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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PH Group Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
693318107
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(CUSIP Number)
Royal Precision, Inc.
15170 North Hayden Road - Suite 1
Scottsdale, Arizona 85260
(480) 627-0200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 2000
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(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(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 subsequent 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 693318107 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Precision, Inc. 06-1453896
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
500,000 (See Item 5)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 (See Item 5)
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 500,000 (See Item 5)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 693318107 Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value (the "Common
Stock"), of PH Group Inc., an Ohio corporation (the "Issuer"), whose principal
executive offices are located at 2241 CityGate Drive, Columbus, Ohio 43219.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by Royal Precision, Inc. that it is the
beneficial owner of any of the Common Stock of the Issuer referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Royal Precision, Inc., a Delaware
corporation ("Royal Precision") whose principal place of business is located at
15170 North Hayden Road - Suite 1, Scottsdale, Arizona 85260.
Royal Precision designs, manufactures, and distributes steel golf club
shafts and designs and distributes graphite golf club shafts and golf club
grips. During the past five years, Royal Precision has not been convicted in a
criminal proceeding or been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been subject to such 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The issuance of the Option (as defined in Item 4 below) to Royal Precision
did not require funds of Royal Precision. If the Option were exercised, it is
expected that Royal Precision would use funds from its working capital to
acquire the underlying shares of Common Stock issuable in connection with the
Option.
ITEM 4. PURPOSE OF TRANSACTION.
Royal Precision and the Issuer executed a Letter of Intent (the "Letter of
Intent") on September 18, 2000 pursuant to which Royal Precision will move
forward to negotiate a binding acquisition agreement in which the Issuer would
become a wholly-owned subsidiary of Royal Precision (the "Proposed
Acquisition"). A copy of the Letter of Intent is attached hereto as Exhibit 1
and is incorporated herein by reference.
Pursuant to the Letter of Intent, Royal Precision acquired an option to
purchase up to 500,000 shares of Common Stock of the Issuer at a price of $.50
per share (the "Option"). The Option may be exercised in whole or in part at one
or more times during the three year period beginning September 18, 2000. The
Proposed Acquisition is subject to a number of conditions, including the
execution and delivery of definitive agreements acceptable to both parties,
approval of the Boards of Royal Precision and the Issuer, and the approval of
the shareholders of the Issuer and (to the extent legally required) Royal
Precision.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Option is exercisable to purchase up to 500,000 shares of Common Stock
of the Issuer at a purchase price of $.50 per share. Based on the current number
of outstanding shares of Common Stock of the Issuer, Royal Precision may be
deemed to beneficially own approximately 22.5% of the Common Stock of the Issuer
after giving effect to the issuance of shares pursuant to the Option. This
ownership percentage is based upon 1,724,382 shares of Common Stock outstanding
as of August 2, 2000 as disclosed in the Issuer's Form 10-QSB as filed with the
Securities and Exchange Commission on August 30, 2000. If Royal Precision were
to exercise the Option, it would have sole voting and dispositive power of all
the Issuer Common Stock issued as a result of such exercise.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 693318107 Page 4 of 5 Pages
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Royal Precision does not currently own any shares of the Issuer.
Reference is made to the information disclosed under Item 4 of this
Statement which is incorporated by reference in response to this Item.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reference is made to the information disclosed under Items 3 and 4 of this
Statement which is incorporated by reference in response to this Item.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Exhibit 1: Letter of Intent by and between PH Group Inc. and Royal
Precision, Inc.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 693318107 Page 5 of 5 Pages
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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: September 28, 2000 Royal Precision, Inc.
By: /s/ Thomas A. Schneider
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Thomas A. Schneider - President
