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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. 3)*
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)
March 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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 1,024,186
WITH
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,024,186
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,186
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 1,024,186
WITH
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,024,186
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,186
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 1,024,186
WITH
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,024,186
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,186
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(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
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 1,024,186
WITH
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,024,186
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,186
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(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)
0O
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 1,024,186
WITH
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,024,186
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,186
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Page 7 of 9 pages
Item 1. Security and Issuer.
This Amendment No. 3 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. 3 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 and by Amendment No.
2 filed on or about July 2, 1998. Any capitalized term not defined in this
Amendment No. 3 shall have the meaning assigned to it under the Schedule 13D.
Item 2. Identity and Background.
(a), (b), (c) and (f). Schedule A attached hereto and incorporated
herein by reference has been revised to reflect the name, business address,
principal occupation and citizenship of the current executive officers and
directors of each Reporting Person.
(d) and (e). During the last five years, neither the Reporting Persons
nor, to the best of their respective knowledge, any executive officer or
director of the Reporting Persons listed in Schedule A has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D, as amended, is hereby further amended, in
pertinent part, to add the following:
The Reporting Persons' current plan is to dispose of the Common Stock as
promptly as possible. In addition, effective March 3, 1999, the representative
of the Reporting Persons on the board of directors of the Issuer has resigned.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as amended on or about April 7, 1998 and
on or about July 2, 1998, is hereby amended and restated in its entirety as
follows:
(a) As of the close of business on March 24, 1999, the Reporting
Persons beneficially own zero shares of Preferred Stock, and 1,024,186 shares of
Common Stock, or approximately 19.6% of the Common Stock based on 5,224,890
shares of Common Stock issued and outstanding as of November 11, 1998, as
reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 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. 3 to Schedule
13D, the same 1,024,186 shares of Common Stock.
<PAGE>
Page 8 of 9 pages
(b) No amendment.
(c) In the past sixty days, the Reporting Persons sold 84,147 shares
of Common Stock through open market sales in the following transactions, all of
which were effected on the NASDAQ SmallCap Market:
Reporting Number of Price Per
Person Date Shares Share*
U.S. Industries, Inc. 03/18/99 6,100 $4.75
U.S. Industries, Inc. 03/18/99 16,000 $4.63
U.S. Industries, Inc. 03/18/99 200 $4.69
U.S. Industries, Inc. 03/18/99 7,200 $4.50
U.S. Industries, Inc. 03/19/99 13,400 $4.50
U.S. Industries, Inc. 03/19/99 5,000 $4.56
U.S. Industries, Inc. 03/19/99 3,000 $4.63
U.S. Industries, Inc. 03/22/99 547 $4.50
U.S. Industries, Inc. 03/22/99 2,700 $4.44
U.S. Industries, Inc. 03/22/99 3,000 $4.31
U.S. Industries, Inc. 03/23/99 12,100 $4.00
U.S. Industries, Inc. 03/23/99 1,500 $4.03
U.S. Industries, Inc. 03/23/99 10,100 $4.13
U.S. Industries, Inc. 03/24/99 3,300 $4.00
*Excluding commissions
Except as set forth herein, none of the Reporting Persons has effected any
transaction in the shares of Common Stock during the past sixty days.
(d) No amendment.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The following is filed herewith as an Exhibit to this Amendment 3 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: March 25, 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)
<PAGE>
SCHEDULE A
U.S. Industries, Inc.
All persons listed below are citizens of the United States, with the exception
of Mr. Brian C. Beazer and Sir Harry Solomon, who are citizens of the United
Kingdom.
Principal Occupation or Residence or Business
Name Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officer-Directors
- ---------------------------
David H. Clarke Chairman of the Board, 101 Wood Avenue So.
Chief Executive Officer, Iselin, NJ 08830
U.S. Industries, Inc.
John G. Raos President, Chief Operating 101 Wood Avenue So.
Officer, Director, U.S. Iselin, NJ 08830
Industries, Inc.
Non-Officer Directors
- ---------------------
Brian C. Beazer Chairman of Beazer Homes 330 East 38th Street
USA, Inc. #34D
New York, NY 10016
William E. Butler Director, Applied Industrial 1111 Superior Avenue
Technologies, Inc., Ferro Cleveland, OH 44114
Corporation, The Goodyear
Tire & Rubber Company,
Pitney-Bowes, Inc. and U.S.
Industries, Inc.
John J. McAtee, Jr. President of McAtee & McAtee & Company, LLC
Company, LLC 411 West Putnam Ave.
