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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
TEARDROP GOLF COMPANY
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
878190 10 7
(CUSIP Number)
Steven C. Barre, Esq.
Associate General Counsel
U.S. Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830
Tel: (732) 767-2234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of [SECTIONS]240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See [SECTION]240.13d-7 for other
parties to whom copies are to be sent.
*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 subject amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (2-98)
<PAGE>
CUSIP No. 878190 10 7 13D Page 2 of 9 pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. INDUSTRIES, INC.
22-3568449
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___
(b)_X_
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 772,433
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
772,433
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,433
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 878190 10 7 13D Page 3 of 9 pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
USI ATLANTIC CORP.
22-3369326
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___
(b)_X_
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 772,433
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
772,433
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,433
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 878190 10 7 13D Page 4 of 9 pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
USI AMERICAN HOLDINGS, INC.
22-3363062
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___
(b)_X_
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 772,433
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
772,433
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,433
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 878190 10 7 13D Page 5 of 9 pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JUSI HOLDINGS, INC.
22-3364074
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___
(b)_X_
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 772,433
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
772,433
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,433
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 878190 10 7 13D Page 6 of 9 pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TA LIQUIDATION CORP., f/k/a TOMMY ARMOUR GOLF COMPANY
51-0305225
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)___
(b)_X_
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 772,433
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
772,433
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,433
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Page 7 of 9 pages
Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock") of TearDrop Golf Company, a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 1080 Lousons Road, Union, New Jersey 07083. This Amendment No. 5 is intended
to amend the Schedule 13D filed by the undersigned Reporting Persons (the
"Reporting Persons") on or about November 17, 1997 (the "Schedule 13D"), as
amended by Amendment No. 1 filed on or about April 7, 1998, Amendment No. 2
filed on or about July 2, 1998, Amendment No. 3 filed on or about March 25, 1999
and Amendment No. 4 filed on or about April 8, 1999. Any capitalized term not
defined in this Amendment No. 5 shall have the meaning assigned to it under the
Schedule 13D.
Item 2. Identity and Background.
No Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
No Amendment.
Item 4. Purpose of Transaction.
No Amendment.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as amended on or about April 7, 1998, July 2,
1998, March 25, 1999 and April 8, 1999 is hereby amended and restated in its
entirety as follows:
(a) As of the close of business on April 23, 1999, the Reporting Persons
beneficially own zero shares of Preferred Stock, and 772,433 shares of Common
Stock, or approximately 14.91% of the Common Stock based on 5,179,890 shares of
Common Stock issued and outstanding as of March 26, 1999, as reported in the
Issuer's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998. All such shares are held by TAL. By reason of their relationship with TAL,
USI, Holdings, USI Atlantic Corp. and JUSI may be deemed to have shared power to
vote or to direct the vote and shared power to dispose or direct the disposition
of, and, accordingly, may be deemed to beneficially own solely for purposes of
the Schedule 13D and this Amendment No. 5 to Schedule 13D, the same 772,433
shares of Common Stock.
(b) No amendment.
(c) Since the most recent amendment to Schedule 13D, the Reporting Persons
sold 185,953 shares of Common Stock through open market sales in the following
transactions, all of which were effected on the NASDAQ SmallCap Market:
<PAGE>
Page 8 of 9 pages
Reporting Number of Price Per
Person Date Shares Share*
- -------------------- -------- --------- ---------
U.S. Industries, Inc. 04/08/99 7,000 $4.75
U.S. Industries, Inc. 04/09/99 4,500 $4.25
U.S. Industries, Inc. 04/09/99 3,000 $4.31
U.S. Industries, Inc. 04/09/99 2,000 $4.37
U.S. Industries, Inc. 04/09/99 1,700 $4.50
U.S. Industries, Inc. 04/09/99 2,600 $4.56
U.S. Industries, Inc. 04/09/99 9,000 $4.62
U.S. Industries, Inc. 04/12/99 12,000 $4.25
U.S. Industries, Inc. 04/12/99 6,253 $4.37
U.S. Industries, Inc. 04/12/99 2,000 $4.50
U.S. Industries, Inc. 04/22/99 17,200 $3.06
U.S. Industries, Inc. 04/22/99 12,100 $3.09
U.S. Industries, Inc. 04/22/99 12,000 $3.19
U.S. Industries, Inc. 04/22/99 25,000 $3.25
U.S. Industries, Inc. 04/22/99 5,600 $3.75
U.S. Industries, Inc. 04/22/99 4,000 $3.81
U.S. Industries, Inc. 04/23/99 49,000 $3.02
U.S. Industries, Inc. 04/23/99 11,000 $3.16
*Excluding commissions
Except as set forth herein, none of the Reporting Persons has effected any
transaction in the shares of Common Stock since the most recent amendment to
Schedule 13D.
(d) No amendment.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
No Amendment.
Item 7. Material to be Filed as Exhibits.
The following is filed herewith as an Exhibit to this Amendment No. 5 to
Schedule 13D:
1. Joint Filing Agreement pursuant to Rule 13d-1(f). Incorporated by
reference to Exhibit 5 to Schedule 13D.
<PAGE>
Page 9 of 9 pages
SIGNATURES
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.
Dated: April 26, 1999
U.S. INDUSTRIES, INC.
BY: /s/ George H. MacLean
George H. MacLean,
Senior Vice President
USI AMERICAN HOLDINGS, INC.
BY: /s/ George H. MacLean
George H. MacLean,
Senior Vice President
USI ATLANTIC CORP.
BY: /s/ George H. MacLean
George H. MacLean,
Senior Vice President
JUSI HOLDINGS, INC.
BY: /s/ George H. MacLean
George H. MacLean,
Vice President
TA LIQUIDATION CORP.
BY: /s/ George H. MacLean
George H. MacLean,
Vice President
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1 Joint Filing Agreement (incorporated by reference to Exhibit
5 to Schedule 13D)
