SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996 Commission File Number: 333-05581
GOLDEN BEAR GOLF, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 65-0680880
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11780 U.S. HIGHWAY ONE, NORTH PALM BEACH, FLORIDA 33408
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(561) 626-3900
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
- ------------------------------------ -----------------------------------------
Class A Common Stock, $.01 Par Value Nasdaq Stock Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K/A. [ ]
The aggregate market value of Class A Common Stock held by non-affiliates of the
Registrant as of March 7, 1997 was $36,006,673. The Registrant had outstanding
2,747,962 shares of Class A Common Stock (par value $.01 per share) and
2,760,000 shares of Class B Common Stock (par value $.01 per share) as of March
7, 1997.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of March 7, 1997 with
respect to the directors and executive officers of Golden Bear Golf, Inc. (the
"Company"). A summary of the background and experience of each of these
individuals is set forth after the table. The executive officers serve at the
discretion of the Company's Board of Directors.
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
Jack W. Nicklaus 57 Chairman of the Board
Richard P. Bellinger 45 President, Chief Executive Officer and Director
Mark F. Hesemann 44 Senior Vice President and Director
Thomas P. Hislop 40 Senior Vice President and Director
Jack P. Bates 37 Senior Vice President and Chief Financial Officer
Roger E. Birk 66 Director
Richard F. Chapdelaine 72 Director
John F. McGovern 50 Director
JACK W. NICKLAUS has served as the Chairman of the Board of the Company since
its inception in 1996. Mr. Nicklaus founded Golden Bear International, Inc.
("International"), the predecessor of the current Company in 1970 and has served
as Chairman of its Board since inception. Mr. Nicklaus, who has been a
professional golfer for over 35 years, continues to be one of professional
golf's most recognized players. Mr. Nicklaus also has over 25 years experience
as a golf course designer, having designed 138 courses in 23 countries. Mr.
Nicklaus received the Athlete of the Decade Award (1970-1979) from SPORTS
ILLUSTRATED magazine and the Golfer of the Century Award in 1988.
RICHARD P. BELLINGER has served as a member of the Company's Board of Directors
and as the Company's President and Chief Executive Officer since its inception
in 1996. Mr. Bellinger joined International in 1979 as Controller for the golf
course and real estate development areas of International. In 1981, he was
promoted to Treasurer, and in 1984, became International's Chief Financial
Officer. Mr. Bellinger was promoted to Chief Operating Officer of International
in 1985 and was named President in 1989.
MARK F. HESEMANN has served as a member of the Company's Board of Directors and
as a Senior Vice President of the Company, with primary responsibility for the
Company's Golf Division, since its inception in 1996. Mr. Hesemann joined
International in 1982 as Director of Marketing. He became Executive Vice
President of Jack Nicklaus Club Management, a division of International in 1984
and was named Vice President of International in 1985 with responsibility for
marketing of Jack Nicklaus Golf Services, the golf course design division of
International. He became General Manager of Jack Nicklaus Golf Services in 1986
and assumed the additional responsibility of Senior Vice President of
International in 1992. From October 1994 to January 1996, Mr. Hesemann served as
Managing Director in charge of all of International's business in Asia.
THOMAS P. HISLOP has served as a member of the Company's Board of Directors and
as a Senior Vice President of the Company, with primary responsibility for the
Company's Marketing Division, since its inception in 1996. Mr. Hislop joined
International in 1984 as Director of Marketing. Mr. Hislop became Vice President
of Marketing in 1985 with the responsibility for Jack Nicklaus' marketing and
endorsement relationships. Mr. Hislop was named General Manager of Jack Nicklaus
Marketing Services in 1986, Senior Vice President of International in 1992 and
member of International's Executive Committee in 1994.
1
<PAGE>
JACK P. BATES has served as a Senior Vice President and the Chief Financial
Officer of the Company since its inception in 1996. Mr. Bates joined
International in 1984. From 1985 to 1993, he served as Treasurer and became
Chief Financial Officer, Senior Vice President and an Executive Committee member
of International in 1993.
ROGER E. BIRK, a private investor, was elected to the Company's Board of
Directors in October, 1996. Mr. Birk served as the President of the Federal
National Mortgage Association ("Fannie Mae") from 1987 to 1992 and is currently
one of its Board members. Prior to his tenure at Fannie Mae, Mr. Birk served as
Chairman and a member of the Board of the International Securities Clearing
Corporation. He also served as Chairman of the Board and Chief Executive Officer
of Merrill Lynch & Company, Inc. from 1981 to 1984 and was named Chairman
Emeritus in 1985. In addition to Fannie Mae, Mr. Birk currently serves on the
Board of Directors of Penske Corporation, and Wellpoint Health Networks, Inc.
