SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
TEARDROP GOLF COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
0008781901
(CUSIP Number)
Steven C. Barre, Esq.
Associate General Counsel
U.S. Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830
TEL: (732) 767-2234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 31, 1998
(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 <square>.
-1-
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 2 of 12 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. INDUSTRIES, INC.
22-3369326
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
1,508,333
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,508,333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 3 of 12 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
USI AMERICAN HOLDINGS, INC.
22-3363062
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
1,508,333
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,508,333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 4 of 12 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACUZZI INC.
51-035288
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
1,508,333
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,508,333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 5 of 12 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JUSI HOLDINGS, INC.
22-3364074
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
1,508,333
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,508,333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 6 of 12 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TA LIQUIDATION CORP., f/k/a TOMMY ARMOUR GOLF COMPANY
51-0305225
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
1,508,333
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,508,333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the common stock,
par value $0.01 per share (the "COMMON STOCK") of TearDrop Golf Company, a
Delaware corporation (the "ISSUER"). The Issuer's principal executive offices
are located at 1080 Lousons Road, Union, New Jersey 07083. This Amendment No.
1 is intended to amend the Schedule 13D filed by the Filers (as defined in Item
2 below) on or about November 17, 1997. Any capitalized term not defined in
this Amendment No. 1 shall have the meaning assigned to it under the Schedule
13D of the Filers as filed on or about November 17, 1997.
Item 2. IDENTITY AND BACKGROUND.
This Amendment No. 1 to Schedule 13D is filed by a group consisting
of U.S. Industries, Inc., a Delaware corporation ("USI"), its wholly-owned
subsidiary USI American Holdings, Inc., a Delaware corporation ("HOLDINGS"),
Holdings's wholly-owned subsidiary Jacuzzi Inc., a Delaware corporation
("JACUZZI"), Jacuzzi's wholly-owned subsidiary JUSI Holdings, Inc., a Delaware
corporation ("JUSI") and JUSI's wholly-owned subsidiary TA Liquidation Corp.
("TAL," formerly known as Tommy Armour Golf Company), a Delaware corporation.
The group shall collectively be known as the "FILERS", and
individually as a "FILER." USI, Holdings and JUSI have their executive offices
at 101 Wood Avenue South, Iselin, New Jersey, 08830. Jacuzzi has its executive
offices at 2121 N. California Blvd., Walnut Creek, California 94596-1136. TAL
has its executive offices 8350 N. Lehigh Avenue, Morton Grove, Illinois, 60053.
7
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Filers' Schedule 13D, as filed on or about November
17, 1997, is hereby amended to add the following:
On March 31, 1998, the Issuer and the Filers entered into a
Settlement Agreement (the "SETTLEMENT AGREEMENT") amending, among other things,
the purchase price as set forth in Section 2.1 of the Asset Purchase Agreement,
as follows:
<circle>the cash consideration was increased from $10,000,000 to
$11,600,000,
<circle>the amount of shares of Common Stock issued was decreased
from 1,000,000 shares to 175,000 shares, and
<circle>the number of shares of Preferred Stock issued remained
unchanged at 100,000 shares.
These amended terms are in substitution for the provisions of Sections 2.2 and
2.3 of the Asset Purchase Agreement that relate to the adjustment and payment
of the purchase price. A copy of the Settlement Agreement is attached hereto
as Exhibit 1.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Filers' Schedule 13D, as filed on or about November
17, 1997, is hereby amended to add the following:
Under the terms of the Settlement Agreement, Section 6.18(a) of the
Asset Purchase Agreement has been amended to provide the Filers the right
(shared with Canada and Scotland) to appoint one Board member for so long as
the Filers, Canada and Scotland collectively own shares of Preferred Stock
having an aggregate redemption value of $5,000,000 or more. The Filers' right
to appoint an observer to attend meetings of the Board at such time as their
8
ownership of Common Stock exceeds 400,000 shares remains unchanged.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Filers' Schedule 13D, as filed on or about November
17, 1997, is hereby amended to add the following:
(a) After giving effect to the transactions under the Settlement
Agreement as described above, the Filers beneficially own 1,508,333 shares of
Common Stock. TAL holds all 175,000 shares of Common Stock and the 100,000
shares of Preferred Stock (which are immediately convertible into 1,333,333
shares of Common Stock). By reason of their relationship with TAL, USI,
Holdings, Jacuzzi and JUSI may be deemed to have shared power to vote or to
direct the vote and shared power to dispose or direct the disposition of, and,
accordingly, may be deemed to beneficially own solely for purposes of the
Schedule 13D and this Amendment No. 1 to Schedule 13D, the same 1,508,333
shares of Common Stock. Upon exercise of the conversion rights, such shares
would represent 37.8% of the total number of issued and outstanding shares of
Common Stock.
