-------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 14D-1
(Amendment No. 2)
Tender Offer Statement Pursuant To Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
COBRA GOLF INCORPORATED
(Name of Subject Company)
HCAC, INC.
AMERICAN BRANDS, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
190907105
(CUSIP Number of Class of Securities)
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 on Behalf of Bidder)
Copies to:
Edward P. Smith, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
-------------------------------------------------------
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. 190907105 14D-1 AND 13D Page 2 of 7 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
HCAC, INC. 06-1441617
- -------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
DIRECTLY: 18,313,150 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE
(INCLUDING APPROXIMATELY 1,371,212 SHARES SUBJECT TO GUARANTEE OF
DELIVERY)
- -------------------------------------------------------------------------------
8. CHECK IF AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 98.2% OF THE OUTSTANDING COMMON STOCK
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
(Page 2 of 7 Pages)
<PAGE>
CUSIP No. 190907105 14D-1 AND 13D Page 3 of 7 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN BRANDS, INC. 13-3295276
- -------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, OO
- -------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
INDIRECTLY THROUGH HCAC, INC.: 18,313,150 SHARES OF COMMON STOCK,
PAR VALUE $.001 PER SHARE (INCLUDING APPROXIMATELY 1,371,212 SHARES
SUBJECT TO GUARANTEE OF DELIVERY)
- -------------------------------------------------------------------------------
8. CHECK IF AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 98.2% OF THE OUTSTANDING COMMON STOCK
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
(Page 3 of 7 Pages)
<PAGE>
This Statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on December 22, 1995, as
previously amended and supplemented (the "Schedule 14D-1"), by American Brands,
Inc., a Delaware corporation (the "Parent"), and HCAC, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Parent (the "Purchaser"), 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 (the "Offer Price"), 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 (the "Offer to Purchase") and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), which were annexed to
and filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Offer to Purchase and the Schedule 14D-1.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(a),(c), (e), (f) and (g) of the Schedule 14D-1 are hereby
amended by adding thereto the following:
The Offer by the Purchaser for all outstanding Shares expired at 12:00
Midnight, New York City time, on Tuesday, January 23, 1996. Based on information
provided by the Depositary, a total of 18,313,150 Shares (including
approximately 1,371,212 Shares subject to guarantee of delivery) were validly
tendered and not properly withdrawn pursuant to the Offer and were accepted for
payment by the Purchaser. Upon purchase of all such tendered Shares, the
Purchaser will own approximately 98.2% of the outstanding Shares.
Promptly following its purchase of such Shares, the Purchaser, as owner
of more than 90% of the outstanding Shares, will execute and file with the
Secretary of State of the State of Delaware a Certificate of Ownership and
Merger pursuant to Section 253 of the Delaware General Corporation Law (the
(Page 4 of 7 Pages)
<PAGE>
"DGCL"). As a result of the Merger, each outstanding Share (other than Shares
held in the Company's treasury or by any subsidiary of the Company, Shares held
by the Parent, the Purchaser or any other subsidiary of the Parent, and Shares
held by stockholders who have perfected their appraisal rights under the DGCL)
will be converted into the right to receive $36.00 per share in cash, without
interest. Upon the Merger becoming effective, the separate corporate existence
of the Purchaser will cease and the Company, as the corporation surviving the
Merger, will be a direct, wholly-owned subsidiary of the Parent.
The consummation of the Offer was publicly announced in a press release
issued by the Parent on January 24, 1996, a copy of which is attached as Exhibit
(a)(13) hereto and incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a)-(b) of the Schedule 14D-1 are hereby amended by adding
thereto the following:
The information set forth in Item 5 of this Statement is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended by adding thereto the
following:
(a)(13) -- Press release issued by the Parent on January 24, 1996.
(Page 5 of 7 Pages)
<PAGE>
SIGNATURE
After due 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
-------------------------
Charles H. McGill
Senior Vice President -
Corporate Development
HCAC, INC.
By: Charles H. McGill
-------------------------
Charles H. McGill
Vice President
Dated: January 24, 1996.
(Page 6 of 7 Pages)
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
(a)(13) -- Press release issued by the Parent on January 24, 1996.
(Page 7 of 7 Pages)
FOR IMMEDIATE RELEASE
Media Relations: Investor Relations:
Roger W. W. Baker Daniel A. Conforti
(203) 698-5148 (203) 698-5132
AMERICAN BRANDS COMPLETES OFFER FOR
COBRA GOLF INCORPORATED
Old Greenwich, CT, January 24, 1996 -- American Brands, Inc.
(NYSE-AMB) today announced that its subsidiary, HCAC, Inc.,
has successfully completed its tender offer for all
outstanding common shares of Cobra Golf Incorporated (Nasdaq-
CBRA) at $36.00 per share net in cash.
Preliminary figures indicate 18,313,150 shares
(including 1,371,212 shares tendered pursuant to notices of
guaranteed delivery), representing 98.2% of the outstanding
common shares, were tendered and accepted for payment
subject to the conditions set forth in the offer.
The offer and withdrawal rights expired at midnight,
New York City time, January 23, 1996.
The shares of Cobra Golf Incorporated not tendered will
be converted into the right to receive $36.00 per share net
in cash following a merger of HCAC, Inc. into Cobra to be
effected in the near future.
American Brands is an international consumer products
holding company. In golf, leading brands include Titleist,
Pinnacle and Foot-Joy.
# # # #