RICHARD F. CHAPDELAINE was elected to the Company's Board of Directors in
October, 1996. In 1966, Mr. Chapdelaine founded Chapdelaine & Company, a New
York-based securities firm where he currently serves as Chairman of the Board.
Mr. Chapdelaine is also Chairman of the Board of Chapdelaine Corporate
Securities & Company and serves on the Board of Directors of Long Island Savings
Bank and St. Francis Hospital.
JOHN F. MCGOVERN was elected to the Company's Board of Directors in October,
1996. Mr. McGovern currently serves as the Executive Vice President of Finance
and Chief Financial Officer of Georgia-Pacific Corporation. Mr. McGovern joined
Georgia-Pacific Corporation in 1981 as Vice President of Project Financing and
progressed through several executive level positions until his appointment to
his current position in 1995.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
directors, executive officers and holders of in excess of 10% of the Company's
Class A Common Stock file initial reports of ownership and reports of changes in
ownership of the Company's Class A Common Stock and other equity securities with
the Securities and Exchange Commission and the Nasdaq Stock Market. Directors,
executive officers and greater than 10% shareholders are required to furnish the
Company with copies of all Section 16(a) forms that they file. Based upon a
review of the copies of such reports furnished to the Company and written
representations from the Company's directors and executive officers that no
other reports were required, the Company believes that during 1996, the
Company's directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16(a) filing requirements, except that Mr.
Chapdelaine, who was appointed to the Company's Board of Directors on October
15, 1996, filed an amended report on Form 3 on February 7, 1997 reporting his
ownership of certain options to purchase 3,150 shares of the Company's Class A
Common Stock.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the annual
and long-term compensation paid or accrued by the Company during 1996 to Mr.
Nicklaus and the Company's four most highly compensated executive officers
(collectively, the "named executives").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(1)
LONG-TERM
COMPENSA-
ANNUAL COMPENSATION TION AWARDS
------------------------------------------- ---------------
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND SALARY BONUS COMPENSA- UNDERLYING COMPENSA-
PRINCIPAL POSITION ($) (2) ($) TION ($)(3) OPTIONS (#) TION ($) (4)
- --------------------- ----------- ----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Jack W. Nicklaus 125,000 --- --- --- 633
Chairman of the Board
Richard P. Bellinger 383,500 --- --- 96,000 15,397
President and Chief
Executive Officer
Mark F. Hesemann 198,333 --- 20,000 32,000 17,746
Senior Vice President
Thomas P. Hislop 198,333 --- --- 32,000 12,207
Senior Vice President
Jack P. Bates 141,333 --- --- 32,000 11,900
Senior Vice President
and Chief Financial
Officer
<FN>
- ----------------------------
(1) The amounts included under the captions "Annual Compensation" and "All
Other Compensation" are limited to those compensation related expenses for
the respective individuals that were allocated or charged directly to the
Company. Note that prior to the reorganization of the Company on August 1,
1996, the above named executives were employees of International and only a
portion of their total compensation was allocated to and included in the
historical financial statements of the Company. Only approximately 80% of
the respective total salaries earned by Messrs. Bellinger and Bates for the
first seven months of the year through August 1, 1996 are included in the
amounts under the column captioned "Salary." The remainder of the total
salaries attributable to Messrs. Bellinger and Bates for the period were
allocated and charged to International. Effective August 1, 1996, the
Company entered into employment agreements with Messrs. Nicklaus,
Bellinger, Hesemann, Hislop and Bates as discussed below.
(2) Pursuant to certain employment agreements effective August 1, 1996, Messrs.
Nicklaus, Bellinger, Hesemann, Hislop and Bates receive annual base
salaries of $125,000, $450,000, $210,000, $210,000 and $160,000,
respectively.
(3) The amount included in the "Other Annual Compensation" column for Mr.
Hesemann represents an allowance for certain foreign income taxes paid by
Mr. Hesemann during fiscal 1996.
(4) The amounts included in the "All Other Compensation" column represent
matching contributions made by the Company under the Company's 401(k) plan,
allowances for automobile related expenses, profit sharing contributions
and group term life insurance premiums paid on behalf of the named
executives.