(b) No amendment.
(c) The 175,000 shares of Common Stock were included in a
certificate issued to TAL for 1,000,000 shares on or about November 10, 1998.
On or about March 31, 1998, that certificate was surrendered, and a new
certificate representing the 175,000 shares is being issued to TAL.
(d) No amendment.
(e) Not applicable.
9
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to SECURITIES OF THE ISSUER.
No amendment.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
The following is filed herewith as an Exhibit to this Amendment 1 to
Schedule 13D:
1. Settlement Agreement, dated March 31, 1998, by and among TAL,
USI Canada Inc., Tommy Armour Golf (Scotland) Ltd., USI American Holdings,
Inc., TearDrop Golf Company and TearDrop Acquisition Corp.
2. List of Directors and Officers of the Filers.
3. Asset Purchase Agreement, dated October 31, 1997, by and among
TAL, USI Canada Inc., Tommy Armour Golf (Scotland) Ltd., USI American Holdings,
Inc., TearDrop Golf Company and TearDrop Acquisition Corp. Incorporated by
reference to the Filers' Schedule 13D, as filed with the Securities and
Exchange Commission on or about November 17, 1997.
4. Certificate of Designations. Incorporated by reference to the
Filers' Schedule 13D, as filed with the Securities and Exchange Commission on
or about November 17, 1997.
5. Registration Agreement dated November 10, 1997 by and between
the Issuer and TAL. Incorporated by reference to the Filers' Schedule 13D, as
filed with the Securities and Exchange Commission on or about November 17,
1997.
10
6. Joint Filing Agreement pursuant to Rule 13d-1(f). Incorporated
by reference to the Filers' Schedule 13D, as filed with the Securities and
Exchange Commission on or about November 17, 1997.
11
<PAGE>
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.
Dated:
U.S. INDUSTRIES, INC.
/S/ GEORGE H. MACLEAN
BY: George H. MacLean,
Senior Vice President
USI AMERICAN HOLDINGS, INC.
/S/ GEORGE H. MACLEAN
BY: George H. MacLean,
Senior Vice President
JACUZZI INC.
/S/ GEORGE H. MACLEAN
BY: George H. MacLean,
Vice President
JUSI HOLDINGS, INC.
/S/ GEORGE H. MACLEAN
BY: George H. MacLean,
Senior Vice President
TA LIQUIDATION CORP.
/S/ GEORGE H. MACLEAN
BY: George H. MacLean,
Vice President
12
<PAGE>
EXHIBIT 1
SETTLEMENT AGREEMENT
This Agreement is being entered into on March 31, 1998 by and among TA
Liquidation Corp., a Delaware corporation formerly known as Tommy Armour
Golf Company, Tommy Armour Golf (Scotland) Ltd., a company incorporated
with limited liability under the laws of Scotland, and USI Canada Inc., an
Ontario corporation ("Sellers"); USI American Holdings, Inc., a Delaware
corporation ("Shareholder"); and Tommy Armour Golf Company, a Delaware
corporation formerly known as TearDrop Acquisition Corp. and TearDrop Golf
Company, a Delaware corporation ("Parent").
The parties recited above are the parties to an Asset Purchase
Agreement dated October 31, 1997 (the "Purchase Agreement"). All
capitalized terms not defined herein shall have the meanings assigned to
them in the Purchase Agreement.
The Closing was consummated on November 10, 1997. Sellers and Buyer
have had disagreements regarding the Final Net Worth and related adjustment
of the Purchase Price pursuant to Section 2.2 of the Purchase Agreement,
and the parties to the Purchase Agreement now desire to resolve said
disagreements, to determine the final Purchase Price adjustment and to
provide for certain other matters as set forth herein.
