<PAGE>
Filed pursuant to Regulation S-T 101(a)(2)(ii), the text of the initial filing
of the Schedule 13D (other than exhibits) is attached hereto as Appendix A.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
S2 Golf Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
784850 10 9
----------------------------
(CUSIP Number)
Richard M. Maurer
Maurer Ross & Co., Incorporated
Suite 16 South
Three Gateway Center
Pittsburgh, Pennsylvania 15222
(412) 392-2350
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1997
- --------------------------------------------------------------------------------
(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. [ ]
<PAGE>
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
-2-
<PAGE>
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: 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: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,499,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,499,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,499,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 64.7%
14. Type of Reporting Person: PN
-3-
<PAGE>
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: 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: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,499,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,499,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,499,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 64.7%
14. Type of Reporting Person: CO
-4-
<PAGE>
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: 2,000
Shares
Beneficially 8. Shared Voting Power: 1,499,096
Owned by
Each 9. Sole Dispositive Power: 2,000
Reporting
Person 10. Shared Dispositive Power: 1,499,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,501,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 64.7%
14. Type of Reporting Person: IN
-5-
<PAGE>
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: - 0 -
Shares
Beneficially 8. Shared Voting Power: 1,501,096
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,501,096
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,501,096
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 64.7%
14. Type of Reporting Person: IN
-6-
<PAGE>
This statement amends Items 1, 2, 3, 4, 5, 6 and 7 of the Schedule 13D
of Wesmar Partners, First Westinghouse Capital Corporation and Maurer Ross &
Co., Incorporated (collectively the "Original Reporting Persons") dated February
25, 1988 (the "Initial Report").
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of S2 Golf Inc. (the "Company"), a New Jersey corporation,
having its principal executive offices located at 18 Gloria Lane, Fairfield, New
Jersey 07004.
Item 2. Identity and Background.
This statement is filed on behalf of (collectively, the "Reporting
Persons") Wesmar Partners Limited Partnership ("Wesmar"), a Delaware limited
partnership and a successor to Wesmar Partners, one of the Original Reporting
Persons; MR & Associates (formerly, Maurer Ross & Associates) ("MR &
Associates"), a Pennsylvania limited partnership and the sole general partner of
Wesmar; Maurer Ross & Co., Incorporated ("Maurer Ross & Co."), a Pennsylvania
corporation and the sole general partner of MR & Associates; Robert L Ross; and
Richard M. Maurer. The principal place of business and executive offices of
each of Wesmar, MR & Associates and Maurer Ross & Co. is Suite 16 South, Three
Gateway Center, Pittsburgh, Pennsylvania 15222. Wesmar is principally engaged
in locating and making private investments. MR & Associates is principally
engaged in acting as managing general partner of Wesmar and another limited
partnership. Maurer Ross & Co. is principally engaged in providing management
and consulting services to MR & Associates.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of Maurer Ross & Co., including Messrs. Maurer and Ross,
and the Co-Trustee (as defined in Item 5) containing the following information
with respect to such persons: (i) name, (ii) business address and (iii) present
principal occupation or employment and the name and, if different from the
person's business address, the address of any other corporation or other
organization in which such employment is conducted. Each person listed in
Schedule I is a United States citizen.
During the past five years, neither the Reporting Persons nor any
person named in Schedule I (based on information provided by such individuals)
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result 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.
-7-
<PAGE>
Item 3. Source and Amount of Funds and Other Consideration.
As of October 1, 1997, the Company granted to MR & Associates an
immediately exercisable option to purchase 100,000 shares of Common Stock in
consideration for MR & Associates' provision of services to the Company.
Item 4. Purpose of Transaction.
The Reporting Persons have no present plans or proposals to change the
Company's business, corporate structure, capitalization, management or dividend
policy.
Except as described in Item 6, the Reporting Persons have no present
plans or proposals which relate to or would result in any of the following
(although the Reporting Persons reserve the right to develop such plans or
proposals or any other plans relating to the Company and to take action with
respect thereto): (i) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company; (iii) a sale or transfer of a material
amount of assets of the Company; (iv) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Company; (vi) any other material change in the Company's business or
corporate structure; (vii) changes in the Company's certificate of
incorporation, bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action
similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Persons, without the
consent of the Company, may purchase additional shares of Common Stock in the
open market or in private transactions at any time, and the Reporting Persons
may decide to sell or seek to sell all or a portion of their interests in the
Company.