</FN>
</TABLE>
3
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock options
granted to the named executives during fiscal 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
--------------------------------------------------------------------- ---------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) (2) FISCAL YEAR ($ PER SHARE) DATE 5% ($) 10% ($)
- ----------------------- ---------------- --------------- --------------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Richard P. Bellinger 96,000 26.2% 16.00 7/31/06 965,982 2,447,988
Mark F. Hesemann 32,000 8.7% 16.00 7/31/06 321,994 815,996
Thomas P. Hislop 32,000 8.7% 16.00 7/31/06 321,994 815,996
Jack P. Bates 32,000 8.7% 16.00 7/31/06 321,994 815,996
<FN>
- -----------------------
(1) As required by the rules promulgated by the Securities and Exchange
Commission, potential realizable values are based on the prescribed
assumption that the Company's Class A Common Stock will appreciate in value
from the date of grant to the end of the option term at rates (compounded
annually) of 5% and 10%, respectively, and therefore are not intended to
forecast possible future appreciation, if any, in the price of the
Company's Class A Common Stock. The assumed annual rates of appreciation of
5% and 10% would result in the price of the Company's Class A Stock
increasing to $26.06 and $41.50, respectively, over the 10 year term of the
options granted above.
(2) These options, which were issued pursuant to certain employment agreements
with the Company effective August 1, 1996, vest in increments of 30% each
year on the grant anniversary date for the first three years. The final 10%
of such options vest over the remaining initial terms of the respective
employment agreements, which provided for initial terms ranging from three
and one half years to five years.
</FN>
</TABLE>
FISCAL YEAR END OPTION VALUES
None of the stock options issued by the Company to the named executives were
exercisable during fiscal 1996 and accordingly, no stock options were exercised
by such individuals during the last fiscal year. The following table sets forth
certain information regarding the number of unexercised stock options held by
the named executives as of December 31, 1996.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
EXERCISABLE (E)/ EXERCISABLE (E)/
NAME UNEXERCISABLE (U) UNEXERCISABLE (U)
- ------------------------ ----------------------- -----------------------
Richard P. Bellinger 96,000 U --- U
Mark F. Hesemann 32,000 U --- U
Thomas P. Hislop 32,000 U --- U
Jack P. Bates 32,000 U --- U
4
<PAGE>
COMPENSATION OF DIRECTORS
Directors of the Company who are also employees of the Company do not receive
fees or retainers for serving as directors. Each non-employee director is
entitled to receive $20,000 per year for his services as a director plus
reimbursement of travel expenses to board and committee meetings. Each
non-employee director is also entitled to receive $1,000 per quarter for their
participation on the audit committee and compensation committee of the Company's
Board of Directors. In addition, non-employee directors are automatically
granted non-qualified options each year to purchase 1,000 shares of the
Company's Class A Common Stock on the first business day following the Company's
annual meeting of shareholders. Such options are granted with an exercise price
equal to the fair market value of the stock on the date of grant and have a term
of ten years.
EMPLOYMENT AGREEMENTS
Upon the closing of the initial public offering of its Class A Common Stock, the
Company entered into employment agreements, effective August 1, 1996, with
Messrs. Nicklaus, Bellinger, Hesemann, Hislop and Bates.
The employment agreement with Mr. Nicklaus provides for an annual base salary of
$125,000, subject to annual increases as determined by the compensation
committee of the Company's Board of Directors, which is comprised entirely of
non-employee directors ("Compensation Committee"). Under the terms of the
agreement, the Company has agreed to employ Mr. Nicklaus for a period of five
years, which period is automatically extended for additional one year periods
until the employment agreement is terminated by the Company or Mr. Nicklaus. In
addition to the time associated with serving as the Chairman of the Board of the
Company, Mr. Nicklaus is required to spend a maximum of ten days performing
personal services or making appearances in connection with the Company's
licensing arrangements and marketing partnerships. Compensation for any
additional days in which Mr. Nicklaus agrees to provide such personal services
or appearances on behalf of the Company is to be mutually agreed upon by the
Company and Mr. Nicklaus on a case-by-case basis. Pursuant to his employment
agreement, Mr. Nicklaus is also entitled to receive options to purchase 65,000
shares of Class A Common Stock each year, for a period of four years, commencing
on August 1, 1997. The options will be immediately exercisable upon grant, will
expire in 2006 and will have a per share price equal to the fair market value on
the date of grant. In the event of Mr. Nicklaus' death, Mr. Nicklaus' heirs will
be entitled to continue to receive the stock options which Mr. Nicklaus would
have been entitled to receive under the employment agreement.
