UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SPEAR & JACKSON, INC. F/K/A MEGAPRO TOOLS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
58515X 10 3
(CUSIP Number)
Steven C. Barre
Senior Vice President, General Counsel and Secretary
Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1108
West Palm Beach, FL 33401
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
APRIL 21, 2005
(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 that is the subject of this Subject 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
JACUZZI BRANDS, INC. F/K/A U.S. INDUSTRIES, INC.
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(SEE
Instructions)
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC
--------------------------------------------------------------------------------
5 Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7 Sole Voting Power
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
8 Shared Voting Power
3,543,281
--------------------------------------------------------------------------------
9 Sole Dispositive Power
0
--------------------------------------------------------------------------------
10 Shared Dispositive Power
3,543,281
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,543,281
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
61.8%*
* BASED ON THE NUMBER OF SHARES OUTSTANDING AS OF FEBRUARY 17,
2005 AS SET FORTH IN THE ISSUER'S FORM 10-Q FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2005.
--------------------------------------------------------------------------------
12 Type of Reporting Person (SEE Instructions)
CO
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
USI AMERICAN HOLDINGS, INC. F/K/A USI GLOBAL CORP.
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(SEE
Instructions)
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC
--------------------------------------------------------------------------------
5 Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7 Sole Voting Power
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
8 Shared Voting Power
3,543,281
--------------------------------------------------------------------------------
9 Sole Dispositive Power
0
--------------------------------------------------------------------------------
10 Shared Dispositive Power
3,543,281
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,543,281
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
61.8%*
* BASED ON THE NUMBER OF SHARES OUTSTANDING AS OF FEBRUARY 17,
2005 AS SET FORTH IN THE ISSUER'S FORM 10-Q FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2005.
--------------------------------------------------------------------------------
12 Type of Reporting Person (SEE Instructions)
CO
--------------------------------------------------------------------------------
3
Item 1. Security and Issuer.
This Amendment No. 1 supplements and amends the Schedule 13D
originally filed with the Securities and Exchange Commission (the
"Commission") on September 16, 2002 (the "Original Filing") and
relates to the common stock, $.001 par value per share (the "Common
Stock"), of Spear & Jackson, Inc., a Nevada corporation and formerly
known as Megapro Tools, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 6001 Park of Commerce Boulevard,
Suite 200, Boca Raton, Florida 33431.
Item 2. Identity and Background.
This Amendment No. 1 to Schedule 13D is filed by each of (i) Jacuzzi
Brands, Inc., a Delaware corporation ("Jacuzzi"), the principal
business of which is the manufacturing and marketing of bath and
plumbing products, and (ii) USI American Holdings, Inc., successor in
interest to USI Global Corp., a Delaware corporation and wholly-owned
subsidiary of Jacuzzi ("USI American," and together with Jacuzzi, the
"Reporting Persons"), the principal business of which is to hold
certain investments, including the investment in the Issuer. The
principal business address for each of Jacuzzi and USI American is
Phillips Point- West Tower, 777 South Flagler Drive, Suite 1108, West
Palm Beach, Florida 33401. Appendix 1 hereto sets forth the name,
principal business, address and citizenship of each of the executive
officers and directors of the Reporting Persons and is incorporated
herein by reference.
During the last five years, none of such persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in being subject to a 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.
No amendments to the Original Filing are being made.
Item 4. Purpose of Transaction.
The Issuer has reported that on November 9, 2004, it entered into a
Stock Purchase Agreement with PNC Holdings, LLC ("PNC") and Dennis
Crowley, Chief Executive Officer of Issuer, and also entered into a
Consent to Final Judgment of Permanent Injunction with the Commission
consenting to a permanent injunction for violation of various
sections and rules of the Securities Act of 1933 and the Securities
Exchange Act of 1934. The Issuer reported that the Stock Purchase
Agreement was subject to approval by the Commission as well as the
United States District Court for the Southern District of Florida
(the "Court").
