SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ADAMS GOLF, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
006228 10 0
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(1) Name of Reporting Person Royal Holding Company, Inc.
I.R.S. Identification No.
of Above Person (entities only) 25-1622874
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
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(3) SEC Use Only
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(4) Citizenship Delaware
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Number of Shares
Beneficially (5) Sole Voting Power 6,374,511
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Owned by Each (6) Shared Voting Power 0
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Reporting Person (7) Sole Dispositive Power 6,374,511
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With: (8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned 6,374,511
by Each Reporting Person
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(10) Check if the Aggregate Amount in [X]**
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 28.4%
Amount in Row (9)
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(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
** This Reporting Person notes that (i) Paul F. Brown, Jr., one
of the other reporting persons filing this Statement on
Schedule 13G/A, holds 15,000 shares of the Issuer's common
stock, which includes options exercisable within 60 days to
purchase 5,000 shares, and (ii) Stephen R. Patchin, another
of the reporting persons filing this Statement on Schedule
13G/A, holds options, which are exercisable within 60 days,
to purchase 5,000 shares of the Issuer's common stock. The
shares held by Messrs. Brown and Patchin are not
beneficially owned by the Reporting Person and nothing
herein shall constitute an admission that this Reporting
Person beneficially owns such shares.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(1) Name of Reporting Person Paul F. Brown, Jr.
I.R.S. Identification No.
of Above Person (entities only)
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
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(3) SEC Use Only
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(4) Citizenship Delaware
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Number of Shares
Beneficially (5) Sole Voting Power 15,000
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Owned by Each (6) Shared Voting Power 6,374,511**
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Reporting Person (7) Sole Dispositive Power 15,000
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With: (8) Shared Dispositive Power 6,374,511**
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(9) Aggregate Amount Beneficially Owned 6,389,511**
by Each Reporting Person
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(10) Check if the Aggregate Amount in [ X ]***
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 28.4%
Amount in Row (9)
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(12) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
** Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of the shares of Common Stock held
directly by Royal Holding Company, Inc. reflected herein
and, as such, declares that this Statement on Schedule 13G/A
shall not be construed as an admission that such person is
the beneficial owner of any securities covered hereby.
*** This Reporting Person notes that Stephen R. Patchin, one of
the other reporting persons filing this Statement on
Schedule 13G/A under Rule 13d-1(k)(1), holds options, which
are exercisable within 60 days, to purchase 5,000 shares of
the Issuer's common stock not beneficially owned by the
Reporting Person and nothing herein shall constitute an
admission that this Reporting Person beneficially owns such
shares.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(1) Name of Reporting Person Stephen R. Patchin
I.R.S. Identification No.
of Above Person (entities only)
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
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(3) SEC Use Only
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(4) Citizenship United States
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Number of Shares
Beneficially (5) Sole Voting Power 5,000
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Owned by Each (6) Shared Voting Power 6,374,511**
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Reporting Person (7) Sole Dispositive Power 5,000
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With: (8) Shared Dispositive Power 6,374,511**
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(9) Aggregate Amount Beneficially Owned 6,379,511**
by Each Reporting Person
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(10) Check if the Aggregate Amount in [ X ]***
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 28.4%
Amount in Row (9)
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(12) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
** Pursuant to Rule 13d-4, the Reporting Person disclaims
beneficial ownership of the shares of Common Stock reflected
herein and, as such, declares that this Statement shall not
be construed as an admission that such person is the
beneficial owner of any securities covered hereby.
*** This Reporting Person notes that Paul F. Brown, Jr., one of
the other persons filing this Statement on Schedule 13G/A
under Rule 13d-1(k)(1), holds 15,000 shares, which includes
options exercisable within 60 days to purchase 5,000 shares,
not beneficially owned by the Reporting Person and nothing
herein shall constitute an admission that this Reporting
Person beneficially owns such shares.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
Item 1(a). Name of issuer:
Adams Golf, Inc. (the "Issuer")
Item 1(b). Address of Issuer's principal executive offices:
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
Item 2(a). Name of person filing:
Pursuant to rule 13d-1(k)(1) promulgated
under the Act, this Statement on Schedule 13G is
filed jointly by Royal Holding Company, Inc.
("Royal"), Paul F. Brown, Jr. ("Brown") and
Stephen R. Patchin ("Patchin"). Royal, Brown and
Patchin are collectively referred to herein as the
"Reporting Persons." The Reporting Persons have
included as Exhibit A to this Statement an
agreement in writing that this Statement is filed
on behalf of each of them.
Item 2(b). Address of principal business office or, if
none, residence:
Royal
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The principal business office of Royal is:
300 Delaware Avenue, Suite 306
Wilmington, Delaware 19801
Brown
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The principal business office of Brown is:
One Indian Springs Road
Carl E. Patchin Building
Indiana, Pennsylvania 15701
Patchin
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The principal business office of Patchin is:
500 N. Water
Nationsbank Building, Suite 807N
Corpus Christi, Texas 78471
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
Item 2(c). Citizenship:
Royal is a Delaware corporation. Brown
and Patchin are citizens of the United States.