Pursuant to their respective employment agreements, the annual base salaries of
Messrs. Bellinger, Hesemann, Hislop and Bates for services provided to the
Company are $450,000, $210,000, $210,000 and $160,000, respectively, subject in
each case to annual increases as determined by the Compensation Committee. The
respective employment agreements also provide for the payment of annual
performance-based additional bonus compensation equal to a percentage of such
executive's base salary, based on the achievement by the Company and the
executive of certain pre-established performance objectives. Under the terms of
the respective agreements, the Company has agreed to employ Messrs. Bellinger,
Hesemann, Hislop and Bates for periods extending through September 30, 2001,
March 31, 2001, September 30, 2000 and March 31, 2000, respectively. Such
initial employment terms are automatically extended for additional two-year
periods until the respective employment agreements are terminated by the Company
or the executive.
The terms of the respective employment agreements also provide that if Messrs.
Bellinger, Hesemann, Hislop or Bates are terminated by the Company without
"cause," as defined, or if the Company does not renew their employment upon the
expiration of the original term or any renewal term thereof, such executives
will be entitled to continue to be paid for the greater of the remainder of
their current employment term or two years. The annual amounts payable under
such provision include the base salary in effect at the time of termination and
an amount equal to the additional bonus compensation paid in the most recent
fiscal year prior to termination. In addition, such executives would be entitled
to receive health insurance benefits for themselves and their families for a
period of 18 months. If an executive's employment is terminated for any of the
reasons listed above within one year of a change of control of the Company, such
executive will be entitled to receive all of the amounts described above in a
lump sum cash payment. If any of the executives are terminated for cause or
resigns, the payment of salary and additional compensation will cease.
5
<PAGE>
The respective employment agreements require that Messrs. Hesemann and Hislop
devote their full business time to providing services exclusively to the
Company. Messrs. Bellinger and Bates are required to dedicate at least 80% of
their business time to providing services to the Company. The remainder of
Messrs. Bellinger's and Bates' business time may be spent on management of other
entities, including those controlled by Mr. Nicklaus. Each employee agreement
also contains certain provisions with respect to confidentiality and
non-competition.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the reorganization of the Company on August 1, 1996, the Company had no
separate compensation committee or other board committee performing equivalent
functions. During this period, the Company's Board of Directors carried out this
function, with each of the directors of the Company participating in
deliberations concerning executive compensation. In October 1996, the Company
elected three outside non-employee directors and appointed them as the sole
members of the newly created Compensation Committee. Commencing with the
appointment of these outside directors, comprised of Messrs. Birk, Chapdelaine
and McGovern, the Compensation Committee was represented entirely by
non-employee directors during the remainder of fiscal 1996.
6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock as of
March 7, 1997 by (i) each person or entity who is the beneficial owner of five
percent or more of the outstanding shares of Class A Common Stock or Class B
Common Stock, (ii) each director and named executive officer of the Company and
(iii) all directors and executive officers of the Company as a group. Unless
otherwise noted, the business address of each five percent holder, director or
named executive officer listed below is the Company's corporate address. As
described in the notes to the table, voting and/or investment power with respect
to certain shares of Common Stock is shared by the named executives.
Consequently, such shares may be shown as beneficially owned by more than one
person.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
----------------------------------------- TOTAL VOTING
NUMBER OF NUMBER OF POWER OF
SHARES OF CLASS A SHARES OF CLASS B OUTSTANDING
COMMON STOCK COMMON STOCK COMMON
BENEFICIAL OWNER OWNED OWNED(1) STOCK(2)
- ------------------------------------------------ ------------------ ------------------ ---------------
<S> <C> <C> <C>
Jack W. Nicklaus(3)(5)(10) 240,000 2,760,000 91.7%
Golden Bear International, Inc.(4) --- 1,320,000 43.5%
Richard P. Bellinger and Barbara B.
Nicklaus, as co-trustees(5) --- 573,600 18.9%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109(6)(9) 193,100 --- *
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010(7)(9) 152,000 --- *
State Street Research & Management Co.
One Financial Center, 30th Floor
Boston, Massachusetts 02111(8)(9) 152,000 --- *
Richard P. Bellinger(5)(10) 120,000 --- *
Mark F. Hesemann(10) 40,000 --- *
Thomas P. Hislop(10) 40,000 --- *
Jack P. Bates(10) 40,000 --- *
Roger E. Birk 2,000 --- *
Richard F. Chapdelaine 3,150 --- *
John F. McGovern 3,000 --- *
All directors and executive officers as
a group (8 persons)(3)(5)(10) 248,150 2,760,000 91.8%
<FN>
- ------------------------------------------------
* Represents less than 1% of the total.
