<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
April 20, 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
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
<PAGE> 3
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
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
<PAGE> 4
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
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
<PAGE> 5
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: 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
<PAGE> 6
SCHEDULE 13D
CUSIP No. 784850 10 9
1. Name of Reporting Person: Richard M. Mauer
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: 1,401,896
Owned by
the 9. Sole Dispositive Power: 57,500
Reporting
Person 10. Shared Dispositive Power: 1,401,896
with
11. Aggregate Amount Beneficially Owned by the 1,459,396
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): 64.1%
14. Type of Reporting Person: IN
<PAGE> 7
This statement amends Items 3, 5, 6 and 7 of the Amendment No. 2 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 April 27, 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.
On April 20, 1999, The Richard M. Maurer Revocable Trust purchased
800 shares of Common Stock in the open market for $2.25 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 April 16, 1999, the Company's Board of Directors granted an
immediately exercisable option to purchase 7,500 shares of Common Stock to each
of Robert L. Ross ("Mr. Ross") and Richard M. Maurer ("Mr. Maurer") in
recognition of their services to the Company in 1998. Mr. Ross is a director and
executive officer of the Company. Mr. Maurer is a director of the Company.
On April 15, 1999, Mr. Ross purchased 3,800 shares of Common Stock in
the open market for $2.50 per share, and on April 18, 1999, Mr. Ross purchased
an additional 1,200 shares of Common Stock in the open market for $2.50 per
share. Mr. Ross used personal funds for both purchases.
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 May 7, 1999 as provided by the
Company in its Proxy Statement filed on May 20, 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, and he holds currently exercisable options to purchase 57,500
shares of Common Stock, and, therefore, is deemed to beneficially own such
shares, which represent approximately 2.8% of the Common Stock
<PAGE> 8
outstanding assuming that the 57,500 shares of Common Stock issuable upon
exercise of the options 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 2,800 shares of Common Stock representing approximately 0.1% 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 2,800 shares of Common
Stock held by the trusts. Information concerning the Co-Trustee is set forth on
Schedule I. Mr. Maurer also holds currently exercisable options to purchase
57,500 shares of Common Stock, and, therefore, is deemed to beneficially own
such shares, which represent approximately 2.7% of the Common Stock outstanding
assuming that the 57,500 shares of Common Stock issuable upon exercise of the
options are currently issued and outstanding.
All transactions in Common Stock that were effected during the past
60 days by any Reporting Person or by any person named in Item 2 of 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 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> 9
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
June 14, 1999 By: /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer, President
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
June 14, 1999 By: /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer, President
MAURER ROSS & CO., INCORPORATED
June 14, 1999 By: /s/ Richard M. Maurer,
----------------- ----------------------------------------
Date Richard M. Maurer, President
June 14, 1999 /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer
June 14, 1999 /s/ Robert L. Ross
----------------- ----------------------------------------
Date Robert L. Ross
<PAGE> 10
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
June 14, 1999 By: /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer, President
MR & ASSOCIATES
By: Maurer Ross & Co., Incorporated, its
General Partner
June 14, 1999 By: /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer, President
MAURER ROSS & CO., INCORPORATED
June 14, 1999 By: /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer, President
June 14, 1999 /s/ Richard M. Maurer
----------------- ----------------------------------------
Date Richard M. Maurer
June 14, 1999 /s/ Robert L. Ross
----------------- ----------------------------------------
Date Robert L. Ross
