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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant To Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
(Amendment No. 1)
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
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(Page 1 of 8 Pages)
<PAGE>
CUSIP No. 190907105 14D-1 AND 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
HCAC, INC. 06-1441617
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2. CHECK 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,049,590/*/
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8. CHECK IF AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 27% OF THE SHARES OUTSTANDING AS OF
DECEMBER 15, 1995/*/
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10. TYPE OF REPORTING PERSON
CO
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/*/ See note on page 4.
(Page 2 of 8 Pages)
<PAGE>
CUSIP No. 190907105 14D-1 AND 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN BRANDS, INC. 13-3295276
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2. CHECK 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
WC, OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,049,590/*/
- -----------------------------------------------------------------------
8. CHECK IF AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
- -----------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 27% OF THE SHARES OUTSTANDING AS OF
DECEMBER 15, 1995/*/
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10. TYPE OF REPORTING PERSON
CO
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/*/ See note on page 4.
(Page 3 of 8 Pages)
<PAGE>
EXPLANATORY NOTE
American Brands, Inc. (the "Parent") and certain stockholders (each, a "Selling
Stockholder") of Cobra Golf Incorporated (the "Company") entered into the Stock
Option and Tender Agreement, dated as of December 18, 1995, as supplemented by
the Stock Transfer Agreement dated December 29, 1995 among the Parent and
certain Selling Stockholders (the "Stock Option and Tender Agreement"), pursuant
to which, upon the terms and conditions set forth therein, the Selling
Stockholders have given to the Parent options to purchase any and all Shares (as
hereinafter defined) beneficially owned and thereafter acquired by them at a
price equal to $36 per Share subject to adjustment if the Offer Price (as
hereinafter defined) is increased and have further agreed, among other things,
to tender pursuant to the Offer (as hereinafter defined) and not withdraw all
the Shares owned by them, except that the Selling Stockholders will be required
to withdraw such Shares under certain circumstances and, if such Shares are
withdrawn, to retender such Shares if requested by the Parent. The number of
Shares subject to the Stock Option and Tender Agreement is 5,049,590 Shares (an
increase of 100,012 Shares from 4,949,578 Shares previously disclosed)
reflecting the exact beneficial ownership of the Selling Stockholders. Certain
of the Selling Stockholders have also granted the Parent, or any nominee of the
Parent, irrevocable proxies to vote such Shares, on certain matters at any
annual, special or adjourned meeting of stockholders of the Company or to
execute a written consent on their behalf in lieu of a meeting.
(Page 4 of 8 Pages)
<PAGE>
This Statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D (the "Schedule 14D-1")
filed with the Securities and Exchange Commission (the "Commission") on December
22, 1995 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 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 the Explanatory Note on page 4 of this
Statement is incorporated herein by reference. A copy of the Stock Transfer
Agreement dated December 29, 1995 among the Parent and certain Selling
Stockholders is attached as Exhibit (a)(11) hereto and is incorporated herein by
reference.
(Page 5 of 8 Pages)
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended by adding thereto the
following:
The information set forth in the Explanatory Note on page 4 of this
Statement is incorporated herein by reference. A copy of the Stock Transfer
Agreement dated December 29, 1995 among the Parent and certain Selling
Stockholders is attached as Exhibit (a)(11) hereto and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(a), (b) and (c) of the Schedule 14D-1 are hereby amended by
adding thereto the following:
The 15-calendar-day waiting period applicable to the Offer and the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), expired at 11:59 p.m. on January 4, 1996. Such
expiration was a condition to the Offer, and such condition has now been
satisfied.
On January 5, 1996, the Parent issued a press release announcing the
expiration of the waiting period under the HSR Act with respect to the Offer and
the Merger. A copy of the press release is attached as Exhibit (a)(12) hereto
and 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)(11) -- Stock Transfer Agreement dated
December 29, 1995 among the Parent
and certain Selling Stockholders.
(a)(12) -- Press release issued by the Parent on
January 5, 1996.
(Page 6 of 8 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
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Charles H. McGill
Senior Vice President -
Corporate Development
HCAC, INC.
By: Charles H. McGill
-----------------------
Charles H. McGill
Vice President
Dated: January 5, 1996.
(Page 7 of 8 Pages)
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
(a)(11) -- Stock Transfer Agreement dated
December 29, 1995 among the Parent
and certain Selling Stockholders.
(a)(12) -- Press release issued by the Parent
on January 5, 1996.
