SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
JUNE 24 , 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>.
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 2 of 11 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. INDUSTRIES, INC.
22-3568449
(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>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,108,333
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,108,333
<TABLE>
<CAPTION>
<S> <C> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 3 of 11 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
USI ATLANTIC CORP.
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>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,108,333
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,108,333
<TABLE>
<CAPTION>
<S> <C> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 4 of 11 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>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,108,333
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,108,333
<TABLE>
<CAPTION>
<S> <C> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 5 of 11 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>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,108,333
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,108,333
<TABLE>
<CAPTION>
<S> <C> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 0008781901 13D PAGE 6 of 11 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>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 1,108,333
PERSON
WITH (9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
1,108,333
<TABLE>
<CAPTION>
<S> <C> <C>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,333
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
(14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
Item 1.SECURITY AND ISSUER.
This Amendment No. 2 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. 2 is
intended to amend the Schedule 13D filed by the Filers (as defined in Item 2
below) on or about November 17, 1997, as amended by the Amendment No. 1 filed
on or about April 7, 1998. Any capitalized term not defined in this Amendment
No. 2 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. 2 to Schedule 13D is filed by a group consisting of
U.S. Industries, Inc., a Delaware corporation ("USI"), its wholly-owned
subsidiary USI Atlantic Corp.,a Delaware corporation ("ATLANTIC"), Atlantic's
wholly-owned subsidiary USI American Holdings, Inc., a Delaware corporation
("HOLDINGS"), Holdings'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, Atlantic and Holdings have their executive offices at 101 Wood
Avenue South, Iselin, New Jersey, 08830. JUSI and TAL have their executive
offices One Commerce Center, Wilmington, Delaware, 19899.
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
and as amended and filed on or about April 7, 1998, is hereby amended to add
the following:
7
<PAGE>
On June 24, 1998, the Issuer and TAL entered into a Letter Agreement (the
"LETTER AGREEMENT"), under which, in accordance with the terms of the
Certificate of Designations (incorporated by reference as Exhibit 4 hereto):
<circle> the Issuer redeemed 30,000 of the100,000 shares of the Series A
Preferred Stock of the Issuer (the "Preferred Shares") held by
TAL, in consideration of the payment of $3,000,000 to TAL, and
<circle> TAL converted its remaining 70,000 Preferred Shares into
933,333 shares of the Issuer's Common Stock (the "Common Stock").
The Issuer also agreed to use its best efforts to have a Registration
Statement on Form S-3 declared effected by the Securities and Exchange
Commission within five (5) days of the date of execution of the Letter
Agreement. A copy of the Letter Agreement is attached hereto as Exhibit 1.
The Registration Statement was filed in accordance with the Registration
Agreement incorporated by reference at Exhibit 5 hereto.
Item 4.PURPOSE OF TRANSACTION.
No amendment.
Item 5.INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Filers' Schedule 13D, as filed on or about November 17, 1997
and as amended and filed on or about April 7, 1998, is hereby amended to add
the following:
(a) After giving effect to the transactions under the Letter Agreement as
described above, the Filers beneficially own zero shares of Preferred Stock,
and 1,108,333 shares of Common Stock, or 19.2% of the total number of issued
and outstanding shares of Common Stock. All such shares are held by TAL. 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
8
<PAGE>
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.
2 to Schedule 13D, the same 1,108,333 shares of Common Stock.
(b) No amendment.
(c) No amendment.
(d) No amendment.
(e) Not applicable.
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 2 to
Schedule 13D:
1. Letter Agreement, dated June 24, 1998, by and between TAL and Tear Drop
Golf Company.
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.
9
<PAGE>
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.
10
<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
11
<PAGE>
EXHIBIT 1
TEARDROP GOLF COMPANY
1080 LOUSONS ROAD
UNION, NEW JERSEY 07083
June 24, 1998
U.S. Industries, Inc.