4
The Issuer had previously reported that, in addition to the above, on
April 15, 2004, the Court, upon a motion by the Commission, appointed
a Corporate Monitor for the Issuer, giving the Corporate Monitor the
following powers:
i) Review and approve all corporate actions by the
Issuer and all agents of the Issuer, including
employees, and all other persons or entities
acting or purporting to act on the Issuer's
behalf;
ii) Devise and implement any procedures, systems and
controls that the Corporate Monitor deems
appropriate to ensure that all prospective Issuer
actions are brought to the Corporate Monitor's
attention and to document the Corporate Monitor's
approval of such actions;
iii) Retain other persons and/or firms to assist the
Corporate Monitor in carrying out the Corporate
Monitor's duties and responsibilities;
iv) Report to the Commission and to the Court if the
Corporate Monitor becomes aware of any evidence or
indication of a violation of the Court's order;
v) Oversight responsibility with respect to all
compensation paid by the Issuer;
vi) Call and order meetings of the Board of Directors,
to be held in person or by telephone, as necessary
and appropriate, upon at least four hours notice
to the members of the Board of Directors eligible
to vote on matters; and
vii) Designate and empower, subject to the prior
written approval of the Commission or the Court,
one or more other persons to carry out the
Corporate Monitor's duties and responsibilities
when the Corporate Monitor is not available for a
limited period of time.
The Issuer also reported that with the Corporate Monitor's consent,
as well as approval from both the Court and the Commission, 6,005,561
shares of Common Stock of the Issuer owned by PNC were surrendered to
the Issuer pursuant to the Stock Purchase Agreement (the "Surrendered
Shares") on March 10, 2005. The Reporting Persons were not parties to
any of the agreements or transactions. As a result, the Reporting
Persons' ownership percentage in the Issuer's outstanding stock was
proportionately increased to 61.8% (as more fully discussed in Item 5
below). Notwithstanding the proportional increase in share ownership
as a percentage of outstanding shares, the Issuer and the Reporting
Persons remained subject to a letter agreement dated September 6,
2002 (the "Letter Agreement") (as more fully discussed in Item 6
below). On April 11, 2005, the parties agreed to terminate the Letter
Agreement.
5
On April 21, 2005, the Reporting Persons adopted a plan of
disposition of the Issuers' Common Stock (the "Plan of Disposition"),
which is attached as an exhibit hereto. Pursuant to the Plan of
Disposition, the Reporting Persons intend to (i) investigate the
strategic alternatives with respect to the sale of the Common Stock
held by the Reporting Persons, (ii) take such further actions as will
result in the Reporting Persons disposing of the Common Stock within
a one-year period, and (iii) engage investment banking, legal, and
other advisors as necessary to assist in the disposition of the
Issuer's Common Stock. The Reporting Persons may dispose of their
Common Stock in one or more transactions of all or a portion of their
shares of Common Stock in the open market, in privately negotiated
transactions or otherwise.
At this time, no decision has been made to either: i) change the
composition of Issuer's Board of Directors, or ii) assert an expanded
role in the management of the Issuer. The Reporting Persons intend to
monitor and evaluate their investment in the Issuer on a continuing
basis, or formulate other purposes, plans or proposals regarding the
Issuer or the Common Stock held by the Reporting Persons in addition
to those discussed above.
Except as set forth above, the Reporting Persons currently have no
plans or proposals that relate to or would result in any of the
matters referred to in paragraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons retain the right to change their
investment intent.
Item 5. Interest in Securities of the Issuer.
The above discussion in Item 4 is incorporated herein by reference.
USI American is the beneficial owner of 3,543,281 shares of Common
Stock, representing 61.8%* of the Issuer's outstanding shares of
Common Stock. Jacuzzi, through its 100% owned subsidiary, USI
American, is the beneficial owner of 3,543,281 shares of Common
Stock. To the knowledge of the Reporting Persons, upon PNC
surrendering to the Issuer the Surrendered Shares, PNC and Crowley,
through his ownership interest in PNC, are no longer beneficial
owners of the Surrendered Shares and are no longer part of the group
included in the Original Filing. Each of the Reporting Persons
disclaims the beneficial ownership of the shares of Common Stock
previously beneficially owned by each of PNC and Crowley.
To the knowledge of Reporting Persons, none of the persons described
on Appendix 1 own any of the Issuer's Common Stock, except for David
H. Clarke, Chief Executive Officer and Chairman of Jacuzzi, who owns
28,350 shares of the Issuer's Common Stock. David H. Clarke disclaims
any beneficial ownership of the Issuer's shares held by the Reporting
Persons. The Reporting Persons and the persons described on Appendix
1 disclaim group attribution for purposes of this Schedule 13D.