Each of Richard M. Maurer and Robert L. Ross currently serve as a
director of the Company and Robert L. Ross serves as an executive officer of the
Company.
See Item 3.
-8-
<PAGE>
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 as reported in the Company's
quarterly report on Form 10-Q for the quarter ended September 29, 1997. All per
share information provided in this statement reflects a four-for-one reverse
stock split of the Common Stock which occurred subsequent to the filing of the
Initial Report.
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. MR &
Associates holds a currently exercisable option to purchase 100,000 shares of
Common Stock, and, therefore, is deemed to beneficially own such shares which
represent approximately 4.3% of the Common Stock outstanding, assuming that the
100,000 shares of Common Stock issuable upon exercise of the option are
currently issued and outstanding. Each of Maurer Ross & Co. and Messrs. Maurer
and Ross may be deemed to share voting and dispositive power with MR &
Associates with respect to the 100,000 shares of Common Stock which may be
acquired upon exercise of such option.
In addition to the foregoing, 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 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 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.
No transactions in Common Stock were effected during the past 60 days
by any Reporting Person or by any person named in Item 2.
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
-9-
<PAGE>
Securities Act of 1933, as amended, for public offering and sale. As discussed
in Item 5, MR & Associates holds a currently exercisable option to purchase
100,000 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).
B. Stock Option Agreement, dated as of February 29, 1988, by and between S2
Golf Inc. and Wesmar Partners (filed as Exhibit E to the Initial Report).
-10-
<PAGE>
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
February 27, 1998 By:/s/ Richard M. Maurer, President
- ----------------- --------------------------------
Date
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
February 27, 1998 By:/s/ Richard M. Maurer, President
- ----------------- --------------------------------
Date
MAURER ROSS & CO., INCORPORATED
February 27, 1998 By:/s/ Richard M. Maurer, President
- ----------------- -------------------------------------------
Date
February 27, 1998 By:/s/ Richard M. Maurer
- ----------------- --------------------------------
Date Richard M. Maurer
February 27, 1998 By:/s/ Robert L. Ross
- ------------------ ------------------
Date Robert L. Ross
-11-
<PAGE>
SCHEDULE I
The executive officers and directors of Maurer Ross & Co. Incorporated ("Maurer
Ross & Co.") are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Name: Robert L. Ross, Chairman of the Board of Directors and
Director of Maurer Ross & Co.
Present Occupation: Chairman of Maurer Ross & Co.
(2) Name: Richard M. Maurer, President and Director of Maurer
Ross & Co.
Present Occupation: President of Maurer Ross & Co.
(3) Name: Karen C. Maurer, Director of Maurer Ross & Co.
Present Occupation: Vice President of Maurer Ross & Co.
(4) Name: Lindalee R. Ross, Director of Maurer Ross & Co.
Present Occupation: Vice President of Maurer Ross & Co.
</TABLE>
The preceding executive officers and directors of Maurer Ross & Co. have the
following information in common:
Name of Employer: Maurer Ross & Co.