P.O. Box 169
101 Wood Avenue South
Iselin, New Jersey 08830
Attention: John Raos
Re: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK ("SERIES A
PREFERRED STOCK") OF TEARDROP GOLF COMPANY (THE "COMPANY")
Dear John:
This letter when signed by you in the space below will memorialize our
understanding with respect to various matters relating to the Series A
Preferred Stock:
1. The Company shall redeem 30,000 shares of the Series A Preferred
Stock in accordance with the provisions of the Certificate of
Designation, Rights and Preferences with respect to the Series A
Redeemable Convertible Preferred Stock ("Certificate of Designation")
filed with the Secretary of State of the State of Delaware. In
accordance therewith, the Company has delivered to TA Liquidation
Corp. $3 million in satisfaction of the redemption amount. The
redemption shall be deemed to occur as of June 24, 1998. However,
dividends with respect to the 30,000 shares of Series A Preferred
Stock shall only accrue through May 11, 1998. The Company previously
paid $20,000 to TA Liquidation Corp. representing the amount payable
in respect of such dividends.
2. Immediately prior to the redemption of the 30,000 shares of Series A
Preferred Stock, TA Liquidation Corp. shall convert 70,000 shares of
Series A Preferred Stock into 933,333 shares of Common Stock in
accordance with the Certificate of Designation. The Company agrees
to deliver to TA Liquidation Corp. such shares of Common Stock on the
conversion of the Series A Preferred Stock within two business days of
the presentation of the Company of the Certificate representing such
shares. Such conversion shall be deemed to occur as of June 24, 1998.
1
<PAGE>
The Company has disbursed $82,833.34 to TA Liquidation Corp. in
satisfaction of its obligation to declare and pay dividends on the
70,000 shares of Series A Preferred Stock that are converted.
3. The Company shall use its best efforts to have the Registration
Statement on Form S-3, Registration No. 333-51501, filed by the
Company covering the sale by TA Liquidation Corp. of the Common
Stock underlying the shares of Series A Preferred Stock declared
effective by the Securities and Exchange Commission within five (5)
business days of the date hereof.
This letter shall be deemed to satisfy all notice or other requirements
under the Certificate of Designation with respect to the redemption and
conversion of, and payment of dividends on, the shares of Series A Preferred
Stock and no other actions shall be necessary by either party with respect
thereto other than as specifically set forth herein. In addition, this letter
shall supercede any other letters or agreements with respect to the subject
matter hereof.
If this letter meets with your understanding, please sign below in the
space indicated.
Very truly yours,
TEARDROP GOLF COMPANY
By /S/ RUDY A. SLUCKER
Rudy A. Slucker
Agreed to and accepted by
TA LIQUIDATION CORP.
By: /S/ STEVEN BARRE
2
<PAGE>
EXHIBIT 2
U.S. INDUSTRIES, INC.
All persons listed below are citizens of the United States, with the exception
of Mr. Brian C. Beazer and Sir Harry Solomon, who are citizens of the United
Kingdom.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Officer-Directors
- -------------------------
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South
Executive Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
John G. Raos President, Chief Operating 101 Wood Avenue South
Officer, U.S. Industries, Inc. Iselin, New Jersey 08830
Non-Officer Directors
- -------------------------
Brian C. Beazer Chairman of Beazer Homes 330 East 38th Street, #34D
USA, Inc. New York, NY 10016
William E. Butler Director, Applied Industrial 1111 Superior Avenue
Technologies, Inc., Ferro Cleveland, OH 44114
Corporation, The Goodyear Tire &
Rubber Company, Pitney-Bowes, Inc.
and U.S. Industries, Inc.
John J. McAtee, Jr. President of McAtee & McAtee & Company, LLC
Company, 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 Hampstead High Street
Holdings 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 4731 Mint Drive
American Bank of Memphis, TN Memphis, TN 38117
1
<PAGE>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Robert R. Womack Chairman and Chief Executive 14801 Quorum Drive
Officer, USI Bath and Plumbing Dallas, TX 75240-7584
Products
2
<PAGE>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Officers
- -------------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, U.S. Iselin, New Jersey 08830
Industries, Inc.
James O'Leary Senior Vice President and Chief 101 Wood Avenue South
Financial Officer, U.S. Industries, Iselin, New Jersey 08830
Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Industries, Iselin, New Jersey 08830
Inc.
Diana E. Burton Vice President--Investor Relations, 101 Wood Avenue South
U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
Peter F. Reilly Treasurer, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
</TABLE>
3
<PAGE>
USI ATLANTIC CORP.
