SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ADAMS GOLF, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
006228 10 0
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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).
<PAGE>
CUSIP NO. 006228 10 0 13G/A
(1) Name of Reporting Person Royal Holding Company, Inc.
I.R.S. Identification No. of Above Person
(entities only) 25-1622874
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship Delaware
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 6,374,511
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 6,374,511
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 6,374,511
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check if the Aggregate Amount in [X]**
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 28.4%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
** This Reporting Person notes that Paul F. Brown, Jr., one of
the other persons filing this Schedule on 13G/A under
Rule 13d-1(k)(1), holds 5,000 shares not referenced in Row
(9). Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of such 5,000 shares and, as such,
declares that this Statement shall not be construed as an
admission that it is the beneficial owner of the securities
held thereby.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
(1) Name of Reporting Person Paul F. Brown, Jr.
I.R.S. Identification No. of Above Person (entities only)
- -----------------------------------------------------------------
- -
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship Delaware
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 5,000
- -----------------------------------------------------------------
(6) Shared Voting Power 6,374,511**
- -----------------------------------------------------------------
- -
(7) Sole Dispositive Power 5,000
- -----------------------------------------------------------------
(8) Shared Dispositive Power 6,374,511**
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 6,379,511**
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 28.4%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* IN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
** Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of the 6,374,511 shares of Common Stock
reflected herein and, as such, declares that this Statement
shall not be construed as an admission that such person is
the beneficial owner of any such securities covered hereby.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
(1) Name of Reporting Person Stephen R. Patchin
I.R.S. Identification No. of Above Person (entities only)
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship United States
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 0
- -----------------------------------------------------------------
(6) Shared Voting Power 6,374,511**
- -----------------------------------------------------------------
(7) Sole Dispositive Power 0
- -----------------------------------------------------------------
(8) Shared Dispositive Power 6,374,511**
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 6,374,511**
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check if the Aggregate Amount in [X]***
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 28.4%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* IN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
** Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of the 6,374,511 shares of Common Stock
reflected herein and, as such, declares that this Statement
shall not be construed as an admission that such person is
the beneficial owner of any such securities.
*** This Reporting Person notes that Paul F. Brown, Jr., one of
the other persons filing this Schedule on 13G/A under
Rule 13d-1(k)(1), holds 5,000 shares not referenced in Row
(9). Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of such 5,000 shares and, as such,
declares that this Statement shall not be construed as an
admission that it is the beneficial owner of the securities
held thereby.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
Item 1(a). Name of issuer:
Adams Golf, Inc. (the "Issuer")
Item 1(b). Address of Issuer's principal executive
offices:
300 Delaware Avenue, Suite 548, Wilmington,
Delaware 19801
Item 2(a). Name of person filing:
Pursuant to rule 13d-1(k)(1) promulgated
under the Act, this Amendment No. 1 to Statement
on Schedule 13G is filed jointly by Royal Holding
Company, Inc. ("Royal"), Paul F. Brown, Jr. ("Brown")
and Stephen R. Patchin ("Patchin"). Royal, Brown and
Patchin are collectively referred to herein as the
"Reporting Persons." The Reporting Persons have
included as Exhibit A to this Statement an
agreement in writing that this Statement is filed
on behalf of each of them.
Item 2(b). Address of principal business office or, if
none, residence:
Royal
-----
The principal business office of Royal is:
300 Delaware Avenue, Suite 306, Wilmington,
Delaware 19801
Brown
-----
The principal business office of Brown is:
One Indian Springs Road, Carl E. Patchin Building,
Indiana, Pennsylvania 15701
Patchin
-------
The principal business office of Patchin is:
500 N. Water, Nationsbank Building, Suite 807N,
Corpus Christi, Texas 78471
Item 2(c). Citizenship:
Royal is a Delaware corporation. Brown
and Patchin are citizens of the United States.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
Item 2(d). Title of class of securities:
Common Stock, $0.001 par value per
share, of the Issuer.
Item 2(e). CUSIP No.:
006228 10 0
Item 3. If this statement is filed pursuant to Sections 13d-
1(b), or 13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) [ ] Investment company registered
under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or
endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or
control person in accordance with
240.13d-1(b)(ii)(G);
(h) [ ] A savings association as
defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded
from the definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
240.13d-1(b)(1)(ii)(J)
Not applicable.