(Page 8 of 8 Pages)
Exhibit (a)(11)
December 29, 1995
STOCK TRANSFER AGREEMENT
WHEREAS, each of the Donald C. Sherman Living Trust dated August 5, 1980
(the "Sherman Living Trust"), of which Mr. Sherman is the sole Trustee, Thomas
L. Crow, as custodian of a Merrill Lynch collateral account (the "Merrill Lynch
Account"), the Crow 1990 Community Property Trust dated June 8, 1990 (the "Crow
Community Property Trust"), of which Thomas L. and Carol Ann Crow, husband and
wife, are the sole co-Trustees, the Arthur B. Schultz Living Trust dated June 8,
1994 (the "Schultz Living Trust"), of which Mr. Schultz is the sole Trustee, and
the Arthur B. Schultz Charitable Remainder Trust dated December 22, 1994 (the
"Schultz Charitable Remainder Trust"), of which Mr. Schultz is the sole Trustee
(collectively, the "Stockholders"), is a party to the Stock Option and Tender
Agreement (the "Agreement"), dated as of December 18, 1995, among the
Stockholders, certain other parties thereto and American Brands, Inc. (the
"Company");
WHEREAS, pursuant to Section 5.01 of the Agreement each of the Stockholders
has agreed not to transfer their shares of common stock par value $.001 per
share (the "Common Stock") of Cobra Golf Incorporated, without the Company's
prior written consent;
WHEREAS, each of the Stockholders wishes to transfer ownership of certain
shares of Common Stock and seeks the consent of the Company to such transfer and
the Company wishes to consent to such transfer;
WHEREAS, the Donald C. & Diane D. Sherman 5% Net Income with Make-up
Charitable Remainder Unitrust #1 dated December 22, 1994 (the "Sherman
Charitable Unitrust #1"), of which Donald C. and Diane D. Sherman, husband and
wife, are the sole co-Trustees, holds 111,889 shares
<PAGE>
of Common Stock transferred to it by the Starr Charitable Remainder Unitrust
dated August 3, 1994 (NIMCRUT #1), and wishes to become a party to the
Agreement;
WHEREAS, the Sherman Living Trust wishes to transfer 622,889 shares of
Common Stock into the Donald C. & Diane D. Sherman 10% Charitable Remainder
Unitrust #2 dated December 22, 1994 (the "Sherman Charitable Unitrust #2"), of
which Donald C. and Diane D. Sherman, husband and wife, are the sole
co-Trustees, and the Sherman Charitable Unitrust #2 wishes to become a party to
the Agreement;
WHEREAS, the Sherman Living Trust wishes to transfer 40,000 shares of
Common Stock into the Sherman Family Living Trust dated December 22, 1994 (the
"Family Living Trust"), of which Donald C. and Diane D. Sherman, husband and
wife, are the sole co-Trustees, and the Family Living Trust wishes to become a
party to the Agreement;
WHEREAS, the TLC/CGC Trust dated February 27, 1995 (the "TLC/CGC Trust"),
of which James E. Moeller and Southpac International Trust, Inc., are the sole
co-Trustees, holds 436,018 shares of Common Stock transferred to it by the Crow
Community Property Trust for the benefit of Thomas L. & Carol Ann Crow, and
wishes to become a party to the Agreement;
WHEREAS, Thomas L. Crow, as custodian of the Merrill Lynch Account, wishes
to transfer 22,667 shares of Common Stock into the Thomas L. Crow 6% Net Income
with Make-up Charitable Remainder Trust #3 dated July 6, 1995 (the "Crow
Charitable Remainder Trust"), of which Thomas L. and Carol Ann Crow, husband and
wife, are the sole co-Trustees, and the Crow Charitable Remainder Trust wishes
to become a party to the Agreement;
WHEREAS, Thomas L. Crow, as custodian of the Merrill Lynch Account, wishes
to transfer 4,000 shares of Common Stock into the Crow Community Property Trust;
<PAGE>
WHEREAS, the Crow Community Property Trust wishes to transfer 116,333
shares of Common Stock into the Crow Charitable Remainder Trust; and
WHEREAS, the Schultz Living Trust wishes to transfer 3,300 and 70,000
shares of Common Stock in 1995 and 1996, respectively, into the Schultz
Charitable Remainder Trust,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Sherman Living Trust may transfer 622,889 and 40,000 shares of
Common Stock held by it into the Sherman Charitable Unitrust #2 and the Family
Living Trust (collectively the "Sherman Transferees"), respectively;
2. Thomas L. Crow may transfer 4,000 shares of Common Stock from the
Merrill Lynch Account into the Crow Community Property Trust; Thomas L. Crow may
transfer 22,667 shares of Common Stock from the Merrill Lynch Account into the
Crow Charitable Remainder Trust and the Crow Community Property Trust may also