Therefore, the parties, intending to be legally bound, and in
consideration of the mutual agreements set forth herein, hereby agree as
follows:
1. AMENDMENT OF PURCHASE PRICE. The parties hereby agree that, in
lieu of the provisions of Section 2.2 of the Purchase Agreement
(Adjustment of Purchase Price) and the related provisions of
Section 2.3 of the Purchase Agreement (Payment of Purchase
Price), the Purchase Price as set forth in Section 2.1 of the
Purchase Agreement is hereby amended as follows:
a. The Cash Purchase Price shall be increased from Ten
Million Dollars ($10,000,000) to Eleven Million, Six Hundred
Thousand Dollars ($11,600,000).
b. The amount of Common Stock shall be decreased from One
Million (1,000,000) shares to One Hundred, Seventy-Five
Thousand (175,000) shares.
c. The amount of Preferred Stock shall remain unchanged.
2. FINAL PURCHASE PRICE DETERMINATION. The parties agree that the
determination of the Purchase Price set forth in Section 1 of
this Agreement shall be final and binding on the parties, with
the same effect as if an Acceptance Notice had been delivered
pursuant to Section 2.2(d) and payment had been made in
accordance with Sections 2.2 and 2.3 of the Purchase Agreement.
The procedures set forth in Section 2.2 of the Purchase Agreement
shall be of no further force or effect. Buyer and Parent hereby
absolutely, unconditionally and irrevocably release Sellers,
Shareholder and the affiliates thereof from and against any and
all liabilities or claims of any kind in connection with or
related to the Final Balance Sheet, whether asserted or
unasserted prior hereto, whether known or unknown, or whether
arising prior to or subsequent to this Settlement Agreement. For
the avoidance of doubt, the release set forth herein shall be
understood to include (without limitation) the obligations of
Sellers under the purported agreements with Dr. Gary Wiren and
Mr. Lee Elder and any other agreements of the Business for which
an accrual could or should have been made on the Final Balance
Sheet, which obligations shall be borne by Buyer. The preceding
sentence shall not however, prejudice the rights of Buyer under
any provisions of the Purchase Agreement other than Sections 1.5,
2.2 and 2.3 thereof.
3. COMMON STOCK. The decrease in the amount of Common Stock
pursuant to Section 1 shall be accomplished as set forth in this
Section. Upon receipt of the payment specified in Section 4
below, Seller shall transmit its share certificate number TG0053,
evidencing ownership of 1 million shares of the Parent's common
stock, together with an appropriate instrument of assignment to
the Parent in respect of the 825,000 shares surrendered hereby,
to Continental Stock Transfer & Trust Co., 2 Broadway, New York,
New York 10004, as transfer agent. Parent shall cause said
transfer agent to issue a replacement certificate in respect of
the balance of 175,000 shares of common stock forthwith and
deliver said certificate to Seller c/o Steven C. Barre, Associate
General Counsel, U.S. Industries, Inc., 101 Wood Avenue South,
Iselin, New Jersey 08830. Seller acknowledges that the
certificate issued to it will bear the same restrictive legend as
is set forth on certificate number TG0053.
4. PAYMENT. Payment of the One Million, Six Hundred Thousand
Dollars ($1,600,000) due to Buyer pursuant to Section 1 of this
Agreement shall be made to Sellers on the date hereof by wire
transfer of immediately available funds as follows:
Chase Manhattan Bank
New York, New York
ABA #021000021
USI American Holdings, Inc.
A/C #323-073670
-2-
5. BOARD SEAT. Clause (a) of Section 6.18 of the Purchase Agreement
is hereby amended to read as follows:
shares of Preferred Stock having a redemption value of the
aggregate amount of $5 million or more, Parent will cause a
nominee of Sellers ("Nominee") to be elected to the Parent's
Board, and
6. CERTIFICATE OF DESIGNATION - MANDATORY REDEMPTION. This
paragraph shall apply in the event that, pursuant to the last
sentence of Article VI(B) of the Certificate of Designation with
respect to the Preferred Stock, 60% of certain net cash proceeds
are to be applied to the redemption of Preferred Stock. In each
such event, Parent shall purchase from Sellers, and Sellers shall
sell to Parent, additional shares of Preferred Stock having an
aggregate Redemption Price (as defined in the Certificate of
Designation) equal to 10% of the applicable net cash proceeds
(but in no event more than the remaining shares of Preferred
Stock then owned by Sellers), so as to have as nearly as possible
the same economic effect as if the two references to "60%" in
Article VI(B) were replaced with references to "70%."
