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, 1997 Commission File Number: 0-21089
GOLDEN BEAR GOLF, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 65-0680880
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11780 U.S. HIGHWAY ONE, NORTH PALM BEACH, FLORIDA 33408
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(Address of principal executive offices) (Zip Code)
(561) 626-3900
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of class)
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/A or any
amendment to this Form 10-K/A. [X]
The aggregate market value of Class A Common Stock held by non-affiliates of the
Registrant as of March 6, 1998 was $21,798,980. The Registrant had outstanding
2,744,962 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
6, 1998.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of March 6, 1998 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.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Jack W. Nicklaus 58 Chairman of the Board
Richard P. Bellinger 46 President, Chief Executive Officer and Director
Stephen S. Winslett 46 Senior Vice President and Chief Financial Officer
Thomas P. Hislop 41 Senior Vice President and Director
Roger E. Birk 67 Director
Richard F. Chapdelaine 73 Director
John F. McGovern 51 Director
</TABLE>
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"), a predecessor of the 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 147 courses in 24 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. Because Mr. Bellinger currently devotes
all of his efforts exclusively to the Company, he no longer serves as an officer
of International.
STEPHEN S. WINSLETT joined the Company in October 1997 as Senior Vice President
and Chief Financial Officer. Mr. Winslett is responsible for all financial
matters of the Company. Prior to his employment with the Company, Mr. Winslett
was Vice President of Finance and Administration for the North American
operations of The Albert Fisher Group PLC, a multinational corporation listed on
the London Stock Exchange.
THOMAS P. HISLOP has served as a member of the Company's Board of Directors and
as a Senior Vice President of the Company since its inception in 1996. Mr.
Hislop has primary responsibility for the Company's Consumer Division. 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 a member of International's Executive Committee in 1994. Because Mr.
Hislop currently devotes all of his efforts exclusively to the Company, he no
longer serves as an officer of International.
1
<PAGE>
ROGER E. BIRK, a private investor, has served as a member of the Company's Board
of Directors since 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, Wellpoint Health Networks, Inc.,
Mutual of America Capital and is a life trustee of the University of Notre Dame.
RICHARD F. CHAPDELAINE has served as a member of the Company's Board of
Directors since 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, serves on the Board of Directors of Long Island
Savings Bank and is a former Board member of St. Francis Hospital.
JOHN F. MCGOVERN has served as a member of the Company's Board of Directors
since 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 1997, the
Company's directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16(a) filing requirements.
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 1997 and 1996
to Mr. Nicklaus and the Company's five most highly compensated executive
officers (collectively, the "named executives"), including one who no longer
served as an executive officer at December 31, 1997 and a second who resigned
effective January 1, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------- -----------
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND YEAR SALARY BONUS COMPENSA- UNDERLYING COMPENSA-
PRINCIPAL POSITION (1) ($)(2) ($) TION($)(3) OPTIONS(#) TION($)(4)
- ---------------------------- -------- ----------- ---------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jack W. Nicklaus 1997 125,000 --- --- 65,000 ---
Chairman of the Board 1996 125,000 --- --- --- 633
Richard P. Bellinger 1997 450,000 --- --- 30,000 24,072
President and Chief 1996 383,500 --- --- 96,000 15,397
Executive Officer
Stephen S. Winslett(5) 1997 38,889 --- --- 30,000 10,614
Senior Vice President 1996 --- --- --- --- ---
and Chief Financial
Officer
Thomas P. Hislop 1997 210,000 --- --- 18,400 12,282
Senior Vice President 1996 198,333 --- --- 32,000 12,207
Mark F. Hesemann(6) 1997 210,000 --- --- --- 17,670
Senior Vice President 1996 198,333 --- 20,000 32,000 17,746
Jack P. Bates(7) 1997 133,333 --- --- --- 11,980
Former Senior Vice 1996 141,333 --- --- 32,000 11,900
President and Chief
Financial Officer
</TABLE>
- ----------------------------
(1) The amounts presented for 1996 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, with the exception of Mr. Winslett,
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 seven months ended
August 1, 1996 are included in the 1996 amounts presented under the column
captioned "Salary." The remainder of the total salaries attributable to
Messrs. Bellinger and Bates for such period were allocated and charged to
International. Effective August 1, 1996, the Company entered into
employment agreements with Messrs. Nicklaus, Bellinger, Hislop, Hesemann
and Bates as discussed below.