Business Address/
Address of Employer: Suite 16 South
Three Gateway Center
Pittsburgh, Pennsylvania 15222
The Co-Trustee is as follows:
Name: John E. Trabucco
Present Occupation: Vice President, Secretary and General Counsel
Name of Employer: Beckwith Machinery Company
Business Address/
Address of Employer: 4565 William Penn Highway
Murrysville, PA 15668
-12-
<PAGE>
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
February 27, 1998 By:/s/ Richard M. Maurer, President
- -------------------- --------------------------------
Date
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
February 27, 1998 By:/s/ Richard M. Maurer, President
- ------------------ --------------------------------
Date
MAURER ROSS & CO., INCORPORATED
February 27, 1998 By:/s/ Richard M. Maurer, President
- ----------------- --------------------------------
Date
February 27, 1998 By:/s/ Richard M. Maurer
- ----------------- --------------------------------
Date Richard M. Maurer
February 27, 1998 By:/s/ Robert L. Ross
- ------------------- --------------------------------
Date Robert L. Ross
-13-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION APPENDIX A
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
S2 Golf Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
784850 10 9
--------------------------------------
(CUSIP Number)
Richard M. Maurer, Partner, (412) 392-2350
Wesmar Partners, Three Gateway Center, Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 1988
--------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 784850 10 9 13D
--------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WESMAR PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF PENNSYLVANIA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON Approximately 6,879,151 (see Item 5)
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Approximately 6,271,629 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 6,879,151 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.3% (assuming full dilution)
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784850 10 9 13D
- ---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST WESTINGHOUSE CAPITAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
STATE OF DELAWARE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON Approximately 6,271,629 (see Item 5)
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Approximately 6,271,629 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 6,271,629 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.3% (assuming full dilution)
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784850 10 9 13D
- ---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAURER ROSS & CO., INCORPORATED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF PENNSYLVANIA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON Approximately 6,879,151 (see Item 5)
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Approximately 6,271,629 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 6,271,629 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.3% (assuming full dilution)
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The percentages of Common Stock (as defined in Item 1 below) owned or
controlled by the persons identified in Item 2 are calculated and based upon the
most recently available filing with the Securities and Exchange Commission (the
"Commission") by S2 Golf Inc. (the "Issuer") and certain additional information
provided by the Issuer and assume that all currently exercisable rights to
acquire the Common Stock held by existing shareholders are exercised. Based upon
information provided by the Issuer, immediately prior to the transactions
described in this Schedule 13D, the Issuer had 2,484,662 shares of Common Stock
issued and outstanding and presently exercisable rights, warrants and options
for the issuance of an aggregate of 982,450 shares of Common Stock of which
approximately 120,618 of such shares were issuable to the persons identified in
paragraph (b) of Item 2 below.
Item 1. Security and Issuer
This statement relates to warrants and an option to acquire, and
assignments of rights to vote and related irrevocable proxies to vote, common
stock, par value $0.01 per share (the "Common Stock") of S2 Golf Inc., a New
Jersey corporation, located at 18 Gloria Lane, Fairfield, New Jersey 07006.
Item 2. Identity and Background
(a) With respect to the reporting persons, see Schedule 1 attached hereto.
(b) In addition to the person filing this statement with respect to whom
information is provided in (a) above, the following persons (the
"Additional Persons") have assigned their rights to vote, and given their
irrevocable proxies, to Wesmar. The information provided with respect to
the Additional Persons is based upon the most recently available filing
with the Commission by the Issuer. Wesmar and the Additional Persons may
be deemed to be a "group" within the meaning of Section 13(d)(3); however,
Wesmar does not admit that it constitutes such a "group" with the
Additional Persons.
<TABLE>
<S> <C> <C>
(1) Name: L.R. Jeffrey, Jr., Director of Issuer
Business Address: 18 Gloria Lane
Fairfield, New Jersey 07006
Present Occupation: President of Issuer
Name of Employer: S2 Golf Inc.
Address of Employer: 18 Gloria Lane
Fairfield, New Jersey 07006
Citizenship: U.S.A.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(2) Name: Dwight F. Davis, III, Director of
Issuer
Business Address: 18 Gloria Lane
Fairfield, New Jersey 07006
Present Occupation: Vice President of Issuer
Name of Employer: S2 Golf Inc.
Address of Employer: 18 Gloria Lane
Fairfield, New Jersey 07006
Citizenship: U.S.A.
(3) Name: Christopher B. Cooper, Director of
Issuer
Business Address: 18 Gloria Lane
Fairfield, New Jersey 07006
Present Occupation: Vice President and Secretary of
Issuer
Name of Employer: S2 Golf Inc.
Address of Employer: 18 Gloria Lane
Fairfield, New Jersey 07006
Citizenship: U.S.A.
(4) Name: Gregg T. Shimanski, Director of
Issuer
Business Address: 7513 Whiteacre Road
Madison, Wisconsin 53717
Present Occupation: President of Gregg Shimanski
Realty, Inc.
Name of Employer: Gregg Shimanski Realty, Inc.
Address of Employer: 7513 Whiteacre Road
Madison, Wisconsin 53717
Citizenship: U.S.A.
