffrey P. Jurick, Thomas P. Triechler, Peter
Bunger, and Terrence Babilla. The complaint, filed in the Delaware
Court of Chancery, New Castle County, on Friday, July 14, 2006,
alleges that the individual defendants breached their fiduciary
duties to SSG's shareholders by improperly diverting Collegiate's
interest in a merger transaction with all SSG shareholders into a
separate stock-purchase transaction that only benefited one
shareholder, Emerson Radio Corp. In particular, the complaint
alleges that defendant Jurick disregarded a series of
irreconcilable conflicts of interest as an officer and director of
both SSG and its then-controlling shareholder Emerson and
manipulated the negotiations with Collegiate so as to facilitate
the sale of his own holdings in Emerson, in order to repay a $16
million short-term personal loan from Seng Heng Bank Ltd. of Macau
originally due on July 20, 2005. The complaint alleges that the
other individual defendants facilitated this course of conduct by
failing to protect the interests of all SSG shareholders. The
complaint also alleges that Collegiate knowingly aided and abetted
these breaches of fiduciary duty in order to obtain control of SSG.
Thus, as the complaint alleges, Emerson ultimately sold its SSG
stock to Collegiate, in a transaction announced on July 5, 2005,
for $6.74 a share -- an 80% premium to the then-current stock
price. As a result of defendants' breaches, SSG shareholders,
including Costa Brava and Greenwood, instead of benefiting from the
premium transaction for all of SSG that Collegiate had originally
desired, were denied their right to participate in this
transaction. Douglas Gleason, Costa Brava's in-house legal expert,
said "The complaint presents serious and detailed allegations that
Geoffrey P. Jurick and the other individual defendants breached
their fiduciary duties to SSG stockholders, and that Collegiate
Pacific knowingly aided and abetted those breaches to further its
own interests. We anticipate that other SSG shareholders will
examine these allegations closely. We look forward to presenting
our claims and vindicating our rights as shareholders in the
Delaware Court of Chancery." About Costa Brava Costa Brava
Partnership III LP is a Boston-based investment fund. About
Greenwood Capital Greenwood Capital LP and Greenwood Investors LP
are value-oriented event-driven funds that focus on undervalued and
mispriced public equity securities.
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