All persons listed below are citizens of the United States, with the exception
of Mr. Brian C. Beazer and Sir Harry Solomon, who are citizens of the United
Kingdom.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Officer-Directors
- -------------------------
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South
Executive Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, U.S. Iselin, New Jersey 08830
Industries, Inc.
Non-Officer Directors
- -------------------------
Brian C. Beazer Chairman of Beazer Homes 330 East 38th Street, #34D
USA, Inc. New York, NY 10016
Sir Harry Solomon Founder, Director and retired 3 Coach House Yard
Chairman of Hillsdown Hampstead High Street
Holdings 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
Officers
- -------------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
James O'Leary Senior Vice President and Chief 101 Wood Avenue South
Financial Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Industries, Iselin, New Jersey 08830
Inc.
Richard A. Buccarelli Vice President--Corporate 101 Wood Avenue South
Development Iselin, New Jersey 08830
Diana E. Burton Vice President--Investor 101 Wood Avenue South
Relations, U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
4
<PAGE>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Peter F. Reilly Treasurer, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
</TABLE>
5
<PAGE>
USI AMERICAN HOLDINGS, INC.
All persons listed below are citizens of the United States, with the exception
of Mr. Brian C. Beazer and Sir Harry Solomon, who are citizens of the United
Kingdom.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Principal Occupation or Residence or Business Address of
Employment Organization
Officer-Directors
- -------------------------
David H. Clarke Chairman of the Board, Chief 101 Wood Avenue South
Executive Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
George H. MacLean Senior Vice President, General 101 Wood Avenue South
Counsel, Secretary, U.S. Iselin, New Jersey 08830
Industries, Inc.
Non-Officer Directors
- -------------------------
Brian C. Beazer Chairman of Beazer Homes 330 East 38th Street, #34D
USA, Inc. New York, NY 10016
Sir Harry Solomon Founder, Director and retired 3 Coach House Yard
Chairman of Hillsdown Hampstead High Street
Holdings 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
Officers
- -------------------------
John F. Bendik Executive Vice President, U.S. 101 Wood Avenue South
Industries, Inc. Iselin, New Jersey 08830
James O'Leary Senior Vice President and Chief 101 Wood Avenue South
Financial Officer, U.S. Iselin, New Jersey 08830
Industries, Inc.
Dorothy E. Sander Senior Vice President-- 101 Wood Avenue South
Administration, U.S. Industries, Iselin, New Jersey 08830
Inc.
Richard A. Buccarelli Vice President--Corporate 101 Wood Avenue South Iselin, New
Development Jersey 08830
Diana E. Burton Vice President--Investor 101 Wood Avenue South
Relations, U.S. Industries, Inc. Iselin, New Jersey 08830
Robert P. Noonan Controller, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
6
<PAGE>
Name Principal Occupation or Residence or Business Address
Employment of Organization
Peter F. Reilly Treasurer, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
</TABLE>
7
<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>
<S> <C> <C>
Residence or Business
NAME TITLE Address of Organization
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
James O'Leary Senior Vice President, Chief 101 Wood Avenue South Iselin,
Financial Officer, New Jersey 08830
JUSI Holdings, Inc.
Robert P. Noonan Controller, U.S. Industries, Inc. 101 Wood Avenue South
Iselin, New Jersey 08830
Peter F. Reilly Treasurer 101 Wood Avenue South Iselin,
New Jersey 08830
</TABLE>
8
<PAGE>
TA LIQUIDATION CORP.,
formerly known as
TOMMY ARMOUR GOLF COMPANY
All persons listed below are citizens of the United States.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Principal Occupation or Residence or Business
Name Title Employment Address or Organization
OFFICER-DIRECTORS
- -----------------
George H. MacLean Vice President, Assistant Senior Vice President, 101 Wood Avenue So.
Secretary, Director, TA General Counsel, Secretary, Iselin, NJ 08830
Liquidation Corp. U.S. Industries, Inc.
OFFICERS
- --------
John G. Raos President Same 101 Wood Avenue So.
Iselin, NJ 08830
George H. MacLean Vice President and Same 101 Wood Avenue So.
Secretary Iselin, NJ 08830
James O'Leary Vice President and Chief Same 101 Wood Avenue So.
Financial Officer Iselin, NJ 08830
Robert P. Noonan 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>
9