(5) Name: John deGarmo
Business Address: 18 Ox Ridge Lane
Darien, Connecticut 06820
Present Occupation: Consultant
Name of Employer: Advisory Board of the American
Junior Golf Association
Address of Employer: 18 Ox Ridge Lane
Darien, Connecticut 06820
Citizenship: U.S.A.
(6) Name: Douglas A. Sykes, Director of
Issuer
Business Address: Denver Tech Center Building 46B
7720 East Belleview Avenue
Englewood, Colorado 80111
Present Occupation: Attorney
Name of Employer: Overton & Sykes, P.C.
Address of Employer: Denver Tech Center Building 46B
7720 East Belleview Avenue
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Englewood, Colorado 80111
Citizenship: U.S.A.
(7) Name: James Whiteside, Director of Issuer
Business Address: 10920 W. Alameda Avenue
Lakewood, Colorado 80227
Present Occupation: President
Name of Employer: Supreme Golf of Colorado, Inc.
Address of Employer: 10920 W. Alameda Avenue
Lakewood, Colorado 80227
Citizenship: U.S.A.
(8) Name: Mark Jeffrey
Business Address: 18 Gloria Lane
Fairfield, New Jersey 07006
Present Occupation: Employee of Issuer
Name of Employer: S2 Golf Inc.
Address of Employer: 18 Gloria Lane
Fairfield, New Jersey 07006
Citizenship: U.S.A.
(9) Name: R. Hamill
Business Address: 18 Gloria Lane
Fairfield, New Jersey 07006
Present Occupation: Employee of Issuer
Name of Employer: S2 Golf Inc.
Address of Employer: 18 Gloria Lane
Fairfield, New Jersey 07006
Citizenship: U.S.A.
(10) Name: Overton & Sykes, P.C.
State of Organization: State of Colorado
Principal Business: Practice of Law
Address of Principal
Business and of
Principal Office: 7720 East Belleview Avenue
Englewood, Colorado 80111
</TABLE>
Item 3. Source and Amount of Funds and Other Consideration
In conjunction with, and in partial consideration for, a secured loan in
an amount up to $400,000 made by Wesmar to the Issuer pursuant to a loan
agreement dated February 29, 1988 (the "Agreement") between Wesmar and the
Issuer (a copy of the Agreement is attached as Exhibit A), (a) the Additional
Persons assigned their voting rights (the "Assignments"), and granted
irrevocable proxies (the "Proxies"), to Wesmar (copies of the Assignments and
Proxies are attached as Exhibits B-1 through B-9, inclusive), and (b) the Issuer
issued to Wesmar (i) a warrant ("Warrant A") to acquire up to 10% of the Common
Stock on a fully-diluted basis (a copy of Warrant A is attached as Exhibit
<PAGE>
C) at a purchase price of $0.01 per share, (ii) a warrant ("Warrant B" and with
Warrant A, the "Warrants") to acquire up to an additional 29% of the Common
Stock on a fully-diluted basis (a copy of Warrant B is attached as Exhibit D)
for an aggregate purchase price of $400,000, and (iii) subject to approval by
the shareholders of the Issuer, an option (the "Option") to purchase, pursuant
to a stock option agreement (the "Stock Option Agreement"), for an aggregate
purchase price of $1,150,000, up to that number of shares of Common Stock which
when the Option is fully exercised and the number of shares issued pursuant
thereto are aggregated with the number of shares of Common Stock issued or to be
issued under the Warrants will result in Wesmar owning, on a on a fully-diluted
basis, not less than 65% of the Common Stock (a copy of the Stock Option
Agreement is attached as Exhibit E). In lieu of exercising the Option, Wesmar
may elect to make one or more convertible loans to the Issuer upon the same
terms as the loan made pursuant to the Agreement and convertible upon the same
terms as the Option.
The Assignments and Proxies expire on the earliest to occur of (A) the
consummation of the transactions contemplated by the Agreement, the Warrants and
the Stock Option Agreement, (B) the termination of such transactions or (C)
three (3) years from the date of the Proxies. The Warrants and Option expire on
the later of (A) August 29, 1990 or (B) that date which is 90 days after action
by the New Jersey Department of Environmental Protection under the New Jersey
Environmental Cleanup Responsibility Act which would permit the exercise of the
Warrants.