7
<PAGE>
(1) The shares of Class B Common Stock are identical to the shares of Class A
Common Stock in all respects, except for voting rights and certain
conversion rights and transfer restrictions. While each share of Class A
Common Stock entitles the holder to one vote on each matter submitted to a
vote of the Company's shareholders, each share of Class B Common Stock
entitles the holder to ten votes on each such matter, including the
election of directors. Each share of Class B Common Stock is convertible at
the option of the holder into one share of Class A Common Stock and is
automatically converted into a share of Class A Common Stock upon the
transfer to a person who is not a Nicklaus Family Member, as defined, or if
the total number of shares of Class B Common Stock is less than 20% of the
aggregate number of shares of Common Stock outstanding on the record date
of any shareholders meeting.
(2) The calculation of the percent of total voting power of outstanding Common
Stock is based on the respective number of shares of Class A Common Stock
and Class B Common Stock outstanding as of March 7, 1997, at which date
there were 2,747,962 shares of Class A Common Stock and 2,760,000 shares of
Class B Common Stock outstanding. Each share of Class B Common Stock
entitles the holder to ten votes.
(3) Includes the 573,600 shares of Class B Common Stock held in family trusts
for the benefit of Mr. Nicklaus' children, and the 240,000 shares of Class
A Common Stock pledged to Mr. Nicklaus by Messrs. Bellinger, Hesemann,
Hislop and Bates as to which Mr. Nicklaus disclaims beneficial ownership.
Also includes the 1,320,000 shares of Class B Common Stock owned of record
by International.
(4) Mr. Nicklaus is the Chairman of the Board and the beneficial owner of the
controlling interest in International and, accordingly, is deemed to
beneficially own all such shares.
(5) All 573,600 shares of Class B Common Stock are held by Mr. Bellinger and
Mrs. Nicklaus as co-trustees of trusts for the benefit of Mr. And Mrs.
Nicklaus' children. Mr. Bellinger and Mrs. Nicklaus disclaim beneficial
ownership of such shares. All of these shares are subject to a
shareholders' agreement with Mr. Nicklaus which, among other things, grants
to Mr. Nicklaus the right to vote all such shares and imposes certain
limitations on the transfer of such shares. Certain of these shares are
pledged to Mr. Nicklaus to secure loans made by Mr. Nicklaus to each of the
trusts. These pledged shares are subject to further restrictions
prohibiting the sale or other disposition of any such shares for a two year
period ending in July, 1998.
(6) Total shares beneficially owned reflect 193,100 shares to which Wellington
Management Company, LLP ("Wellington") exercises shared investment power
and 51,800 shares to which it has shared voting power. Wellington does not
exercise sole voting power or sole investment power with respect to any
such shares.
(7) Total beneficially owned shares are comprised of 152,000 shares to which
Metropolitan Life Insurance Company has both sole voting power and sole
investment power.
(8) Total shares beneficially owned represent 152,000 shares to which State
Street Research & Management Company has both sole voting power and sole
investment power.
(9) The number of shares beneficially owned are based upon the most recent Form
13G filed with the Securities and Exchange Commission.
(10) All such shares are pledged to Mr. Nicklaus to secure loans made by Mr.
Nicklaus to such individuals. All of these shares are also subject to
shareholder agreements with Mr. Nicklaus, prohibiting each of Messrs.
Bellinger, Hesemann, Hislop and Bates from, without the consent of Mr.
Nicklaus, selling or otherwise disposing of any such shares for a two-year
period ending in July 1998, granting Mr. Nicklaus the right to vote all of
such shares until such shares are sold or transferred to a third party and
imposing certain limitations on the transfer of such shares. Mr. Nicklaus
disclaims beneficial ownership of such shares.
</FN>
</TABLE>
8
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
REORGANIZATION
The Company, its shareholders, Golden Bear Golf Centers, Inc. ("Golf Centers"),
Paragon Golf Construction, Inc. ("Paragon") (collectively, the "Constituent
Companies"), International and certain other affiliates entered into a
reorganization agreement in connection with the Company's initial public
offering on August 1, 1996. Pursuant to the agreement, the Company acquired all
of the outstanding common stock of the Constituent Companies in exchange for
240,000 shares of its Class A Common Stock and 1,428,000 shares of its Class B
Common Stock. In addition, the Company acquired certain assets and assumed
certain liabilities of International in exchange for 1,332,000 shares of its
Class B Common Stock. The transaction was accounted for on an historical cost
basis in a manner similar to a pooling of interests as the Company and the
Constituent Companies had common stockholders and management.