transfer 116,333 shares of Common Stock held by it into the Crow Charitable
Remainder Trust (the "Crow Transferee");
3. The Schultz Living Trust may transfer 3,300 and 70,000 shares of Common
Stock held by it in 1995 and 1996, respectively, into the Schultz Charitable
Remainder Trust (the "Schultz Transferee", and, together with the Sherman
Transferees and the Crow Transferee, the "Transferees");
4. The Transferees, the TLC/CGC Trust and the Sherman Charitable Unitrust
#1 agree that they will be bound by the terms of the Agreement as if they were
parties thereto on the date it was entered into and hereby, severally, but not
jointly, makes the same representations and warranties to the Company as those
made by the Selling Stockholders (as defined in the Agreement) in the Agreement,
except that any reference to Exhibit A in Section 3.04 of the Agreement shall be
deemed to be a reference to Annex A hereto and further agree that all
<PAGE>
shares of Common Stock held by them or received by them in the transfers
described in Items 1 through 3 above shall constitute Existing Shares (as
defined in the Agreement) for purposes of such Agreement; and
5. Notwithstanding the foregoing, (i) the Transferees, the TLC/CGC Trust
and the Sherman Charitable Unitrust #1 shall not be obligated to deliver to the
Company certificates representing such Existing Shares held by them until 5:00
p.m. New York time on December 29, 1995, provided however, that certificates
representing 73,300 and 119,021 shares of Common Stock may be delivered by the
Schultz Charitable Remainder Trust and the Schultz Living Trust, respectively,
up to 5:00 p.m. New York time on January 3, 1996, and (ii) neither James E.
Moeller nor Southpac International Trust, Inc., as the sole co-Trustees of the
TLC/CGC Trust, shall be deemed to have given a proxy pursuant to section 5.02 of
the Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
American Brands, Inc.
By: /s/ Joseph J. Griffin
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Name: Joseph J. Griffin
Title: Vice President and
Controller
DONALD C. SHERMAN LIVING TRUST DATED
AUGUST 5, 1980
By: /s/ Donald C. Sherman
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Name: Donald C. Sherman
Title: Trustee
DONALD C. AND DIANE D. SHERMAN 5% NET
INCOME WITH MAKE-UP CHARITABLE REMAINDER
UNITRUST #1 DATED DECEMBER 22, 1994
By: /s/ Donald C. Sherman
-------------------------
Name: Donald C. Sherman
Title: Trustee
By: /s/ Diane D. Sherman
-------------------------
Name: Diane D. Sherman
Title: Trustee
<PAGE>
DONALD C. AND DIANE D. SHERMAN 10%
CHARITABLE REMAINDER UNITRUST #2 DATED
DECEMBER 22, 1994
By: /s/ Donald C. Sherman
-------------------------
Name: Donald C. Sherman
Title: Trustee
By: /s/ Diane D. Sherman
-------------------------
Name: Diane D. Sherman
Title: Trustee
SHERMAN FAMILY LIVING TRUST DATED
DECEMBER 22, 1994
By: /s/ Donald C. Sherman
-------------------------
Name: Donald C. Sherman
Title: Trustee
By: /s/ Diane D. Sherman
-------------------------
Name: Diane D. Sherman
Title: Trustee
<PAGE>
MERRILL LYNCH ACCOUNT #240-27K85
By: /s/ Thomas L. Crow
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Thomas L. Crow, its custodian
TLC/CGC TRUST DATED FEBRUARY 27, 1995
By: /s/ James E. Moeller
-------------------------
Name: James E. Moeller
Title: Trustee
By: /s/ James E. Moeller
-------------------------
Name: Southpac International Trust
Title: Trustee
THOMAS L. CROW 6% NET INCOME WITH MAKE-UP
CHARITABLE REMAINDER TRUST #3 DATED
JULY 6, 1995
By: /s/ Thomas L. Crow
-------------------------
Name: Thomas L. Crow
Title: Trustee
By: /s/ Carol Ann Crow
-------------------------
Name: Carol Ann Crow
Title: Trustee
CROW 1990 COMMUNITY PROPERTY TRUST
DATED JUNE 8, 1990
By: /s/ Thomas L. Crow
-------------------------
Name: Thomas L. Crow
Title: Trustee
By: /s/ Carol Ann Crow
-------------------------
Name: Carol Ann Crow
Title: Trustee
<PAGE>
THE ARTHUR B. SCHULTZ LIVING TRUST
DATED JUNE 8, 1994
By: /s/ Arthur B. Schultz
-------------------------
Name: Arthur B. Schultz
Title: Trustee
THE ARTHUR B. SCHULTZ CHARITABLE REMAINDER
TRUST DATED DECEMBER 22, 1994
By: /s/ Arthur B. Schultz
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Name: Arthur B. Schultz
Title: Trustee
<PAGE>
Annex A
After giving effect to the transactions contemplated by this Stock Transfer
Agreement, the following parties beneficially own the following number of shares
of Common Stock.