The loan was made from working capital of Wesmar and payments for the
Common Stock upon exercise of the Warrants and the Option will be from working
capital of Wesmar.
Item 4. Purpose of Transaction
Wesmar made the loan and acquired the Warrants and the Option and, if any
Common Stock is acquired through the exercise of the Warrants or the Option,
will acquire such Common Stock as an investment, because it believes that the
Issuer's business represents a good investment.
Wesmar may decide, depending upon its assessment of the Issuer's financial
condition, results of operations, business prospects, economic conditions and
such other criteria as may be significant to Wesmar, to sell or seek the sale of
all or a portion of its interest in the Issuer or to pursue negotiations with
the Issuer with respect to possible future increases in its investment in the
Issuer; however, whether or not such sale or additional investment may occur,
and the amount and timing of any such sale or additional investment, are
uncertain at this time.
<PAGE>
Wesmar presently intends to nominate or designate two individuals to be
included as nominees of the Issuer's Board of Directors. Giving effect to the
Proxies received from the Additional Persons and assuming the Additional Persons
fully exercise current rights to acquire, in the aggregate, 120,618 shares of
Common Stock, Wesmar will control 18% of the voting stock of the Issuer. In the
event Warrant A is fully exercised prior to the expiration of the Proxies,
Wesmar will control an additional 10% of the voting stock of the Issuer. In the
event Warrant B is fully exercised prior to the expiration of the Proxies,
Wesmar will control an additional 29% of the voting stock of the Issuer. If the
Warrants are fully exercised, Wesmar will control, on a full-diluted basis,
approximately 41% of the voting stock of the Issuer before the expiration of the
Proxies and approximately 28.1% of the voting stock of the Issuer after the
expiration of the Proxies. Wesmar presently intends to vote the shares
represented by the Proxies and any shares of Common Stock then owned by it,
which, when aggregated, may represent more than 50% of the then outstanding
shares of Common Stock entitled to vote, in favor of the Stock Option Agreement
and the transactions contemplated thereby. In the event the Warrants are fully
exercised and the Option is approved and fully exercised, Wesmar will control an
aggregate of 65%, on a fully-diluted basis, of the voting stock of the Issuer.
Other than as set forth above in this Item 4, Wesmar presently has no
plans or proposals with respect to any matter set forth in Item 4(a)-(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Wesmar, First Westinghouse and Maurer Ross may be deemed to be beneficial
owners of approximately 625,022 shares of Common Stock by virtue of the Proxies
(assuming the Additional Persons fully exercise current rights to acquire, in
the aggregate, approximately 120,618 shares of Common Stock), approximately
346,711 shares of Common Stock by virtue of Warrant A, approximately 1,005,463
shares of Common Stock by virtue of Warrant B and approximately 5,086,748 shares
of Common Stock by virtue of the Option, representing in the aggregate
approximately 71.3% of the Common Stock, on a full-diluted basis. The Additional
Persons may be deemed to be beneficial owners of approximately 625,022 shares of
Common Stock (assuming the Additional Persons fully exercise current rights to
acquire, in the aggregate, approximately 120,618 shares of Common Stock),
representing approximately 6.3% of the Common Stock, on a full-diluted basis.
No person identified in Item 2 other than Wesmar, First Westinghouse,
Maurer Ross and the Additional Persons is the beneficial owner of such shares of
Common Stock.
<PAGE>
(b) Assuming full exercise of the Warrants and the Option, Wesmar, as record
owner, and First Westinghouse and Maurer Ross as beneficial owners share the
power to vote and direct the voting of, and the power to dispose or direct the
disposition of, approximately 6,438,922 shares of the Common Stock. Wesmar,
First Westinghouse and Maurer Ross share the power to vote and direct the voting
of, and the Additional Persons, as record owners, have the sole power to dispose
or direct the disposition of approximately 625,022 shares, in the aggregate, of
such Common Stock.