(2) The Company entered into certain employment agreements effective August 1,
1996 that provided for annual base salaries of $125,000, $450,000,
$210,000, $210,000 and $160,000 for Messrs. Nicklaus, Bellinger, Hislop,
Hesemann and Bates, respectively. Effective January 1, 1998, the
Compensation Committee of the Company's Board of Directors authorized an
increase in the annual base salary of Mr. Bellinger to $500,000.
(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.
3
<PAGE>
(4) The amounts included in the "All Other Compensation" column represent
allowances for automobile related expenses, matching contributions made by
the Company under the Company's 401(k) plan and group term life insurance
premiums paid on behalf of the named executives. In addition, the amount
presented for Mr. Winslett includes $9,333 representing reimbursement of
moving expenses in connection with his relocation to West Palm Beach,
Florida during 1997.
(5) Mr. Winslett's employment with the Company began on October 22, 1997. His
employment arrangement with the Company provides for an annual base salary
of $200,000.
(6) In connection with an organizational restructuring, Mr. Hesemann resigned
from the Company on January 1, 1998 and joined International as Senior Vice
President with responsibility for the marketing of Nicklaus Design golf
courses. Further discussion regarding the restructuring is included herein
under the caption "Arrangements With International" included under Item 13.
Certain Relationships and Related Transactions.
(7) Effective October 22, 1997, Mr. Bates resigned from the Company and joined
International as its Chief Operating Officer. The annual base salary paid
to him by the Company for 1997 was pro-rated through the date of his
resignation.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock options
granted to the named executives during fiscal 1997 under the Company's 1996
Stock Option Plan ("Option Plan").
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
-------------------------------------------------------------- --------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($ PER SHARE) DATE 5% ($) 10% ($)
- ----------------------- ----------- --------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jack W. Nicklaus 65,000 17.0% 10.875 8/1/06 389,720 959,899
Richard P. Bellinger(2) 30,000 7.8% 8.000 12/30/07 150,935 382,498
Stephen S. Winslett 30,000 7.8% 12.750 10/21/07 240,552 609,606
Thomas P. Hislop(2) 18,400 4.8% 8.000 12/30/07 92,573 234,599
</TABLE>
- -----------------------
(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 $8.00 per share price of the Company's Class
A Stock at December 31, 1997 increasing to $13.03 and $20.75, respectively,
over the 10 year term of the options granted above.
(2) These options, which were issued on December 31, 1997, vest in annual
increments from the date of grant, as follows: (i) the first 500 vest in
one year, (ii) the second 500 vest in two years, (iii) 50% of the remaining
balance vests in three years, (iv) 50% of the then remaining balance vests
in four years, and (v) the remaining options vest in five years.
4
<PAGE>
FISCAL YEAR END OPTION VALUES
None of the stock options issued by the Company to the named executives were
exercised during fiscal 1997. The following table sets forth certain information
regarding the number of unexercised stock options held by the named executives
as of December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 (#) DECEMBER 31, 1997 ($)
--------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------------------------------- ---------------------------------
<S> <C> <C>
Jack W. Nicklaus 65,000 --- --- ---
Richard P. Bellinger 28,800 97,200 --- ---
Stephen S. Winslett --- 30,000 --- ---
Thomas P. Hislop 9,600 40,800 --- ---
Mark F. Hesemann 9,600 22,400 --- ---
Jack P. Bates 9,600 22,400 --- ---
</TABLE>
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 his
participation on the Audit Committee and Compensation Committee of the Company's
Board of Directors. Pursuant to the Option Plan, 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, Hislop, Hesemann 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. 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
are immediately exercisable upon grant, expire in 2006 and 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.