Suite 305
Greenwich, CT 06830
The Hon. Charles H. Price II Retired Chairman, President, One West Armour Blvd
Chief Executive Officer of #300
Ameribanc, Inc. Kansas City, MO 64111
Sir Harry Solomon Founder, Director and retired 3 Coach House Yard
Chairman of Hillsdown Hampstead High Street
Holdings plc London,England NW31-QD
Royall Victor, III Retired Managing Director of 208 Via Tortuga
Chase Securities, Inc.'s Palm Beach, FL 33480
Investment Banking Group
Mark Vorder Bruegge Vice Chairman of United 4731 Mint Drive
American Bank of Memphis, Memphis, TN 38117
TN
Robert R. Womack Chairman and Chief Executive 14801 Quorum Drive
Officer, USI Bath and Dallas, TX 75240-7584
Plumbing Products
<PAGE>
Name Principal Occupation or Residence or Business
Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officers
- ------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, U.S. Iselin, New Jersey 08830
Industries, Inc.
James O'Leary Senior Vice President and 101 Wood Avenue South
Chief Financial Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Iselin, New Jersey 08830
Industries, Inc.
Diana E. Burton Vice President--Investor 101 Wood Avenue South
Relations, U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
Peter F. Reilly Treasurer, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
<PAGE>
USI Atlantic Corp.
All persons listed below are citizens of the United States, with the exception
of Mr. Brian C. Beazer and Sir Harry Solomon, who are citizens of the United
Kingdom.
Name Principal Occupation or Residence or Business
Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officer-Directors
- ---------------------------
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South
Executive Officer, U.S. Iselin, New Jersey 08830
George H. MacLean Counsel, Secretary, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
Non-Officer Directors
- ----------------------
Brian C. Beazer Chairman of Beazer Homes 330 East 38th Street, #34D
USA, Inc. New York, NY 10016
Sir Harry Solomon Founder, Director and retired 3 Coach House Yard
Chairman of Hillsdown Hampstead High Street
Holdings plc London, England NW31-QD
Royall Victor, III Retired Managing Director of 208 Via Tortuga
Chase Securities, Inc.'s Palm Beach, FL 33480
Investment Banking Group
Executive Officers
- -------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
James O'Leary Senior Vice President and 101 Wood Avenue South
Chief Financial Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Iselin, New Jersey 08830
Industries, Inc.
Diana E. Burton Vice President--Investor 101 Wood Avenue South
Relations, U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
Peter F. Reilly Treasurer, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
<PAGE>
USI American Holdings, Inc.
All persons listed below are citizens of the United States.
Principal Occupation or Residence or Business
Name Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officer-Directors
- ---------------------------
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South
Executive Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, Director, Iselin, New Jersey 08830
U.S. Industries, Inc.
John G. Raos President, Chief Operating 101 Wood Avenue South
Officer, Director, U.S. Iselin, New Jersey 08830
Industries, Inc.
Executive Officers
- ------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
James O'Leary Senior Vice President and 101 Wood Avenue South
Chief Financial Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Iselin, New Jersey 08830
Industries, Inc.
Diana E. Burton Vice President--Investor 101 Wood Avenue South
Relations, U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
Peter F. Reilly Treasurer, U.S. Industries, 101 Wood Avenue South
Inc. Iselin, New Jersey 08830
<PAGE>
JUSI Holdings, Inc.
All persons listed below are citizens of the United States.
Name Principal Occupation or Residence or Business
Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officer-Directors
- ---------------------------
Steven C. Barre Associate General Counsel, 101 Wood Avenue South
U.S. Industries, Inc. Iselin, New Jersey 08830
J. Kiernan White Vice President, Director, JUSI 2 MetroPlex Drive
Holdings, Inc. Suite 102
Birmingham, Alabama 35209
Executive Officers
- -------------------
Michael S. Davis Controller-Asset Administration, 16 East 34th Street
U.S. Industries, Inc. New York, New York 10016
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, U.S. Iselin, New Jersey 08830
Industries, Inc.
<PAGE>
TA Liquidation Corp.,
formerly known as
Tommy Armour Golf Company
All persons listed below are citizens of the United States.
Name Principal Occupation or Residence or Business
Employment Address of
Organization
- --------------------------------------------------------------------------------
Executive Officer-Directors
- ---------------------------
George H. MacLean Senior Vice President, General 101 Wood Avenue So.
Counsel, Secretary, U.S. Iselin, NJ 08830
Industries, Inc.
Executive Officers
- ------------------
John G. Raos President, Chief Operating 101 Wood Avenue So.
Officer, U.S. Industries, Inc. Iselin, NJ 08830
Michael S. Davis Controller-Asset Administration, 16 East 34th Street
U.S. Industries, Inc. New York, NY 10016
Peter F. Reilly Treasurer, U.S. Industries, Inc. 101 Wood Avenue So.
Iselin, NJ 08830