Prior to the reorganization of the Company, Messrs. Bellinger, Hesemann, Hislop
and Bates acquired certain shares of the outstanding capital stock of Golf
Centers for an aggregate purchase price of $600,000. Pursuant to the
reorganization, Messrs. Bellinger, Hesemann, Hislop and Bates received an
aggregate of 240,000 shares of the Company's Class A Common Stock in exchange
for their shares in Golf Centers. All such shares acquired pursuant to the
reorganization are pledged to Mr. Nicklaus to secure loans made by Mr. Nicklaus
to such individuals to fund their purchase of shares in Golf Centers. All of
such individuals have entered into a management shareholders' agreement with Mr.
Nicklaus and the Company pursuant to which they assigned to Mr. Nicklaus the
right to vote all the shares acquired in the reorganization at Mr. Nicklaus's
discretion until such shares are sold or transferred to a third party. The
management shareholders' agreement also prohibits any of Messrs. Bellinger,
Hesemann, Hislop or Bates from, without the consent of Mr. Nicklaus, selling,
disposing or otherwise transferring any such shares for a period of two years
ending July, 1998. In addition, each of Messrs. Bellinger, Hesemann, Hislop and
Bates granted to Mr. Nicklaus a right of first offer to purchase the shares of
Class A Common Stock which he intends to sell or transfer to any person or other
outside party who is not a holder of Class B Common Stock. Any shares not
purchased pursuant to the right of first offer may be sold at or above the price
offered to Mr. Nicklaus.
Certain trusts established for the benefit of Mr. and Mrs. Nicklaus' children
also acquired shares of the outstanding capital stock of Golf Centers
immediately prior to the reorganization of the Company for an aggregate purchase
price of $900,000. In connection with the reorganization, such trusts received
an aggregate of 573,600 shares of the Company's Class B Common Stock in exchange
for their shares in Golf Centers. All such shares acquired in connection with
the reorganization are pledged to Mr. Nicklaus to secure loans made by Mr.
Nicklaus to such trusts to fund their purchase of shares in Golf Centers. Such
trusts are prohibited from selling, disposing or otherwise transferring any such
shares for a period of two years ending July, 1998.
Mr. Nicklaus, International, the Nicklaus family trusts and the Company entered
into a registration rights agreement, pursuant to which each of Mr. Nicklaus,
International and the Nicklaus family trusts has the right to demand that their
respective shares of Class A Common Stock (including Class A Common Stock issued
upon conversion of Class B Common Stock) be registered for sale pursuant to the
requirements of the Securities Act of 1933, up to three times, subject to
certain defined rights of the Company. Additionally, Messrs. Bellinger,
Hesemann, Hislop and Bates entered into a registration rights agreement,
pursuant to which each of them will have the right, at any time during the
period until two years after repayment of the loans from Mr. Nicklaus, to cause
the Company to file a registration statement for the proposed sale from time to
time of all or any portion of their shares of Class A Common Stock acquired
pursuant to the reorganization. Each of the foregoing parties also have an
unlimited number of piggyback registration rights in respect of their shares.
ARRANGEMENTS WITH INTERNATIONAL
As described above, various businesses and operations were contributed to the
Company in the reorganization by International and its affiliates. Mr. Nicklaus,
who founded International in 1970, is the principal shareholder of International
and is also the Chairman of the Board of the Company, as well as the principal
shareholder of the Company.
9
<PAGE>
Pursuant to a trademark license agreement, International has granted the Company
a royalty-free, indefinite, exclusive right, subject to certain exceptions, to
utilize and sublicense all major trademarks, tradenames and service marks owned
or developed by International, including the GOLDEN BEAR, NICKLAUS and JACK
NICKLAUS trademarks (collectively, the "Licensed Marks") and the right, subject
to the approval of International, to obtain the registration of additional
trademarks and service marks deemed by the Company to be necessary or prudent to
the maintenance and future expansion of its businesses. International also
granted the Company the right to use the name, likeness, nickname, biographical
data and other identifying characteristics of Jack Nicklaus in connection with
the advertising, promotion, sale or rendering of the Company's products or
services throughout the world. International has retained the exclusive right to
utilize and license any of the Licensed Marks in connection with and limited to
its continuing businesses (such businesses being hereinafter referred to as the
"Retained Businesses"), which are limited to (i) golf course design and
consulting; (ii) residential community development; (iii) sponsorship, promotion
and management of golf tournaments; (iv) daily fee golf course development; (v)
the manufacture and marketing of golf clubs and equipment; (vi) the creation,
production and marketing of golf and other sporting events; (vii) the creation,
development, editing and distribution of books, articles and print media
creative works including audiovisual media programming and properties including
video games; and (viii) a membership club offering golf improvement tips.