<PAGE>
Item 4. Ownership:
At the close of business on December 31, 1999, the Reporting
Persons (other than Paul F. Brown) may be deemed to beneficially
own, in the aggregate, 6,374,511 shares of Common Stock of the
Issuer, representing approximately 28.4% of the Issuer's
outstanding shares of Common Stock (based upon the 22,480,071
shares reported to be outstanding as of such date by the Issuer's
transfer agent). Paul F. Brown may be deemed to benefically own,
in the aggregate, 6,379,511 shares of Common Stock of the Issuer,
also representing approximately 28.4% of the Issuer's outstanding
shares of Common Stock.
Royal
-----
(a) Amount beneficially owned: 6,374,511
(b) Percent of class: 28.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 6,374,511
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or
to direct the disposition of: 6,374,511
(iv) shared power to dispose or to
direct the disposition of: 0
Brown(FN1)
-----
(a) Amount beneficially owned: 6,379,511
(b) Percent of class: 28.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 5,000
(ii) shared power to vote or to direct the vote:
6,374,511
(iii) sole power to dispose or
to direct the disposition of: 5,000
- --------------------
(FN1) Brown is the Chief Financial Officer and Vice
President-Finance of Royal and, by virtue of his
position with Royal, may be deemed to share the power
to vote or direct the vote of, and to share the power
to dispose or direct the disposition of, the shares of
Common Stock held by Royal. Brown disclaims beneficial
ownership of 6,374,511 shares of the Common Stock held
by Royal.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
(iv) shared power to dispose or to
direct the disposition of: 6,374,511
Patchin(FN2)
-------
(a) Amount beneficially owned: 6,374,511
(b) Percent of class: 28.4%
(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:
6,374,511
(iii) sole power to dispose or
to direct the disposition of: 0
(iv) shared power to dispose or to
direct the disposition of: 6,374,511
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 the subsidiary
which acquired the security being reported on by the
parent holding company or control person:
Not Applicable.
Item 8. Identification and classification of members of the
group:
This Amendment No. 1 to Schedule 13G has been filed by a
group under Rule 13d-1(k)(1). Attached as Exhibit A is a
Joint Filing Statement executed by each member of such
group.
- ------------------
(FN2) Patchin is the Chief Executive Officer and
President of Royal and, by virtue of his position with
Royal, may be deemed to share the power to vote or
direct the vote of, and to share the power to dispose
or direct the disposition of, the shares of Common
Stock held by Royal. Patchin disclaims beneficial
ownership of the Common Stock held by Royal.
<PAGE>
CUSIP NO. 006228 10 0 13G/A
Item 9. Notice of dissolution of group:
Not Applicable.
Item 10. Certifications:
Not Applicable.
[Signature page follows]
<PAGE>
CUSIP NO. 006228 10 0 13G/A
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.
Dated: February 14, 2000
ROYAL HOLDING COMPANY, INC.
By: /s/ PAUL F. BROWN, JR.
--------------------------------
Name: Paul F. Brown, Jr.
------------------------------
Title: Vice President - Finance
-----------------------------
/s/ PAUL F. BROWN, JR.
-----------------------------------
PAUL F. BROWN, JR.
/s/ STEPHEN R. PATCHIN
-----------------------------------
STEPHEN R. PATCHIN
ATTENTION: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
<PAGE>
CUSIP NO. 006228 10 0 13G/A
EXHIBIT A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1), we, the undersigned, hereby
express our agreement that the attached Amendment No. 1 to
Schedule 13G is filed on behalf of each of us.
Dated: February 14, 2000
ROYAL HOLDING COMPANY, INC.
By: /s/ PAUL F. BROWN, JR.
Name: PAUL F. BROWN, JR.
----------------------------
Title: Vice President - Finance
----------------------------
/s/ PAUL F. BROWN, JR.
-----------------------------------
PAUL F. BROWN, JR.
/s/ STEPHEN R. PATCHIN
-----------------------------------
STEPHEN R. PATCHIN