Each of the Reporting Persons has the power to dispose or direct the
disposition of the 3,543,281 shares of Common Stock.
6
* Based on the number of shares outstanding as of February 17, 2005
as set forth in the Issuer's Form 10-Q filed with the Securities and
Exchange Commission on February 18, 2005.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Issuer and the Reporting Persons previously entered into a Letter
Agreement by which the Reporting Persons agreed with the Issuer that,
with respect to any vote submitted to the common stockholders of the
Issuer, the Reporting Persons would vote all shares of Common Stock
beneficially owned by them in excess of 10 percent of the then issued
and outstanding common stock of the Issuer in proportion to all votes
cast by the other holders of Common Stock of the Issuer. In addition,
pursuant to the Letter Agreement, the Reporting Persons agreed not to
sell or otherwise transfer any shares of Common Stock beneficially
owned by them except under certain circumstances. The Letter
Agreement was terminated effective as of April 11, 2005. Accordingly,
there are no contractual restrictions on the ability of the Reporting
Persons to vote or dispose of the Common Stock beneficially owned by
them.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among Jacuzzi and USI American.
2. Letter Agreement, dated as of September 6, 2002, by and among
the Reporting Persons and the Issuer (incorporated herein by
reference to the Issuer's Schedule 13D filed on September 16,
2002).
3. Agreement and Release, dated April 11, 2005, by and between
Jacuzzi and the Issuer.
4. Plan of Disposition adopted on April 21, 2005.
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 25, 2005
JACUZZI BRANDS, INC.
f/k/a U.S. INDUSTRIES, INC.
By: /s/ Steven C. Barre
-------------------------------------
Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and Secretary
USI AMERICAN HOLDINGS, INC., successor in
interest to USI GLOBAL CORP.
By: /s/ Steven C. Barre
------------------------------------
Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and Secretary
8
APPENDIX 1
Executive Officers and Directors of
Jacuzzi Brands, Inc. and USI American Holdings, Inc.
Who Are Not Reporting Persons
The following sets forth certain information about executive officers
and directors of Jacuzzi Brands, Inc. and USI American Holdings, Inc. who are
not Reporting Persons. All persons listed are United States citizens.
----------------------------------------------------------------------------------------------------------------------------------
Name and Residence or Present Principal Occupation or Employment;
Business Address Name, Principal Business and Address in
Which Such Employment is Conducted (if
Different from Business Address of Employer)
-----------------------------------------------------------------------------------------------------------------------------------
David H. Clarke Chairman and Chief Executive Officer
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100 Director
West Palm Beach, FL 33401 USI American Holdings, Inc.
Donald C. Devine President and Chief Operating Officer
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100 Director
West Palm Beach, FL 33401 Jacuzzi Brands, Inc.
Steven C. Barre Senior Vice President, General Counsel and Secretary
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100 USI American Holdings, Inc.
West Palm Beach, FL 33401 Director
USI American Holdings, Inc.
Robert Hennemuth Vice President - Human Resources
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100
West Palm Beach, FL 33401
Jeffrey B. Park Senior Vice President, Chief Financial Officer, Treasurer
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100 USI American Holdings, Inc.
West Palm Beach, FL 33401 Director
USI American Holdings, Inc.
9
Francisco V. Punal Vice President - Controller
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100 Vice President - Corporate Controller
West Palm Beach, FL 33401 USI American Holdings, Inc.
Diana E. Burton Vice President - Investor Relations
c/o Jacuzzi Brands, Inc. Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1108
West Palm Beach, FL 33401
Brian C. Beazer Chairman, Beazer Homes USA, Inc.
c/o Jacuzzi Brands, Inc. Director of Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1108
West Palm Beach, FL 33401
Veronica Hagen Director of Jacuzzi Brands, Inc.
c/o Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100
West Palm Beach, FL 33401
John J. McAtee, Jr. Chairman, McAtee &Co., L.L.C.
c/o Jacuzzi Brands, Inc. Director of Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100
West Palm Beach, FL 33401
Claudia E. Morf Director of Jacuzzi Brands, Inc.
c/o Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100
West Palm Beach, FL 33401
Royall Victor III Retired Managing Director, Chase Securities Inc.
c/o Jacuzzi Brands, Inc. Director of Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100
West Palm Beach, FL 33401
Thomas Waldin Director of Jacuzzi Brands, Inc.
c/o Jacuzzi Brands, Inc.