Item 2(d). Title of class of securities:
Common Stock, $0.001 par value per
share, of the Issuer.
Item 2(e). CUSIP No.:
006228 10 0
Item 3. If this statement is filed pursuant to
Sections 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) [ ] Investment company registered
under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in
accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or
endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or
control person in accordance with Section
240.13d-1(b)(ii)(G);
(h) [ ] A savings association as
defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded
from the definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J)
Not applicable.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
Item 4. Ownership:
At the close of business on December 31, 2001, Royal and
Patchin may be deemed to beneficially own, in the aggregate,
6,374,511 shares of Common Stock of the Issuer, representing
approximately 28.4% of the Issuer's outstanding shares of
Common Stock (based upon the 22,480,071 shares reported to
be outstanding as of November 14, 2001, the date of the
Issuer's Quarterly Report on Form 10-Q filed with respect to
the quarter ended September 30, 2001). Stephen R. Patchin
may be deemed to beneficially own, in the aggregate,
6,379,511 shares of Common Stock of the Issuer, representing
approximately 28.4% of the Issuer's outstanding shares of
Common Stock (Mr. Patchin's holdings include options
exercisable within 60 days to purchase 5,000 shares of the
Issuer's Common Stock). Paul F. Brown, Jr. may be deemed to
beneficially own, in the aggregate, 6,389,511 shares of
Common Stock of the Issuer, also representing approximately
28.4% of the Issuer's outstanding shares of Common Stock
(Mr. Brown's holdings include options exercisable within 60
days to purchase 5,000 shares of the Issuer's Common Stock).
Royal
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(a) Amount beneficially owned: 6,374,511
(b) Percent of class: 28.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 6,374,511
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or
to direct the disposition of: 6,374,511
(iv) shared power to dispose or to
direct the disposition of: 0
Brown[FN-1]
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(a) Amount beneficially owned: 6,389,511
(b) Percent of class: 28.4%
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FN-1 Brown is the Chief Financial Officer and Vice President-
Finance of Royal and, by virtue of his position with
Royal, may be deemed to share the power to vote or direct
the vote of, and to share the power to dispose or direct
the disposition of, the shares of Common Stock held by
Royal. Brown disclaims beneficial ownership of 6,374,511
shares of the Common Stock held by Royal.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 15,000
(ii) shared power to vote or to direct the
vote: 6,374,511
(iii) sole power to dispose or
to direct the disposition of: 15,000
(iv) shared power to dispose or to
direct the disposition of: 6,374,511
Patchin[FN-2]
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(a) Amount beneficially owned: 6,379,511
(b) Percent of class: 28.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 5,000
(ii) shared power to vote or to direct the
vote: 6,374,511
(iii) sole power to dispose or
to direct the disposition of: 5,000
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FN-2 Patchin is the Chief Executive Officer and President of
Royal and, by virtue of his position with Royal, may be
deemed to share the power to vote or direct the vote of,
and to share the power to dispose or direct the
disposition of, the shares of Common Stock held by Royal.
Patchin disclaims beneficial ownership of the Common
Stock held by Royal.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(iv) shared power to dispose or to
direct the disposition of: 6,374,511
Item 5. Ownership of five percent or less of a class:
Not Applicable.
Item 6. Ownership of more than five percent on behalf of
another person:
Not Applicable.
Item 7. Identification and classification of the subsidiary
which acquired the security being reported on by the
parent holding company or control person:
Not Applicable.
Item 8. Identification and classification of members of the
group:
This Statement on Schedule 13G has been filed by a
group under Rule 13d-1(d). Attached as Annex A is a
Joint Filing Statement executed by each member of such
group.
Item 9. Notice of dissolution of group:
Not Applicable.
Item 10. Certifications:
Not Applicable.
[Signature page follows]
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.
Dated: February 14, 2002
ROYAL HOLDING COMPANY, INC.
By: /s/ PAUL F. BROWN, JR.
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Name: Paul F. Brown, Jr.
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Title: Vice President - Finance
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/s/ PAUL F. BROWN, JR.
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PAUL F. BROWN, JR.
/s/ STEPHEN R. PATCHIN
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STEPHEN R. PATCHIN
ATTENTION: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
EXHIBIT A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1), we, the undersigned, hereby
express our agreement that the attached Amendment No. 3 to
Schedule 13G is filed on behalf of each of us.
Dated: February 14, 2002
ROYAL HOLDING COMPANY, INC.
By: /s/ PAUL F. BROWN, JR.
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Name: Paul F. Brown, Jr.
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Title: Vice President - Finance
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/s/ PAUL F. BROWN, JR.
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PAUL F. BROWN, JR.
/s/ STEPHEN R. PATCHIN
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STEPHEN R. PATCHIN