SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
COBRA GOLF INCORPORATED
(Name of issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
190907105
(CUSIP number)
Mr. Louis F. Fernous, Jr.
Vice President and Secretary
American Brands, Inc.
1700 East Putnam Avenue
Old Greenwich, Connecticut 06870-0811
(203) 698-5000
(Name, address and telephone number of person
authorized to receive notices and communications)
January 26, 1996
(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 [ ].
(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.)
(Continued on following pages)
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* This Amendment No. 3 amends the Schedule 13D of American Brands, Inc. and
HCAC, Inc. filed as part of their combined Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D, filed with the Securities and
Exchange Commission on December 22, 1995, as amended.
(Page 1 of 6 Pages)
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CUSIP No. 190907105 13D (Page 2 of 6 Pages)
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
ACUSHNET COMPANY 04-2591836
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER 1,000 SHARES OF COMMON
NUMBER OF STOCK (SEE ITEMS 3-5 BELOW)
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER NONE
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,000 SHARES OF COMMON
REPORTING STOCK (SEE ITEMS 3-5 BELOW)
PERSON WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER NONE
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5 BELOW)
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14. TYPE OF REPORTING PERSON
CO
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(Page 2 of 6 Pages)
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CUSIP No. 190907105 13D (Page 3 of 6 Pages)
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
AMERICAN BRANDS, INC. 13-3295276
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/X/
- ---------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER INDIRECTLY THROUGH
NUMBER OF ACUSHNET COMPANY, A
WHOLLY-OWNED SUBSIDIARY,
SHARES 1,000 SHARES OF COMMON
STOCK (SEE ITEMS 3-5 BELOW)
BENEFICIALLY ------------------------------------------------------------
8. SHARED VOTING POWER NONE
OWNED BY ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER INDIRECTLY THROUGH
EACH ACUSHNET COMPANY, A
WHOLLY-OWNED SUBSIDIARY,
REPORTING 1,000 SHARES OF COMMON
STOCK (SEE ITEMS 3-5 BELOW)
PERSON WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
INDIRECTLY THROUGH ACUSHNET COMPANY, A WHOLLY-OWNED SUBSIDIARY,
1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5 BELOW)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14. TYPE OF REPORTING PERSON
CO
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(Page 3 of 6 Pages)
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This Amendment No. 3 amends and supplements the Schedule 13D of
American Brands, Inc., a Delaware corporation (the "Parent") and HCAC, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Parent (the
"Purchaser"), filed as part of their combined Tender Offer Statement on Schedule
14D-1 and Statement on Schedule 13D, filed with the Securities and Exchange
Commission on December 22, 1995, as previously amended and supplemented (the
"Schedule 14D-1"), and relates to a tender offer by the Purchaser to purchase
all issued and outstanding shares of Common Stock, $.001 par value per share
(the "Shares"), of Cobra Golf Incorporated, a Delaware corporation (the
"Company"), at a purchase price of $36.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated December 22, 1995 and the related Letter of
Transmittal, which were annexed to and filed with the Schedule 14D-1 as Exhibits
(a)(1) and (a)(2), respectively.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 13D. Information with respect to the items below was
previously reported in accordance with the item numbers and requirements of
Schedule 14D-1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
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Item 4 of the Schedule 14D-1 is hereby amended by adding thereto the
following:
Acushnet Company ("Acushnet"), a Delaware corporation and a
wholly-owned subsidiary of the Parent, has acquired 100% of the outstanding
stock of the Company.
The Purchaser, which was the owner on January 26, 1996 of more than 90
percent of the outstanding Shares of the Company, on such date caused the merger
of the Purchaser with and into the Company (the "Merger") to become effective
without a meeting of stockholders of the Company pursuant to Section 253 of the
Delaware General Corporation Law, as contemplated by the Agreement and Plan of
Merger, dated as of December 18, 1996, among the Parent, the Purchaser and the
Company.
At the effective time of the Merger on January 26, 1996, by virtue of
the Merger:
(a) each Share then owned by the Parent, the Purchaser or any
other subsidiary of the Parent and each Share then held in the
treasury of the Company or by any subsidiary of the Company
was cancelled and retired and ceased to exist with no payment
being made with respect thereto;
(Page 4 of 6 Pages)
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(b) each other then remaining issued and outstanding Share
(other than Shares held by stockholders who shall properly
exercise appraisal rights in accordance with Section 262 of
the Delaware General Corporation Law) was converted into the
right to receive $36.00 in cash (the "Merger Price"), net to
the holder thereof, without interest thereon, payable upon the
surrender of the certificate representing such Share and each
certificate representing each such Share so converted was
forthwith cancelled;
(c) each of the 1,000 then outstanding shares of common stock of
the Purchaser was converted into and became one fully paid and
nonassessable share of common stock, par value $1.00 per
share, of the Company (the "Merger Shares"), as the surviving
corporation of the Merger; and
(d) the Company became a wholly-owned subsidiary of the Parent.
The Parent obtained the funds to pay the Merger Price for all Shares
outstanding immediately prior to the effective time of the Merger from funds
available in its cash accounts, including funds obtained through private
placements of the Parent's commercial paper notes with financial institutions.
On January 30, 1996, the Parent made a capital contribution to Acushnet
of the Merger Shares.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 5 of the Schedule 14D-1 is hereby amended by adding thereto the
following:
The information set forth in Item 3 of this Statement is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Item 6 of the Schedule 14D-1 is hereby amended by adding thereto the
following:
The information set forth in Item 3 of this Statement is incorporated
herein by reference.
(Page 5 of 6 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.
AMERICAN BRANDS, INC.
By: Charles H. McGill
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Charles H. McGill
Senior Vice President -
Corporate Development
ACUSHNET COMPANY
By: Walter R. Uihlein
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Name: Walter R. Uihlein
Title: President and
Chief Executive Officer
Dated: February 5, 1996
(Page 6 of 6 Pages)