(c) Wesmar, First Westinghouse and Maurer Ross acquired beneficial ownership of
approximately 625,022 shares of Common Stock pursuant to the Proxies, the right
to acquire, directly or indirectly, approximately 346,711 shares of Common Stock
pursuant to Warrant A, the right to acquire, directly or indirectly,
approximately 1,005,463 shares of Common Stock pursuant to Warrant B and the
right to acquire, subject to shareholder approval, directly or indirectly,
approximately 5,086,748 shares of Common Stock pursuant to the Option. Neither
Wesmar nor any other person identified in paragraph (a) of Item 2 above has
engaged in any other transaction in Common Stock in the last 60 days.
(d) No person, other than Wesmar, First Westinghouse or Maurer Ross, has the
right to receive or the power to direct receipt of dividends from, or the
proceeds from the sale of, approximately 6,438,922 shares of Common Stock owned
by Wesmar, assuming full exercise of the Warrants and Option.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 3.
Wesmar and the Issuer are parties to the Agreement pursuant to which (i)
the Issuer, in partial consideration for the loan made thereunder, issued the
Warrants and, subject to shareholder approval, the Option to Wesmar and (ii) the
Additional Persons, as significant shareholders of the Issuer, assigned their
voting rights and delivered their proxies to Wesmar.
Warrant A permits Wesmar to purchase up to 10%, measured on a fully-
diluted basis, of the Common Stock (approximately 346,711 shares initially) for
a purchase price of $0.01 per share; Warrant B permits Wesmar to purchase up to
an additional 29%, measured on a fully-diluted basis, of the Common Stock
(approximately 1,005,463 shares initially) for an aggregate purchase price of
$400,000 (approximately $0.40 per share initially); the Option permits Wesmar to
purchase such number of
<PAGE>
shares (approximately 5,086,748 shares initially) of Common Stock which, when
the Warrants and the Option are fully exercised, will result in Wesmar owning
not less than 65%, on a fully-diluted basis, of the Common Stock; and the
Proxies and Assignments permit Wesmar to vote the shares of Common Stock owned
by the Additional Persons (approximately 625,022 shares of which approximately
504,505 are currently outstanding and the remainder are represented by rights
which are currently exercisable).
The foregoing does not purport to be a complete summary of, and is
qualified in its entirety by reference to, the Agreement (a copy of which is
attached hereto as Exhibit A), the Assignments and Proxies (copies of which are
attached hereto as Exhibit B), the Warrants (copies of which are attached hereto
as Exhibits C and D, respectively) and the Stock Option Agreement (a copy of
which is attached hereto as Exhibit E).
There are not other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2, or between
the persons named in paragraph (a) of Item 2 or to the knowledge of Wesmar
between the Additional Persons and any other person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits
(a) Loan agreement (Exhibit A)
(b) Assignments of Voting Rights and Proxies (Exhibits B-1 through B-10)
(c) Warrant A (Exhibit C)
(d) Warrant B (Exhibit D)
(e) Stock Option Agreement (Exhibit E)
<PAGE>
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.
March 7, 1988
- ---------------------------
Date
/s/ Richard M. Maurer
- ----------------------------
Signature
Richard M. Maurer
President Maurer Ross & Co., Incorporated
(general partner of Maurer Ross & Associates
managing partner of Wesmar Partners)
- -------------------------------
Name/Title
<PAGE>
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.
March 4, 1988
- -----------------------------
Date
/s/ J. R. McClester
- ------------------------------
Signature
J. R. McClester, President
- ------------------------------
Name/Title
First Westinghouse Capital
Corporation
<PAGE>
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.
March 7, 1988
- -------------------------------
Date
/s/ Richard M. Maurer
- -------------------------------
Signature
Richard M. Maurer
President Maurer Ross & Co.,
Incorporated
- -------------------------------
Name/Title
<PAGE>
SCHEDULE 1
The persons filing this statement are Wesmar Partners ("Wesmar"), First
Westinghouse Capital Corporation ("First Westinghouse") and Maurer Ross & Co.,
Incorporated ("Maurer Ross").
Wesmar is a general partnership between First Westinghouse and Maurer Ross
& Associates, and is principally engaged in locating and making private
investments. Wesmar's principal business address is Three Gateway Center,
Pittsburgh, Pennsylvania 15222 and its principal office is at Three Gateway
Center, Pittsburgh, Pennsylvania 15222.
