0001209191-12-031532.txt : 20120601 0001209191-12-031532.hdr.sgml : 20120601 20120601130729 ACCESSION NUMBER: 0001209191-12-031532 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120601 FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROGERS ROBERT D CENTRAL INDEX KEY: 0001190382 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33978 FILM NUMBER: 12882502 MAIL ADDRESS: STREET 1: TEXAS INDUSTRIES INC STREET 2: 1341 W MOCKINGBIRD LN CITY: DALLAS STATE: TX ZIP: 75247 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS GOLF INC CENTRAL INDEX KEY: 0001059763 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 752320087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9726739000 MAIL ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 4 1 c28947_4x0.xml MAIN DOCUMENT DESCRIPTION X0305 4 2012-06-01 1 0001059763 ADAMS GOLF INC ADGF 0001190382 ROGERS ROBERT D C/O ADAMS GOLF, INC. 2801 EAST PLANO PARKWAY PLANO TX 75074 1 0 0 0 Common Stock 2012-06-01 4 D 0 12273 10.80 D 0 D Common Stock 2012-06-01 4 D 0 1250 10.80 D 0 I See Footnote Stock Options (right to purchase) 4.80 2012-06-01 4 D 0 12500 6.00 D 2014-05-27 Common Stock 12500 0 D The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement except to the extent of his pecuniary interest therein. Effective June 1, 2012, pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2012, by and among Adams Golf, Inc. (the "Issuer"), Taylor Made Golf Company, Inc. ("Taylor Made") and Apple Tree Acquisition Corp., a wholly owned subsidiary of Taylor Made ("Apple Tree"), Apple Tree merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Taylor Made (the "Merger"). As consideration for the Merger, the shares of common stock held by the reporting person, including 7,500 restricted shares of common stock that vested in full upon consummation of the Merger, were automatically cancelled and converted into the right to receive $10.80 per share in cash. Represents shares held by The Robert D. Rogers Family Trust for the benefit of the reporting person. The reporting person is trustee of the trust and may therefore be deemed to beneficially own the shares held by the trust. The previously reported exercise price, and the number of shares of common stock issuable upon exercise, has been adjusted to reflect the one-for-four reverse stock split of the common stock that occurred on February 19, 2008. Pursuant to the Merger, all options to purchase shares of the Issuer's common stock held by the reporting person were cancelled and converted into the right to receive a cash payment equal to the excess of $10.80 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options. The options vested in equal annual installments on the first four anniversaries of the date of grant, May 27, 2004. /s/ Robert D. Rogers 2012-06-01