7. REGISTRATION STATEMENT. The registration statement contemplated
by the Registration Agreement shall be filed with the Securities
and Exchange Commission on or before April 20, 1998.
8. PUBLICITY. The parties shall consult, as contemplated by Section
6.8 of the Purchase Agreement, before issuing any press release
or making other disclosure of the terms of this Agreement.
9. REPRESENTATIONS AND WARRANTIES. Each of Sellers, USI, Buyer and
Parent represents and warrants to the other that:
a. The execution and delivery of this Agreement and the
other documents to be delivered by such party pursuant
hereto, and the consummation of the transactions
contemplated hereby and thereby, are within the corporate
power of such party and have been duly authorized by all
necessary corporate proceedings on the part of such party.
-3-
b. Such party is a corporation duly organized and in good
standing under the laws of the jurisdiction of its
incorporation identified in the first paragraph hereof.
c. This Agreement and the other documents to be executed by
such party pursuant hereto have been duly executed and
delivered by such party and constitute its valid and binding
obligations and acts, enforceable against such party in
accordance with such terms.
d. The execution and delivery of this Agreement and the
other documents to be executed by such party pursuant
hereto, and the consummation of the transactions
contemplated hereby and thereby, do not (and will not, with
the giving of notice or the passage of time or both)
contravene any of the terms of, constitute an event of
default under, or permit the exercise or imposition of any
lien pursuant to, such parties constitutive documents or any
agreement, security document, license, franchise or other
right or undertaking to which such party is a party or by
which it is bound.
10. MISCELLANEOUS.
a. This Settlement Agreement shall be binding upon and inure
to the benefit of each party hereto and its successors and
assigns. This Settlement Agreement is intended to be a
complete statement of all the terms of the arrangement
between the parties with respect to the matters provided for
herein, supersedes any discussions and other communications
between the parties with respect to those matters and cannot
be changed or terminated orally. Except as amended or
modified by this Settlement Agreement, the terms of the
Purchase Agreement shall remain in full force and effect.
b. The Section headings contained herein are for purposes of
convenience only and are not intended to define or limit the
contents of said paragraphs.
-4-
c. This Agreement may be executed in counterparts, each of
which shall be an original, but which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
TA LIQUIDATION CORP.
______________________________________
Name:
Title:
TOMMY ARMOUR GOLF (SCOTLAND) LTD.
______________________________________
Name:
Title:
USI CANADA INC.
______________________________________
Name:
Title:
USI AMERICAN HOLDINGS, INC.
______________________________________
Name:
Title:
-5-
TOMMY ARMOUR GOLF COMPANY
______________________________________
Name:
Title:
TEARDROP GOLF COMPANY
______________________________________
Name:
Title:
-6-
<PAGE>
EXHIBIT 2
U.S. INDUSTRIES, INC.
ALL PERSONS LISTED BELOW ARE CITIZENS OF THE UNITED STATES, WITH THE
EXCEPTION OF MR. BRIAN R. BEAZER AND SIR HARRY SOLOMON, WHO ARE CITIZENS OF
THE UNITED KINGDOM.
<TABLE>
<CAPTION>
Name Principal Occupation or Residence or Business Address of
Employment Organization
<S> <C> <C>
Officer-Directors
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South Iselin,
Executive Officer, U.S. New Jersey 08830
Industries, Inc.
John G. Raos President, Chief Operating 101 Wood Avenue South Iselin,
Officer, U.S. Industries, Inc. New Jersey 08830
Frank R. Reilly Senior Vice President, Chief 101 Wood Avenue South Iselin,
Financial Officer, Director, New Jersey 08830
U.S. Industries, Inc.