First Westinghouse is an indirect subsidiary of Westinghouse Electric
Corporation. First Westinghouse is principally engaged in making private
investments through Wesmar. First Westinghouses' principal business address is
One Oxford Centre, Pittsburgh, Pennsylvania 15222 and its principal executive
office is at, One Oxford Centre, Pittsburgh, Pennsylvania 15222.
Maurer Ross is the general partner of Maurer Ross & Associates, a
Pennsylvania limited partnership, the managing partner of Wesmar. Maurer Ross
is principally engaged in providing management and consulting services to Maurer
Ross & Associates. Maurer Ross' principal business address is Three Gateway
Center, Pittsburgh, Pennsylvania 15222 and its principal executive office is at
Three Gateway Center, Pittsburgh, Pennsylvania 15222.
The executive officers and directors of First Westinghouse are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Name: J. R. McClester, Director of First
Westinghouse
Present Occupation: President of First Westinghouse and
Chairman of Westinghouse Financial
Services, Inc.
(2) Name: R. T. Barbour, Director of First
Westinghouse
Present Occupation: Vice President of First
Westinghouse and Senior Vice
President of Westinghouse Credit
Corporation ("WCC")
(3) Name: R. L. Bencke, Director of First
Westinghouse
Present Occupation: Vice President and Controller of
First Westinghouse and Vice
President, Finance, of WCC
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(4) Name: R. C. Jacobs, Director of First
Westinghouse
Present Occupation: Vice President, Corporate Marketing
and Development, of WCC
(5) Name: D. J. Jenkins
Present Occupation: Vice President First Westinghouse
(6) Name: J. R. Murray
Business Address: 620 Newport Center Drive
Newport Beach, California 92660
Present Occupation: Vice President of First
Westinghouse and Vice President of
WCC
Address of Employer: 620 Newport Center Drive
Newport Beach, California 92660
(7) Name: J. A. Harrison
Present Occupation: Secretary of First Westinghouse and
Assistant General Counsel of
Westinghouse Electric Corporation
Name of Employer: Westinghouse Electric Corporation
(8) Name: R. C. Colver
Present Occupation: Treasurer of First Westinghouse and Vice President
and Treasurer of WCC
</TABLE>
Except as otherwise indicated, the preceding executive officers and directors of
First Westinghouse have the following information in common:
<TABLE>
<S> <C> <C>
Business Address: Westinghouse Credit Corporation
One Oxford Centre
Pittsburgh, Pennsylvania 15219
Name of Employer: Westinghouse Credit Corporation
Address of Employer: One Oxford Centre
Pittsburgh, Pennsylvania 15219
Citizenship: U.S.A.
</TABLE>
The executive officers and directors of Maurer Ross are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Name: Robert L. Ross, Chairman of the
Board of Directors and Director of
Maurer Ross
Present Occupation: Vice President of Maurer Ross
(2) Name: Richard M. Maurer, Director of
Maurer Ross
Present Occupation: President of Maurer Ross
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(3) Name: Ann Muetzel
Present Occupation: Secretary of Maurer Ross
</TABLE>
Except as otherwise indicated, the preceding executive officers and directors of
Maurer Ross have the following information in common:
<TABLE>
<S> <C> <C>
Business Address: Three Gateway Center
Pittsburgh, Pennsylvania 15222
Name of Employer: Maurer Ross & Co., Incorporated
Address of Employer: Three Gateway Center
Pittsburgh, Pennsylvania 15222
Citizenship: U.S.A.
(4) Name: Karen B. Maurer, Director of Maurer
Ross
Present Occupation: None
Citizenship: U.S.A.
(5) Name: Linda H. Ross, Director of Maurer Ross
Present Occupation: None
Citizenship: U.S.A.
</TABLE>
During the last five years, neither Wesmar, First Westinghouse or Maurer
Ross nor any of the other persons identified in this Schedule 1 have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); and
During the last five years, neither Wesmar, First Westinghouse or Maurer
Ross nor any of the other persons identified in this Schedule 1 have been
subject to a judgment, decree or final order of a judicial or administrative
body of competent jurisdiction 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.
