SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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, 2003
(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
by Each Reporting Person 6,374,511 [FN-1]
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(10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares* [ ]
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(11) Percent of Class Represented by
Amount in Row (9) 28.4%
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(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
FN-1 This Reporting Person notes that (i) Paul F. Brown, Jr., one
of the other reporting persons filing this Amendment No. 4
to Statement on Schedule 13G ("Amendment No. 4"), directly
holds 10,000 shares of the Issuer's common stock and
options, which are presently exercisable or are exercisable
within 60 days of the date hereof, to purchase an additional
27,500 shares of common stock, and (ii) Stephen R. Patchin,
another of the reporting persons filing this Amendment No.
4, holds options, which are presently exercisable or are
exercisable within 60 days of the date hereof, to purchase
an additional 27,500 shares of common stock. The shares
held by Messrs. Brown and Patchin are not beneficially owned
by this reporting person and nothing herein shall constitute
an admission to the contrary.
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) [ ]
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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 37,500[FN-2]
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Owned by Each (6) Shared Voting Power 6,374,511[FN-3]
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Reporting Person (7) Sole Dispositive Power 37,500
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With: (8) Shared Dispositive Power 6,374,511
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(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 6,412,011
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(10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares* [ ]
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(11) Percent of Class Represented by
Amount in Row (9) 28.5%
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(12) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
FN-2 Includes options, which are presently exercisable or
exercisable within 60 days of the date hereof, to purchase
27,500 shares of the Issuer's common stock.
FN-3 Represents shares owned directly by Royal Holding Company,
Inc., a Delaware corporation, of which this reporting
person is Chief Financial Officer and Vice President-
Finance. Pursuant to Rule 13d-4. this reporting person
disclaims beneficial ownership of such shares and nothing
herein shall be construed as an admission to the contrary.
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) [ ]
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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 27,500[FN-4]
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Owned by Each (6) Shared Voting Power 6,374,511[FN-5]
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Reporting Person (7) Sole Dispositive Power 27,500
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With: (8) Shared Dispositive Power 6,374,511
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(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 6,402,011
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(10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares* [ ]
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(11) Percent of Class Represented by
Amount in Row (9) 28.5%
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(12) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
FN-4 Includes options, which are presently exercisable or
exercisable within 60 days of the date hereof, to purchase
27,500 shares of the Issuer's common stock.
FN-5 Represents shares owned directly by Royal Holding Company,
Inc., a Delaware corporation, of which this reporting person
is Chief Executive Officer and Vice President-Finance.
Pursuant to Rule 13d-4. this reporting person disclaims
beneficial ownership of such shares and nothing herein shall
be construed as an admission to the contrary.
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 Amendment No., 4 to Statement on
Schedule 13G, as previously amended (as amended,
the "Statement") 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 previously executed a Joint
Filing Agreement with respect to the filing of
this Statement, a copy of which is attached hereto
as Exhibit A.
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
-----
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 Street, Suite 807N
Corpus Christi, Texas 78471
Item 2(c). Citizenship:
Messrs. Patchin and Brown are citizens of the
the United States. Royal is a Delaware corporation.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
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:
As of the date of this Statement, the Reporting
Persons' beneficial ownership is as follows:
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-6]
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(a) Amount beneficially owned: 6,412,011[FN-7]
(b) Percent of class: 28.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 37,500
(ii) shared power to vote or to direct the
vote: 6,374,511
(iii) sole power to dispose or to direct the
disposition of: 37,500
(iv) shared power to dispose or to direct the
disposition of: 6,374,511
Patchin [FN-8]
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(a) Amount beneficially owned: 6,402,011 [FN-9]
(b) Percent of class: 28.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 27,500
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FN-6 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 and nothing herein shall be
deemed an admission to the contrary.
FN-7 Includes options, which are presently exercisable or
exercisable within 60 days of the date hereof, convertible
into 27,500 shares of common stock and the shares held
directly by Royal.
FN-8 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 and
nothing herein shall be deemed an admission to the contrary.
FN-9 Includes options, which are presently exercisable or
exercisable within 60 days of the date hereof, convertible
into 27,500 shares of common stock and the shares held
directly by Royal.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
(ii) shared power to vote or to direct the
vote: 6,374,511
(iii) sole power to dispose or to direct the
disposition of: 27,500
(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). Each of the Reporting
Persons have previously executed a Joint Filing
Statement, a copy of which is attached hereto as
Exhibit A.
Item 9. Notice of dissolution of group:
Not Applicable.
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
Item 10. Certifications:
Not applicable.
[Signature page follows]
CUSIP NO. 006228 10 0 SCHEDULE 13G/A
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 17, 2004
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. 4 to
Schedule 13G is filed on behalf of each of us.
Dated: February 17, 2004
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