777 S. Flagler Drive, Suite 1100.
West Palm Beach, FL 33401
Robert R. Womack Retired Chairman and Chief Executive Officer, Zurn
c/o Jacuzzi Brands, Inc. Industries, Inc.
777 S. Flagler Drive, Suite 1100 Director of Jacuzzi Brands, Inc..
West Palm Beach, FL 33401
10
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Schedule 13D. This Joint Filing Agreement shall be included as
an exhibit to such joint filing. In evidence thereof, each of the undersigned
being duly authorized, hereby execute this Agreement this 25th day of April,
2005.
JACUZZI BRANDS, INC.
f/k/a U.S. INDUSTRIES, INC.
By: /s/ Steven C. Barre
-------------------------------------
Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and Secretary
USI AMERICAN HOLDINGS, INC., successor
in interest to USI GLOBAL CORP.
By: /s/ Steven C. Barre
-------------------------------------
Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and Secretary
11
EXHIBIT 3
AGREEMENT AND RELEASE
This Agreement and Release (the "Agreement") is entered into by and
between JACUZZI BRANDS, INC. ("JBI") and SPEAR & JACKSON, INC. ("S&J"), who are
designated collectively as the "parties" to this Agreement.
WHEREAS, JBI and S&J are parties to a Stock Purchase Agreement dated
August 23, 2002, a Stockholders' Agreement dated September 6, 2002, a Letter
Agreement dated September 6, 2002 and a Registration Rights Agreement dated
September 6, 2002 (the three agreements are collectively referred to as the
"Agreements");
WHEREAS, S&J and JBI have agreed to terminate the Letter Agreement
dated September 6, 2002 and JBI has agreed to release S&J (but not Dennis
Crowley) from claims arising from the Agreements or other claims which JBI may
have or may have had against S&J.
NOW, THEREFORE, for good and valuable consideration, including the
mutual covenants contained herein, the parties hereto agree as follows:
1. S&J and JBI hereby terminate the Letter Agreement dated September 6,
2002 between JBI and S&J.
2. JBI and all of its predecessors and successors in interest, and its
past and present partners, officers, directors, employees, agents, and
representatives, in their individual and official capacities does hereby
release, remise, acquit, satisfy, and forever discharge S&J, and, with the
exception of Dennis Crowley, S&J's officers, directors, employees, agents, and
representatives, in their individual and official capacities, of and from all
actions, causes of
12
action, contributions, indemnities, apportionments, duties, debts, sums, suits,
doings, omissions, covenants, reckonings, contracts, controversies, agreements,
promises, commitments, damages, expenses, or attorneys fees whatsoever, in law
or in equity, which JBI has arising from the Agreements or any other claim
arising or existing between the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Release on the dates indicated below.
Dated: April 11, 2005 Dated: April 11, 2005
JACUZZI BRANDS, INC. SPEAR & JACKSON, INC.
/s/ Steven C. Barre /s/ Jack Harrington
----------------------------------- --------------------------------------
By: Steven C. Barre By: Jack Harrington
13
EXHIBIT 4
JACUZZI BRANDS, INC.
PLAN OF DISPOSITION
WHEREAS, the Finance Committee of the Board of Directors of Jacuzzi
Brands, Inc. has delegated the power and authority to the Chairman and Chief
Executive Officer to adopt and implement a plan of disposition with respect to
the Company's investment in the shares of Spear & Jackson, Inc. ("S&J") (the
"Investment"), subject, however, to the final approval of the terms of any such
disposition by the Board or the Finance Committee.
THE UNDERSIGNED hereby certifies the adoption of the following (the
"Plan"):
1. The Officers shall forthwith investigate the strategic alternatives
with respect to the sale of the Shares to an outside investor or investors.
2. The Officers shall take such actions as may be necessary and
appropriate to dispose of the Investment in its entirety at the fair value
thereof within one year from the date hereof.
3. The Officers are authorized and directed to engage investment
banking, legal and other advisors in furtherance hereof.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Adoption of the Plan on April 21, 2005.
/s/ Steven C. Barre
-----------------------------------------
Steven C. Barre