Pursuant to the trademark license agreement, in the event International decides
to assign, transfer or otherwise convey its legal title and ownership interest
in any of the Licensed Marks, International must first offer to transfer such
interests to the Company for nominal consideration, subject to International's
exclusive rights with respect to the Retained Businesses. In the event
International desires to negotiate with any third party to (i) assign, convey or
transfer its ownership interest in or to license substantially all of its
beneficial interest in the right to license and utilize any part of the Licensed
Marks in connection with the Retained Businesses or (ii) otherwise divest itself
of all or substantially all of the assets, equity holdings or business
opportunities relating to any of the Retained Businesses, International has
agreed to enter into good faith negotiations with the Company for a period of
sixty days for the acquisition by the Company of any such rights, assets or
businesses which International desires to transfer to third parties.
The term of the Company's trademark license is initially for a period of thirty
years but is renewable by the Company for additional ten-year periods thereafter
and may only be terminated by International, after notice, in the event the
Company abandons its use of all or substantially all of the Licensed Marks in
all or substantially all of the countries where the Company has the right to use
the Licensed Marks or materially breaches the license agreement or following a
material breach by the Company after notice and an opportunity to cure and
following the completion of arbitration. In the event that an arbitrator
determines that there has been a material breach, the Company will be afforded
an additional opportunity to cure the breach or, if such breach is not subject
to cure and the arbitrator has determined actions or payments which would
appropriately ameliorate such breach, an additional period of time to do so. The
Company may transfer its rights under the license agreement, without the consent
of International, by assignment or by operation of law, to any entity which
acquires all or substantially all of the Company's licensing business and which
agrees in writing to accept and be bound by all of the terms and conditions of
the agreement to the extent such undertaking is not made by operation of law.
Pursuant to an office sharing agreement, the Company subleases its corporate
office facilities from International. The sublease commenced on August 1, 1996
and expires in January, 2000. Rent due under the sublease is calculated based on
the estimated percentage of total leased space that is utilized by the Company.
The sublease requires minimum annual payments of approximately $575,000, and the
rent expense incurred under such sublease during fiscal 1996 was $248,862.
In connection with the sublease, the Company also entered into an office staff
sharing agreement which provides for the sharing of the services of certain
specifically identified office staff and personnel that can effectively serve
the needs of both organizations. During fiscal 1996, a total of $255,000
attributable to payroll and related costs associated with such shared employees
was allocated to International.
In addition, the Company maintains certain office space in Singapore that is
shared with International. During fiscal 1996, a total of $277,818 of costs
associated with maintaining such facilities was allocated to International.
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Under the terms of a personal services management agreement, International and
Mr. Nicklaus have retained the Company as the exclusive manager and
representative to market the personal endorsement services of Mr. Nicklaus as a
celebrity and corporate spokesman to outside third parties throughout the world.
As compensation for services provided in this capacity, the Company is generally
entitled to 30% of the personal endorsement fees received by Mr. Nicklaus under
any contract or arrangement existing as of August 1, 1996 or any renewal thereof
during the term of the agreement and a percentage to be negotiated (but in no
event less than 20%) of all such revenues under any new contract signed
thereafter. Revenues earned by the Company during fiscal 1996 in this capacity
totaled $643,587.
Pursuant to a design services marketing agreement, the Company markets golf
course designs worldwide for Nicklaus Design, the golf course design division of
International. The Company generally receives 10% of the gross design fees
collected by International. Commissions earned by the Company during fiscal 1996
for these services totaled $1,281,326.
The Company began managing a golf course facility owned by International during
1996 for which it earned revenues of $75,000 during fiscal 1996. Also during
fiscal 1996, the Company purchased certain golf equipment used for promotional
purposes totaling $74,337 from Nicklaus Golf Equipment, LC, a company controlled
by Mr. Nicklaus.
As of December 31, 1996, the Company had a net receivable balance due from
International in the amount of $843,235. Such balance was comprised primarily of
International's allocable portion of certain costs associated with maintaining
shared office space in Singapore, together with reimbursements for certain legal
expenses and commissions on specific design related revenues collected by
Nicklaus Design. The balance also included amounts owed by International in
connection with the reimbursement of certain allocated payroll and other costs
which are paid by the Company.