5
<PAGE>
The initial employment agreements with Messrs. Bellinger, Hislop, Hesemann and
Bates provided for annual base salaries for services provided to the Company of
$450,000, $210,000, $210,000 and $160,000, respectively, subject in each case to
annual increases as determined by the Compensation Committee of the Company's
Board of Directors. Effective January 1, 1998, the Compensation Committee
authorized an increase in the annual base salary of Mr. Bellinger to $500,000.
On October 22, 1997, Mr. Bates resigned from the Company upon his appointment as
Chief Operating Officer of International. Pursuant to an organizational
restructuring, Mr. Hesemann resigned from the Company effective January 1, 1998
upon his appointment as Senior Vice President of International.
Under the terms of the respective agreements, the Company has agreed to employ
Messrs. Bellinger and Hislop for periods extending through September 30, 2001
and September 30, 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
or Hislop 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.
The terms of the initial employment agreement with Mr. Bellinger required that
he dedicate at least 80% of his business time to providing services to the
Company and provided that the remainder of his business time could be spent on
management of other entities, including those controlled by Mr. Nicklaus.
However, effective January 1, 1998, this arrangement was modified to provide
that Mr. Bellinger will now be required to devote at least 90% of his business
time to providing services to the Company.
Mr. Winslett joined the Company on October 22, 1997 at an annual base salary of
$200,000, subject to annual increases as determined by the Compensation
Committee. In the event that his employment is terminated due to death,
disability or "wrongful termination," as defined, Mr. Winslett or his heirs will
be entitled to receive his annual base compensation and health insurance
benefits for himself and his family for a period of one year, together with a
pro-rata portion of the amount of any additional bonus compensation that he
would otherwise have been entitled to during the year of such termination. If a
wrongful termination occurs within one year of a "change of control," as
defined, the total compensation due, attributable to his base annual salary and
any additional bonus compensation, is payable in a lump sum within 30 days after
such termination, and Mr. Winslett will be entitled to receive health insurance
benefits for himself and his family for a period of one year.
The Company's employment arrangements with Messrs. Bellinger, Hislop and
Winslett 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. During fiscal 1997, the Company did not pay any amounts
attributable to such performance-based compensation. Each employment agreement
also contains certain provisions with respect to confidentiality and
non-competition.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the Company's initial public offering 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. With the
appointment of Messrs. Birk, Chapdelaine and McGovern, the Compensation
Committee was comprised entirely of non-employee directors during fiscal 1997.
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 6, 1998 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. The
business address of each five percent holder, director and 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(2) STOCK(1)
- ------------------------------------------------ ------------------ ------------------ ---------------
<S> <C> <C> <C>
Jack W. Nicklaus(3)(5) 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%
Richard P. Bellinger(5)(6) 120,000 --- *
Thomas P. Hislop(6) 40,000 --- *
Mark F. Hesemann(6) 40,000 --- *
Jack P. Bates(6) 40,000 --- *
Roger E. Birk 7,500 --- *
Richard F. Chapdelaine 3,150 --- *
John F. McGovern 3,000 --- *
All directors and executive officers as
a group (8 persons)(3)(5)(6) 253,650 2,760,000 91.8%
</TABLE>
- ------------------------------------------------
* Represents less than 1% of the total.
(1) 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 6, 1998, at which date
there were 2,744,962 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.
(2) The shares of Class B Common Stock are identical to the shares of Class A
Common Stock in all respects, except for voting rights, 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.
7
<PAGE>
(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, Hislop,
Hesemann 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) 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 Messrs. Bellinger,
Hislop, Hesemann or Bates from selling or otherwise disposing of any such
shares without Mr. Nicklaus' consent for a two-year period ending in July
1998, granting Mr. Nicklaus the right to vote all of such shares until the
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 these shares.
8
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ARRANGEMENTS WITH INTERNATIONAL
Pursuant to a design services marketing agreement, the Company marketed golf
course designs worldwide for Nicklaus Design, the golf course design division of
International. As part of an organizational restructuring to refocus on its core
businesses, the Company terminated the design services marketing agreement
effective January 1, 1998. Concurrent with the termination of the design
services agreement, the Company entered into a ten year exclusive commitment
from International to market the Company's golf course construction services to
Nicklaus Design clients and prospects. The Company's golf course construction
operations are performed through its wholly-owned subsidiary, Paragon
Construction International, Inc. ("Paragon"). The arrangement between the
parties will permit Paragon to utilize the services of Nicklaus Design's sales
staff as needed on an independent contract basis and Paragon will be compensated
by Nicklaus Design for design leads generated through Paragon's activities.
