<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 27, 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 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> 2
SCHEDULE 13D
CUSIP No. 784850 10 9
<TABLE>
<CAPTION>
<S> <C>
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
the 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
with
11. Aggregate Amount Beneficially Owned by the
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): 63.0%
14. Type of Reporting Person: PN
</TABLE>
<PAGE> 3
SCHEDULE 13D
CUSIP No. 784850 10 9
<TABLE>
<CAPTION>
<S> <C>
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
the 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
with
11. Aggregate Amount Beneficially Owned by the
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): 63.0%
14. Type of Reporting Person: PN
</TABLE>
<PAGE> 4
SCHEDULE 13D
CUSIP No. 784850 10 9
<TABLE>
<CAPTION>
<S> <C>
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
the 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 1,399,096
with
11. Aggregate Amount Beneficially Owned by the
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): 63.0%
14. Type of Reporting Person: CO
</TABLE>
<PAGE> 5
SCHEDULE 13D
CUSIP No. 784850 10 9
<TABLE>
<CAPTION>
<S> <C>
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: PF/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: 64,500
Shares
Beneficially 8. Shared Voting Power: 1,399,096
Owned by
the 9. Sole Dispositive Power: 64,500
Reporting
Person 10. Shared Dispositive Power: 1,399,096
with
11. Aggregate Amount Beneficially Owned by the
Reporting Person: 1,463,596
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares ___
13. Percent of Class Represented by Amount in Row (11): 64.3%
14. Type of Reporting Person: IN
</TABLE>
<PAGE> 6
SCHEDULE 13D
CUSIP No. 784850 10 9
<TABLE>
<CAPTION>
<S> <C>
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: PF/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: 57,500
Shares
Beneficially 8. Shared Voting Power: 1,424,396
Owned by
the 9. Sole Dispositive Power: 57,500
Reporting
Person 10. Shared Dispositive Power: 1,424,396
with
11. Aggregate Amount Beneficially Owned by the 1,481,896
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares ___
13. Percent of Class Represented by Amount in Row (11): 65.1%
14. Type of Reporting Person: IN
</TABLE>
<PAGE> 7
This statement amends Items 3, 5, 6 and 7 of the Amendment No. 6 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 on October 7, 1999. All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the
Amendment No.1 to the Schedule 13D of the Reporting Persons filed on March 4,
1998 (the "Amendment No. 1 to the Schedule 13D").
Item 3. Source and Amount of Funds and Other Consideration.
On October 27, 1999, The Richard M. Maurer Revocable Trust purchased
3,300 shares of Common Stock in the open market for $2.00 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
On October 26, 1999, The Richard M. Maurer Revocable Trust purchased
2,200 shares of Common Stock in the open market for $2.00 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
On October 22, 1999, The Richard M. Maurer Revocable Trust purchased
1,000 shares of Common Stock in the open market for $2.00 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
On October 21, 1999, The Richard M. Maurer Revocable Trust purchased
3,500 shares of Common Stock in the open market for $2.00 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
On October 11, 1999, The Richard M. Maurer Revocable Trust purchased
400 shares of Common Stock in the open market for $2.125 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
On October 6, 1999, The Richard M. Maurer Revocable Trust purchased 100
shares of Common Stock in the open market for $2.125 per share, using private
funds. Mr. Maurer is the indirect beneficial owner of the shares of Common Stock
held by the Richard M. Maurer Revocable Trust.
On October 4, 1999, The Richard M. Maurer Revocable Trust purchased
1,600 shares of Common Stock in the open market for $2.125 per share, using
private funds. Mr. Maurer is the indirect beneficial owner of the shares of
Common Stock held by the Richard M. Maurer Revocable Trust.
<PAGE> 8
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 July 2, 1999 as provided by the
Company in its Form 10-Q filed on August 12, 1999.
Wesmar is the record and beneficial owner of 1,399,096 shares of Common
Stock representing approximately 63.0% 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
7,000 shares of Common Stock, representing approximately 0.3% of the Common
Stock outstanding. Mr. Ross holds currently exercisable options to purchase
57,500 shares of Common Stock, and, therefore, is deemed to beneficially own
such shares. Assuming that the 57,500 shares of Common Stock issuable upon
exercise of Mr. Ross's options are currently issued and outstanding, Mr. Ross
beneficially owns approximately 2.8% of the Common Stock 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 25,300 shares of Common Stock, representing approximately 1.4% of the
Common Stock outstanding. Such shares are held by three 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 25,300 shares of Common
Stock held by the trusts. Information concerning the Co-Trustee is set forth on
Schedule I of the Amendment No. 1 to the Schedule 13D. Mr. Maurer also holds
currently exercisable options to purchase 57,500 shares of Common Stock, and,
therefore, is deemed to beneficially own such shares. Assuming that the 57,500
shares of Common Stock issuable upon exercise of Mr. Maurer's options are
currently issued and outstanding, Mr. Maurer beneficially owns approximately
3.7% of the Common Stock outstanding.
All transactions in Common Stock that were effected since the most
recent filing on Schedule 13D by any Reporting Person or by any person named in
Item 2 of the Amendment No. 1 to the Schedule 13D are described in Item 3.
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 Mr. Ross
<PAGE> 9
and Mr. Maurer holds a currently exercisable option to purchase 50,000 shares of
Common Stock at an exercise price of $3.0625 per share and a currently
exercisable option to purchase 7,500 shares of Common Stock at an exercise price
of $2.3125 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 Schedule 13D of
Wesmar Partners, First Westinghouse Capital Corporation and Maurer Ross & Co.,
Incorporated, dated February 25, 1988).
<PAGE> 10
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
November 9, 1999 By: /s/ Richard M. Maurer
- ----------------------- --------------------------------------
Date Richard M. Maurer, President
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
November 9, 1999 By: /s/ Richard M. Maurer
- ----------------------- --------------------------------------
Date Richard M. Maurer, President
MAURER ROSS & CO., INCORPORATED
November 9, 1999 By: /s/ Richard M. Maurer
- ----------------------- --------------------------------------
Date Richard M. Maurer, President
November 9, 1999 /s/ Richard M. Maurer
- ----------------------- -----------------------------------------
Date Richard M. Maurer
November 9, 1999 /s/ Robert L. Ross
- ----------------------- -----------------------------------------
Date Robert L. Ross
<PAGE> 11
Exhibit A
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D 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
November 9, 1999 By: /s/ Richard M. Maurer
- ---------------------- -------------------------------------
Date Richard M. Maurer, President
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
November 9, 1999 By: /s/ Richard M. Maurer
- ---------------------- -------------------------------------
Date Richard M. Maurer, President
MAURER ROSS & CO., INCORPORATED
November 9, 1999 By: /s/ Richard M. Maurer
- ---------------------- -------------------------------------
Date Richard M. Maurer, President
November 9, 1999 /s/ Richard M. Maurer
- ---------------------- ----------------------------------------
Date Richard M. Maurer
November 9, 1999 /s/ Robert L. Ross
- ---------------------- ----------------------------------------
Date Robert L. Ross
