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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.2)
S2 Golf Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
784850 10 9
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(CUSIP Number)
Richard M. Maurer
Maurer Ross & Co., Incorporated
Suite 16 South
Three Gateway Center
Pittsburgh, Pennsylvania 15222
(412) 392-2350
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1998
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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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
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SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: Wesmar Partners Limited Partnership
I.R.S. Identification No.: 25-1710943
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,399,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,399,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 63.1%
14. Type of Reporting Person: PN
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SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: MR & Associates
I.R.S. Identification No.: 23-2377917
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,399,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,399,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 63.1%
14. Type of Reporting Person: PN
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SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: Maurer Ross & Co., Incorporated
I.R.S. Identification No.: 23-2377926
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,399,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,399,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 63.1%
14. Type of Reporting Person: CO
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SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: Robert L. Ross
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 52,000
Shares
Beneficially 8. Shared Voting Power: 1,399,096
Owned by
Each 9. Sole Dispositive Power: 52,000
Reporting
Person 10. Shared Dispositive Power: 1,399,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,451,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 64%
14. Type of Reporting Person: IN
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SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: Richard M. Maurer
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds: OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 50,000
Shares
Beneficially 8. Shared Voting Power: 1,401,096
Owned by
Each 9. Sole Dispositive Power: 50,000
Reporting
Person 10. Shared Dispositive Power: 1,401,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,451,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 64%
14. Type of Reporting Person: IN
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This statement amends Items 3, 5, 6 and 7 of the Amendment No. 1 to
the Schedule 13D of Wesmar Partners Limited Partnership, MR & Associates, Maurer
Ross & Co., Incorporated, Robert L. Ross and Richard M. Maurer (collectively the
"Reporting Persons") filed March 4, 1998 (the "Schedule 13D"). All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration.
As previously reported, as of October 1, 1997, the Company granted to
MR & Associates an immediately exercisable option to purchase 100,000 shares of
Common Stock (the "MR & Associates Option") in consideration for MR &
Associates' provision of services to the Company. Such option was intended to
be granted as an option to purchase 50,000 shares of Common Stock to each of
Robert L. Ross and Richard M. Maurer in recognition of their services to the
Company. On March 18, 1998, the Company's Board of Directors amended the MR &
Associates Option to reflect that the grant of such option was a grant of an
option to purchase 50,000 shares of Common Stock to each of Messrs. Ross and
Maurer. No other terms of the MR & Associates Option were changed. Messrs.
Ross and Maurer are directors, officers and the principal shareholders of Maurer
Ross & Co., Incorporated, the sole general partner of MR & Associates.
Item 5. Interest in Securities of Issuer.
The number of shares of Common Stock issued and outstanding and the
percentage calculations resulting therefrom in this Item 5 are based on the
number of shares of Common Stock outstanding on March 18, 1998 as provided by
the Company.
Wesmar is the record and beneficial owner of 1,399,096 shares of
Common Stock representing approximately 63.1% of the Common Stock outstanding.
Each of the other Reporting Persons may be deemed to beneficially own and to
share voting and dispositive power with Wesmar with respect to such 1,399,096
shares. Landmark Equity Partners III, L.P., a Delaware limited partnership and
the sole limited partner of Wesmar, has the right to receive dividends from, and
the proceeds from the sale of, a portion of the shares owned by Wesmar.
Robert L. Ross, a director and executive officer of Maurer Ross & Co.,
beneficially owns and has sole voting and dispositive power with respect to
2,000 shares of Common Stock representing approximately 0.1% of the Common Stock
outstanding, and he holds a currently exercisable option to purchase 50,000
shares of Common Stock, and, therefore, is deemed to beneficially own such
shares which represent approximately 2.2% of the Common Stock outstanding
assuming that the 50,000 shares of Common Stock issuable upon exercise of the
option are currently issued and outstanding.
Richard M. Maurer, a director and executive officer of Maurer Ross &
Co., indirectly beneficially owns and shares voting and dispositive power with
respect to 2,000
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shares of Common Stock representing approximately 0.1% of the Common Stock
outstanding. Such shares are held by two trusts of which Mr. Maurer is a co-
trustee. The other co-trustee (the "Co-Trustee") shares voting and dispositive
power with respect to, and has the right to direct receipt of dividends from and
the proceeds from the sale of, the 2,000 shares of Common Stock held by the
trusts. Information concerning the Co-Trustee is set forth on Schedule I of the
Schedule 13D. Mr. Maurer also holds a currently exercisable option to purchase
50,000 shares of Common Stock, and, therefore, is deemed to beneficially own
such shares which represent approximately 2.2% of the Common Stock outstanding
assuming that the 50,000 shares of Common Stock issuable upon exercise of the
option are currently issued and outstanding.
Other than the amendment to the MR & Associates Option described in
Item 3, no transactions in Common Stock were effected during the past 60 days by
any Reporting Person or by any person named in Item 2 of the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Wesmar and the Company are parties to a Stock Option Agreement dated
as of February 29, 1988 pursuant to which the Company has granted Wesmar certain
rights to require the Company to register shares of Common Stock owned by Wesmar
under the Securities Act of 1933, as amended, for public offering and sale. As
discussed in Items 3 and 5, each of Robert L. Ross and Richard M. Maurer holds a
currently exercisable option to purchase 50,000 shares of Common Stock at an
exercise price of $3.0625 per share.
Item 7. Material to be filed as Exhibits.
A. Agreement pursuant to Rule 13d-1(k).
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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.
WESMAR PARTNERS
By: MR & Associates, its General Partner
By: Maurer Ross & Co., Incorporated, its
General Partner
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its General
Partner
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
MAURER ROSS & CO., INCORPORATED
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
April 13, 1998 /s/ Richard M. Maurer
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Date Richard M. Maurer
April 13, 1998 /s/ Robert L. Ross
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Date Robert L. Ross
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Exhibit A
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, each
of the undersigned entities agrees that the statement to which this Exhibit is
attached is filed on its behalf.
WESMAR PARTNERS
By: MR & Associates, its General Partner
By: Maurer Ross & Co., Incorporated, its
General Partner
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its General
Partner
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
MAURER ROSS & CO., INCORPORATED
April 13, 1998 By: /s/ Richard M. Maurer, President
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Date
April 13, 1998 /s/ Richard M. Maurer
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Date Richard M. Maurer
April 13, 1998 /s/ Robert L. Ross
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Date Robert L. Ross
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