Under the previous design services marketing agreement, the Company generally
had been entitled to 10% of the gross design fees collected by Nicklaus Design
for its role in marketing such design services. The Company earned commissions
in this capacity of approximately $1.3 million during fiscal 1997.
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,
pursuant to which the Company is generally entitled to approximately 20% to 30%
of the personal endorsement fees received by Mr. Nicklaus. During fiscal 1997,
the Company earned management fee revenues attributable to providing such
services of $565,905.
The Company has an office staff sharing agreement with International 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. A total of $458,964 attributable to payroll and related costs
associated with such shared employees was allocated to International during
fiscal 1997. The Company also previously subleased its corporate office
facilities from International through July 31, 1997. The rent expense incurred
under such sublease for the first seven months of fiscal 1997 was $358,755.
Effective August 1, 1997, the Company entered into a separate lease agreement
for its corporate office facilities directly with the owner of such facilities.
In addition, the Company had maintained certain office space in Singapore
through October 31, 1997 that was shared with International. During the ten
months ended October 31, 1997, a total of $239,000 of costs associated with
maintaining such facilities was allocated to International. Effective November
1, 1997, the Company relocated its office facilities in Singapore and entered
into a lease for its new facilities that are no longer shared with
International.
During fiscal 1997, the Company paid a $100,000 investment banking fee to
International for services rendered by Golden Bear Financial Services, a
division of International, in connection with negotiating the $10 million
revolving credit facility that the Company obtained during the year. The fee is
equal to 1% of the total facility commitment.
As of December 31, 1997, the Company had a net receivable balance due from
International in the amount of $184,502, substantially all of which was
comprised of commissions payable under the design services marketing agreement.
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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 1997, 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 were
required to dedicate at least 80% of their business time to the Company during
1997. The remainder of their business time could be spent on management of other
entities, including International. During fiscal 1997, Messrs. Bellinger and
Bates received salaries of $180,000 and $66,667, respectively, for their
services performed on behalf of International and it affiliates. In addition,
Messrs. Bellinger and Bates received bonus compensation of $103,013 and $38,860,
respectively, for their services performed in such capacities during 1997. 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 1997. Additionally, during fiscal 1997, Messrs. Bellinger,
Hislop, Hesemann and Bates each were paid $72,000 by International representing
deferred compensation that had been accrued for services performed in previous
years prior to fiscal 1997. 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.
NICKLAUS GOLF EQUIPMENT COMPANY, L.C.
In the ordinary course of business, the Company purchases golf equipment
manufactured by Nicklaus Golf Equipment Company, L.C., a privately owned company
in which Mr. Nicklaus has a 50% equity interest. Such equipment is purchased
primarily for resale in the pro shops of the Company's golf centers and for
promotional programs associated with the Company's Nicklaus Flick Golf Schools.
During fiscal 1997, the Company purchased golf equipment at an aggregate cost of
$405,205.
EXECUTIVE SPORTS INTERNATIONAL
During the year ended December 31, 1997, the Company paid Executive Sports
International ("ESI"), formerly a division of International, $125,101 for
certain printing and graphics services. In October of 1997, ESI was sold by
International to outside parties which included a Nicklaus Family Member.
JACK NICKLAUS APPAREL INTERNATIONAL
Accounts receivable at December 31, 1997 included $204,154 due from the
Company's joint venture equity investee, Jack Nicklaus Apparel International,
for certain costs associated with a brand marketing research project that were
previously paid by the Company on its behalf.
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SIGNATURE
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 28, 1998.
GOLDEN BEAR GOLF, INC.
By: /S/ RICHARD P. BELLINGER
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Richard P. Bellinger
President and Chief Executive Officer
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