Non-Officer Directors
Brian C. Beazer Chairman of Beazer Homes USA, 330 East 38th Street, #34D
Inc. New York, NY 10016
John J. McAtee, Jr. President of McAtee & Company, McAtee & Company, LLC
LLC. 411 West Putnam Ave., Suite 305
Greenwich, CT 06830
The Hon. Charles H. Price II Retired Chairman, President, One West Armour Blvd., #300
Chief Executive Officer of Kansas City, MO 64111
Ameribanc, Inc.
Sir Harry Solomon Founder, Director and retired 3 Coach House Yard
Chairman of Hillsdown Holdings Hampstead High Street
plc London, England NW31-QD
Royall Victor, III Retired Managing Director of 208 Via Tortuga
Chase Securities, Inc.'s Palm Beach, FL 33480
Investment Banking Group
Mark Vorder Bruegge Vice Chairman of United American 4731 Mint Drive
Bank of Memphis, Tennessee Memphis, TN 38117
Officers
George H. MacLean Senior Vice President, General 101 Wood Avenue South Iselin,
Counsel, Secretary, U.S. New Jersey 08830
Industries, Inc.
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South Iselin,
Industries, Inc. New Jersey 08830
John S. Oldford Group Vice President, U.S. 101 Wood Avenue South Iselin,
Industries, Inc. New Jersey 08830
Robert M. Brier Group Vice President, U.S. 101 Wood Avenue South Iselin,
Industries, Inc. New Jersey 08830
Richard A. Buccarelli Vice President--Corporate 101 Wood Avenue South Iselin,
Development, U.S. Industries, New Jersey 08830
Inc.
Diana E. Burton Vice President--Investor 101 Wood Avenue South Iselin,
Relations, U.S. Industries, Inc. New Jersey 08830
Dorothy E. Sander Vice President--Administration, 101 Wood Avenue South Iselin,
U.S. Industries, Inc. New Jersey 08830
James O'Leary Vice President, Corporate 101 Wood Avenue South Iselin,
Controller, U.S. Industries, New Jersey 08830
Inc.
Peter F. Reilly Treasurer, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
</TABLE>
-2-
<PAGE>
USI AMERICAN HOLDINGS, INC.
ALL PERSONS LISTED BELOW ARE CITIZENS OF THE UNITED STATES.
EACH OF THE FOLLOWING PERSONS HAS, AS HIS OR HER PRINCIPAL OCCUPATION, THE
TITLE(S) AND POSITION(S) WITH U.S. INDUSTRIES, INC. INDICATED ON PAGE 1.
<TABLE>
<CAPTION>
Residence or Business ADDRESS OF
NAME TITLE ORGANIZATION
<S> <C> <C>
OFFICER-DIRECTORS
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South Iselin,
Executive Officer New Jersey 08830
John G. Raos President, Chief Operating 101 Wood Avenue South Iselin,
Officer, Director New Jersey 08830
George H. MacLean Senior Vice President, General 101 Wood Avenue South Iselin,
Counsel, Secretary, Director New Jersey 08830
OFFICERS
Frank R. Reilly Senior Vice President, Chief 101 Wood Avenue South Iselin,
Financial Officer New Jersey 08830
John F. Bendik Executive Vice President 101 Wood Avenue South Iselin,
New Jersey 08830
John S. Oldford Group Vice President 101 Wood Avenue South Iselin,
New Jersey 08830
Robert M. Brier Group Vice President 101 Wood Avenue South Iselin,
New Jersey 08830
Richard A. Buccarelli Vice President--Corporate 101 Wood Avenue South Iselin,
Development New Jersey 08830
Diana E. Burton Vice President--Investor 101 Wood Avenue South Iselin,
Relations New Jersey 08830
Dorothy E. Sander Vice President Administration 101 Wood Avenue South Iselin,
New Jersey 08830
James O'Leary Vice President, Corporate 101 Wood Avenue South
Controller Iselin, New Jersey 08830
Peter F. Reilly Treasurer 101 Wood Avenue South Iselin,
New Jersey 08830
</TABLE>
-3-
<PAGE>
JACUZZI INC.
ALL PERSONS LISTED BELOW ARE CITIZENS OF THE UNITED STATES.