In April 1994, Paragon entered into a fixed price contract to construct a
certain golf course located in Middle Smithfield Township, Pennsylvania on which
the design work was to be performed by Nicklaus Design. Pursuant to the
agreements among Paragon, Nicklaus Design and the owner of the project, a
portion of the compensation payable by the owner was represented by certain
contingent compensation payable to Nicklaus Design based on a share of the golf
club membership sales that were to be generated upon completion of the project.
In September 1996, Paragon received a change order aggregating $750,000 for
certain additional services and contract extras to be provided in addition to
the original fixed price services previously agreed to. Such additional work was
requested in order to enhance the quality of the project so that the finished
product would meet the standards of Nicklaus Design and Jack Nicklaus as
designers of the golf course. Under the terms of the change order, $750,000 is
payable by the owner of the project to Paragon in a lump sum on or before
December 31, 1997. In connection with the foregoing agreement by the owner,
Nicklaus Design has agreed to grant the owner a $750,000 credit against the
total contingent compensation Nicklaus Design would otherwise be entitled to
receive from golf club membership sales.
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Certain of the Company's named executives, Messrs. Nicklaus, Bellinger and Bates
provide services in various capacities to International and its affiliates on an
ongoing basis. During fiscal 1996, Mr. Nicklaus received a salary of $675,000
for services rendered to International and its affiliates. Under the terms of
their respective employment agreements, Messrs. Bellinger and Bates are required
to dedicate at least 80% of their business time to the Company. The remainder of
their business time may be spent on management of other entities, including
International. During fiscal 1996, Messrs. Bellinger and Bates received salaries
of $124,000 and $35,333, respectively, for their services performed on behalf of
International and it affiliates. Such compensation for Messrs. Nicklaus,
Bellinger and Bates was charged entirely to International and is not reflected
in the Company's consolidated financial statements for fiscal 1996.
During fiscal 1996, Messrs. Bellinger, Hesemann, Hislop and Bates each were also
paid $200,000 by International representing deferred compensation that had been
accrued for services performed in previous years prior to fiscal 1996. Such
deferred compensation had been charged to the operations of International in
previous years, and accordingly, none of the expense associated with such
deferred compensation has been reflected in the historical financial statements
of the Company.
INDEBTEDNESS TO MR. NICKLAUS
In June 1996, Mr. Nicklaus provided a bridge loan of approximately $1.6 million
to Golf Centers, the proceeds of which were used to fund the acquisition of the
Cool Springs Golf Center. The loan was evidenced by a demand promissory note,
with interest at the Federal Mid-Term annual interest rate in effect at the time
the note was executed. The bridge loan was repaid in full in August 1996 from
the proceeds of the initial public offering.
ACQUISITION OF EAST COAST FACILITIES
In September 1996, the Company purchased East Coast Facilities (comprised of an
existing Golden Bear Golf Center located in Columbus, Ohio and a Golden Bear
Golf Center in Fort Lauderdale, Florida which commenced operations in November,
1996) for approximately $5.9 million, of which $5.3 million was paid in cash at
the closing and $600,000 was evidenced by certain promissory notes. The $5.3
million paid at closing was funded from the proceeds of the Company's initial
public offering. The promissory notes are non-interest bearing and are secured
by certain property and equipment. The purchase price of the acquisition was
based on the projected return on the project as determined by the Company's
investment committee, which is comprised of certain senior executive officers of
the Company.
In connection with the acquisition, the Company issued certain principals of
East Coast Facilities options to purchase 37,500 shares of its Class A Common
Stock which fully vested on the date of acquisition. Such options are
exercisable at any time prior to their expiration in August 1997 and any
proceeds from the exercise of the options must be used to repay an equal amount
of principal under the promissory notes. Any remaining outstanding principal
balance on the notes is due in September 1997. At December 31, 1996, the
outstanding principal on these notes was $267,008.
Mr. Chapdelaine, who was elected to the Company's Board of Directors in October
1996, is one of the former shareholders of East Coast Facilities. In connection
with the acquisition, he received options to purchase 3,150 shares of the
Company's Class A Common Stock, which he exercised in January, 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, on April 25, 1997.
GOLDEN BEAR GOLF, INC.
By: /s/ RICHARD P. BELLINGER
-------------------------------------
Richard P. Bellinger
President and Chief Executive Officer
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