-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIxbQZ2h1UwbduJz+A0Zug7zwaBg5PwK32Gce0YTDCRC5O2LmK8Mjqs52974blSn blDiT1TYcPdUGmw6CJ+8Iw== /in/edgar/work/0000950147-00-001498/0000950147-00-001498.txt : 20000930 0000950147-00-001498.hdr.sgml : 20000930 ACCESSION NUMBER: 0000950147-00-001498 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PH GROUP INC CENTRAL INDEX KEY: 0000035305 STANDARD INDUSTRIAL CLASSIFICATION: [3540 ] IRS NUMBER: 310737351 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41750 FILM NUMBER: 730335 BUSINESS ADDRESS: STREET 1: 2365 SCIOTO HARPER DR CITY: COLUMBUS STATE: OH ZIP: 43204 BUSINESS PHONE: 6142798877 MAIL ADDRESS: STREET 1: 2365 SCIOTO HARPER DR CITY: COLUMBUS STATE: OH ZIP: 43204 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE GENERAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY BANCORPORATION INC DATE OF NAME CHANGE: 19850924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PRECISION INC CENTRAL INDEX KEY: 0001016395 STANDARD INDUSTRIAL CLASSIFICATION: [3949 ] IRS NUMBER: 061453896 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15170 NORTH HAYDEN ROAD STREET 2: SUITE 1 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6026270200 MAIL ADDRESS: STREET 1: 15170 NORTH HAYDEN ROAD STREET 2: SUITE 1 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: FM PRECISION GOLF CORP DATE OF NAME CHANGE: 19970521 SC 13D 1 0001.txt SCHEDULE 13D OF ROYAL PRECISION ------------------------------------ OMB APPROVAL ------------------------------------ OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours to perform............ 14.90 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PH Group Inc. ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 693318107 -------------- (CUSIP Number) Royal Precision, Inc. 15170 North Hayden Road - Suite 1 Scottsdale, Arizona 85260 (480) 627-0200 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 2000 ------------------------------------------------------- (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 [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D - --------------------- ----------------- CUSIP NO. 693318107 Page 2 of 5 Pages - --------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royal Precision, Inc. 06-1453896 -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------- 7 SOLE VOTING POWER 500,000 (See Item 5) NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 (See Item 5) OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 500,000 (See Item 5) PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 (See Item 5) --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% (See Item 5) -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- SCHEDULE 13D - --------------------- ----------------- CUSIP NO. 693318107 Page 3 of 5 Pages - --------------------- ----------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, no par value (the "Common Stock"), of PH Group Inc., an Ohio corporation (the "Issuer"), whose principal executive offices are located at 2241 CityGate Drive, Columbus, Ohio 43219. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Royal Precision, Inc. that it is the beneficial owner of any of the Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by Royal Precision, Inc., a Delaware corporation ("Royal Precision") whose principal place of business is located at 15170 North Hayden Road - Suite 1, Scottsdale, Arizona 85260. Royal Precision designs, manufactures, and distributes steel golf club shafts and designs and distributes graphite golf club shafts and golf club grips. During the past five years, Royal Precision has not been convicted in a criminal proceeding or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been subject to such judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The issuance of the Option (as defined in Item 4 below) to Royal Precision did not require funds of Royal Precision. If the Option were exercised, it is expected that Royal Precision would use funds from its working capital to acquire the underlying shares of Common Stock issuable in connection with the Option. ITEM 4. PURPOSE OF TRANSACTION. Royal Precision and the Issuer executed a Letter of Intent (the "Letter of Intent") on September 18, 2000 pursuant to which Royal Precision will move forward to negotiate a binding acquisition agreement in which the Issuer would become a wholly-owned subsidiary of Royal Precision (the "Proposed Acquisition"). A copy of the Letter of Intent is attached hereto as Exhibit 1 and is incorporated herein by reference. Pursuant to the Letter of Intent, Royal Precision acquired an option to purchase up to 500,000 shares of Common Stock of the Issuer at a price of $.50 per share (the "Option"). The Option may be exercised in whole or in part at one or more times during the three year period beginning September 18, 2000. The Proposed Acquisition is subject to a number of conditions, including the execution and delivery of definitive agreements acceptable to both parties, approval of the Boards of Royal Precision and the Issuer, and the approval of the shareholders of the Issuer and (to the extent legally required) Royal Precision. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Option is exercisable to purchase up to 500,000 shares of Common Stock of the Issuer at a purchase price of $.50 per share. Based on the current number of outstanding shares of Common Stock of the Issuer, Royal Precision may be deemed to beneficially own approximately 22.5% of the Common Stock of the Issuer after giving effect to the issuance of shares pursuant to the Option. This ownership percentage is based upon 1,724,382 shares of Common Stock outstanding as of August 2, 2000 as disclosed in the Issuer's Form 10-QSB as filed with the Securities and Exchange Commission on August 30, 2000. If Royal Precision were to exercise the Option, it would have sole voting and dispositive power of all the Issuer Common Stock issued as a result of such exercise. SCHEDULE 13D - --------------------- ----------------- CUSIP NO. 693318107 Page 4 of 5 Pages - --------------------- ----------------- Royal Precision does not currently own any shares of the Issuer. Reference is made to the information disclosed under Item 4 of this Statement which is incorporated by reference in response to this Item. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to the information disclosed under Items 3 and 4 of this Statement which is incorporated by reference in response to this Item. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Exhibit 1: Letter of Intent by and between PH Group Inc. and Royal Precision, Inc. SCHEDULE 13D - --------------------- ----------------- CUSIP NO. 693318107 Page 5 of 5 Pages - --------------------- ----------------- 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: September 28, 2000 Royal Precision, Inc. By: /s/ Thomas A. Schneider ------------------------------------ Thomas A. Schneider - President EX-1 2 0002.txt LETTER OF INTENT [ROYAL PRECISION LETTERHEAD] Charles T. Sherman, President PH Group Inc. 2241 CityGate Drive Columbus, Ohio 43219 RE: LETTER OF INTENT Dear Chuck: This will confirm our discussions concerning the proposed acquisition of PH Group Inc. ("PH") by Royal Precision, Inc. ("RP") upon the following terms and conditions: 1. PH will become a wholly-owned subsidiary of RP and each holder of PH stock will receive $1.00 worth of RP stock for each share of PH stock owned. 2. RP stock will be valued at the average closing price of RP for the twenty consecutive trading days ending two days prior to the date of execution of a definitive agreement. 3. You will remain a member of the board of directors and CEO of PH; PH will repay any amounts owed to you at the closing; and you will receive an option to acquire 25,000 shares of RP with a strike price equal to the closing price on the day prior to the closing. Additionally, the term of your current employment agreement shall be extended to December 31, 2005. 4. The proposed transaction will be subject to the following conditions: (a) Approval by the Board of Directors of PH and RP; (b) Approval by the Shareholders of PH, and, if legally required, of the Shareholders of RP; (c) Execution and delivery of a merger agreement, containing customary representations and warranties regarding various matters and other provisions of the type usually included in agreements covering transactions of this nature; (d) Receipt of all governmental and regulatory permits, approvals and clearances which the proposed transaction may require; 5. PH agrees that PH will not merge with any person or entity nor will the stock or the assets of PH be sold or placed on the market for sale to any person or entity other than RP, and PH will not (a) provide any person or entity with information relating to the sale of the stock or assets of PH, or (b) negotiate with any person or entity with respect to the foregoing, in each case for a period ending on November 12, 2000. Charles T. Sherman, President April 6, 2000 Page 2 6. PH hereby grants to RP an option to acquire up to 500,000 shares of PH at a price of $.50 per share, which option may be exercised at one or more times over the period of three years beginning on the date hereof. 7. The parties shall mutually agree on the timing and content of the public announcement of the execution of this letter of intent. Additionally, without the prior written consent of the other party hereto, no party will, and will direct its directors, officers, employees and representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between the parties hereto or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. 8. Each Party shall be responsible for its own fees, costs and expenses incurred in connection with the proposed transaction. 9. This Letter of Intent shall be subject to, and construed under, the laws of the State of Ohio applicable to agreements to be performed solely within the State of Ohio. As indicated by the caption, this is a letter of intent which represents only the current thinking of the parties with respect to certain of the major issues relating to the proposed transaction. Therefore, it is understood and acknowledged that this letter shall not be deemed to be a legally binding agreement between the parties for any purpose, except for paragraphs 5, 6, 7, 8 and 9 which are intended to be, and are, legally binding agreements between the parties hereto. If you concur that this letter accurately reflects our current mutual understanding of the proposed transaction, and serves as a declaration of good faith intent to move forward to negotiate a binding agreement covering the proposed transaction, please indicate your concurrence by signing the enclosed copy of the letter, and returning the same to us as soon as possible. This letter will not be effective if you have not signed it by Friday, September 15, 2000. Very truly yours, ROYAL PRECISION, INC. /s/ Thomas A. Schneider - --------------------------------- Thomas A. Schneider, President Date: September 18, 2000 ACCEPTED AND AGREED TO: PH GROUP INC. By: /s/ Charles T. Sherman ----------------------------- Charles T. Sherman, President Date: September 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----