<TABLE>
<CAPTION>
Principal Occupation or
EMPLOYMENT Residence or Business Address
NAME TITLE OF ORGANIZATION
<S> <C> <C> <C>
OFFICER-DIRECTORS
Roy A. Jacuzzi Chairman of the Board, Same 2121 N. California Blvd.
President, Chief PO Drawer 9
Executive Officer, Walnut Creek, CA 94596-1136
Jacuzzi Inc.
George H. MacLean Vice President, Senior Vice President, 101 Wood Avenue South
Assistant Secretary, General Counsel, Iselin, New Jersey 08830
Jacuzzi Inc. Secretary, U.S.
Industries, Inc.
John S. Oldford Vice President, Group Vice President, 101 Wood Avenue South
Director; Jacuzzi Inc. U.S. Industries, Inc. Iselin, New Jersey 08830
OFFICERS
Gary A. Duncan Vice President-- Same 2121 N. California Blvd.
Operations, Secretary, PO Drawer 9
Jacuzzi Inc. Walnut Creek, CA 94596-1136
Paul A. Hermann Vice President--Finance, Same 2121 N. California Blvd.
Treasurer, Jacuzzi Inc. PO Drawer 9
Walnut Creek, CA 94596-1136
</TABLE>
-4-
<PAGE>
JUSI HOLDINGS, INC.
ALL PERSONS LISTED BELOW ARE CITIZENS OF THE UNITED STATES.
EACH OF THE FOLLOWING PERSONS HAS, AS HIS OR HER PRINCIPAL OCCUPATION, THE
TITLE(S) AND POSITION(S) WITH U.S. INDUSTRIES, INC. INDICATED ON PAGE 1.
<TABLE>
<CAPTION>
Residence or Business ADDRESS
NAME TITLE OF ORGANIZATION
<S> <C> <C>
OFFICER-DIRECTOR
George H. MacLean Senior Vice President, General 101 Wood Avenue South Iselin,
Counsel, Secretary, Director, New Jersey 08830
JUSI Holdings, Inc.
OFFICERS
John G. Raos President, JUSI Holdings, Inc. 101 Wood Avenue South Iselin,
New Jersey 08830
Frank R. Reilly Senior Vice President, Chief 101 Wood Avenue South Iselin,
Financial Officer, JUSI New Jersey 08830
Holdings, Inc.
Robert M. Brier Group Vice President, JUSI 101 Wood Avenue South Iselin,
Holdings, Inc. New Jersey 08830
James O'Leary Vice President, Corporate 101 Wood Avenue South
Controller, JUSI Holdings, Inc. Iselin, New Jersey 08830
Peter F. Reilly Treasurer 101 Wood Avenue South Iselin,
New Jersey 08830
</TABLE>
-5-
<PAGE>
TA LIQUIDATION CORP.,
formerly known as
TOMMY ARMOUR GOLF COMPANY
ALL PERSONS LISTED BELOW ARE CITIZENS OF THE UNITED STATES.
<TABLE>
<CAPTION>
Residence or Business
Principal Occupation OR Address of ORGANIZATION
NAME TITLE EMPLOYMENT
<S> <C> <C> <C>
OFFICER-DIRECTORS
George H. MacLean Vice President, Assistant Senior Vice President, 101 Wood Avenue So. Iselin,
Secretary, Director, TA General Counsel, NJ 08830
Liquidation Corp. Secretary, U.S.
Industries, Inc.
OFFICERS
John G. Roas President Same 101 Wood Avenue So. Iselin,
NJ 08830
George H. MacLean Vice President and Same 101 Wood Avenue So. Iselin,
Secretary NJ 08830
Frank R. Reilly Vice President and Chief Same 101 Wood Avenue So. Iselin,
Financial Officer NJ 08830
James O'Leary Corporate Controller Same 101 Wood Avenue So. Iselin,
NJ 08830
Peter F. Reilly Treasurer Same 101 Wood Avenue So. Iselin,
NJ 08830
Robert J. Vander Meulen Assistant Treasurer Same 101 Wood Avenue So. Iselin,
NJ 08830
Steven C. Barre Assistant Secretary Same 101 Wood Avenue So. Iselin,
NJ 08830
John B. Edwards Assistant Secretary Same 101 Wood Avenue So. Iselin,
NJ 08830
</TABLE>
-6-