Number of
Stockholder Shares
- ----------- ---------
Sherman
Starr Charitable Remainder Unitrust Dated 0
August 3, 1994 (NIMCRUT #1)***
Donald C. & Diane D. Sherman 5% Net Income 111,889
With Make-up Charitable Remainder Unitrust #1
Dated December 22, 1994
Donald C. Sherman Living Trust Dated 0
August, 5 1980
Donald C. & Diane D. Sherman 10% Charitable 622,889
Remainder Unitrust #2 Dated December 22, 1994
Sherman Family Living Trust Dated December 22, 1994 40,000
Crow
Merrill Lynch (collateral account #240-27K85) 0
TLC/CGC Trust Dated February 27, 1995 436,018
Thomas L. Crow 6% Net Income With Make-up 139,000
Charitable Remainder Trust #3 Dated July 6, 1995
Crow 1990 Community Property Trust Dated 54,000
June 8, 1990
Thomas L. Crow 9% Net Income with Make-up 279,721
Charitable Remainder Trust #1 Dated
December 17, 1994***
Thomas L. Crow 20% Net Income with Make-up 55,945
Charitable Remainder Trust #2 Dated
December 17, 1994***
Thomas L. Crow G.P. FBO Crow Family Limited 250,000
Partnership Account #1***
Schultz
Arthur B. Schultz Living Trust Dated June 8, 1994 336,342*
Arthur B. Schultz Charitable Remainder Trust 98,300**
Dated December 22, 1994
Arthur B. Schultz Charitable Foundation 50,000
Dated December 5, 1985***
<PAGE>
* Excludes 3,300 shares which will be transferred in 1995 and 70,000
shares which will be transferred before January 3, 1996 in each case
into the Arthur B. Schultz Charitable Remainder Trust Dated December
22, 1994 from Certificate No. SD1309 (in the amount of 192,321 shares
of Common Stock), and includes a new certificate will be issued before
January 3, 1996 for the balance to the Arthur B. Schultz Living Trust
Dated June 8, 1994.
** Includes 3,300 shares of Common Stock to be transferred in 1995 and
70,000 shares of Common Stock to be transferred before January 3, 1996
from the Arthur B. Schultz Living Trust Dated June 8, 1994.
*** Party to the Stock Option and Tender Agreement but not a party to this
Stock Transfer Agreement.
EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE
Media Relations:
Roger W. W. Baker
(203) 698-5148
Investor Relations:
Daniel A. Conforti
(203) 698-5132
ANTITRUST WAITING PERIOD EXPIRES FOR
AMERICAN BRANDS ACQUISITION OF COBRA GOLF
Old Greenwich, CT, January 5, 1996 - American Brands, Inc. (NYSE AMB)
today confirmed that the Hart-Scott-Rodino Act waiting period with respect to
its cash tender offer for Cobra Golf Incorporated expired at midnight yesterday.
American Brands announced on December 18, 1995 that it had signed a
definitive agreement to acquire Cobra Golf Incorporated (Nasdaq - CBRA) for $36
per share, or approximately $700 million.
A cash tender offer for all of Cobra's outstanding shares was commenced by
an acquisition subsidiary of Ameican Brands on December 22, 1995, and will
expire at midnight on January 23, 1996 unless extended, the Company said.
American Brands is a global consumer products company with leading
positions in international tobacco, distilled spirits, hardware and home
improvement products, and office products as well as golf products.
# # #
