PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
------
Filed by a party other than the Registrant
------
Check the appropriate box:
Preliminary proxy statement
- -----
X Definitive proxy statement
- -----
Definitive additional materials
- -----
Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12 Confidential, for use of the Commission only (as
permitted by Rule 14a-6(e)(2))
- -----
MetroGolf Incorporated
- ----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (check the appropriate box):
X No fee required.
- -----
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
- -----
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
MetroGolf Incorporated
NOTICE OF ANNUAL MEETING
AND
1997 PROXY STATEMENT
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE
MetroGolf Incorporated
1999 Broadway, Suite 2435
Denver, CO 80202
1999 Broadway, Suite 2435
Denver, CO 80202
May 9, 1997
Dear MetroGolf Stockholder:
The 1997 Annual Meeting of Stockholders (the "Meeting") of
MetroGolf Incorporated, a Colorado corporation (the "Company"),
will be held on Monday, June 9, 1997, starting at 9:30 a.m.,
Mountain Daylight Time, at the offices of Brownstein Farber Hyatt
& Strickland, 410 Seventeenth Street, Suite 2200, Denver,
Colorado 80202. Information about the meeting, the nominees for
election as directors of the Company and the other proposals to
be considered at such meeting are presented in the Notice of
Annual Meeting and the Proxy Statement on the following pages.
In addition to the formal items of business to be brought before
the meeting, there will be a report on our Company's operations
during fiscal year 1996, which ended December 31, 1996. This
will be followed by a question and answer period.
Your participation in the Company's affairs is important,
regardless of the number of shares you hold. To ensure your
representation, even if you cannot attend the meeting, please
sign, date and return the enclosed proxy promptly.
We look forward to seeing you on June 9, 1997.
Sincerely,
Charles D. Tourtellotte
President
NOTICE OF ANNUAL MEETING
To be held June 9, 1997
Notice is hereby given that the Annual Meeting of Shareholders
(the "Annual Meeting") of MetroGolf Incorporated, a Colorado
corporation (the "Company"), will be held on Monday, June 9,
1997, starting at 9:30 a.m., Mountain Daylight Time, at the
offices of Brownstein Farber Hyatt & Strickland, 410 Seventeenth
Street, Suite 2200, Denver, Colorado 80202 for the following
purposes:
1. To consider and act upon the election of Charles Tourtellotte,
Ernie Banks, Jack Lasday, Mike McGetrick and Robert Winsor to the
Board of Directors to serve until the next annual meeting of
Shareholders and until their successors are elected and
qualified;
2. To consider and act upon such other matters as may properly
come before the meeting or any adjournment thereof.
All stockholders of record on the Company's transfer books as of
the close of business on May 2, 1997 are entitled to notice of
and to vote at the annual meeting or any adjournment thereof. A
complete list of stockholders entitled to vote at the annual
meting will be available for examination by any Company
stockholder at 1999 Broadway, Suite 2435, Denver, Colorado for
purposes relevant to the annual meeting, during normal business
hours for a period of ten days prior to the annual meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY AND MAIL IT IN THE ENCLOSED STAMPED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
J.D. Finley
Executive Vice President and Secretary
Denver, Colorado
May 9, 1997
METROGOLF INCORPORATED
1999 Broadway, Suite 2435
Denver, Colorado 80202
May 9, 1997
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished in connection with the
solicitation by MetroGolf Incorporated (the "Company") of proxies
to be voted at the Annual Meeting of the Company's stockholders
on June 9, 1997, and at any and all adjournments of such meeting.
This Proxy Statement, the accompanying proxy card and the Notice
of Annual Meeting are being mailed to stockholders on or about
May 12, 1997. The entire cost of preparing, assembling, printing
and mailing the Notice of Meeting, this Proxy Statement, the
Proxy itself, and the cost of soliciting Proxies relating to the
meeting, if any, will be borne by the Company. In addition to
use of the mails, proxies may be solicited by officers,
directors, and other regular employees of the Company by
telephone, telegraph, or personal solicitation, and no additional
compensation will be paid to such individuals. The Company will,
if requested, reimburse banks, brokerage houses, and other
custodians, nominees and certain fiduciaries for their reasonable
expenses incurred in mailing proxy material to their principals.
Business at the Annual Meeting will be conducted in accordance
with the procedures determined by the presiding officer and
generally will be limited to matters properly brought before the
meeting by or at the suggestion of the Board of Directors or by a
stockholder pursuant to provisions of the Company's Bylaws that
require advance notice and disclosure of relevant information.
The number of voting securities of the Company outstanding on May
2, 1997, the record date for the meeting, was 2,233,775 shares of
common stock ("Common Stock"), no par value, each share being
entitled to cast one vote.
VOTING OF PROXIES
Since many of the Company's stockholders are unable to attend the
Company's Annual Meeting, the Board of Directors solicits proxies
to give each stockholder an opportunity to vote on all matters
scheduled to come before the meeting and set forth in this Proxy
Statement. Stockholders are urged to read carefully the material
in this Proxy Statement, specify their choice on each matter by
marking the appropriate boxes on the enclosed proxy card and
sign, date and return the card in the enclosed envelope.
By completing and returning the accompanying proxy card, the
stockholder authorizes Charles D. Tourtellotte and J.D. Finley,
and each of them, as designated on the face of the proxy card, to
vote all shares for the stockholder. All returned proxy cards
that are properly executed will be voted as the stockholder
directs. If no direction is given, the executed proxy cards will
be voted FOR all proposals described in this Proxy Statement. A
proxy card may be revoked by a stockholder at any time before it
is voted at the Annual Meeting by giving notice of revocation to
the Company in writing, by execution of a later dated proxy card,
or by attending and voting at the Annual Meeting.
The holders of all outstanding shares of Common Stock are
entitled to vote in person or by proxy on all matters that may
come before the meeting. The holders of shares entitled to cast
not less than a majority of the votes must be present in person
or represented by proxy at the meeting in order to constitute a
quorum for the transaction of business; all shares present in
person or represented by proxy are counted for quorum purposes.
Directors are elected by a plurality of the votes of the shares
present or represented at the meeting and entitled to vote.
Under applicable Colorado law, in tabulating the vote for the
election of directors, broker non-votes and directions to
withhold will be disregarded and will have no effect on the
outcome of the vote. Where a stockholder by marking a proxy card
or ballot withholds a vote on the election of any director or
otherwise indicates that no vote is to be cast on any specific
matter to be voted upon (including a non-vote by a broker), such
votes are generally not counted as entitled to vote with respect
to that election or subject matter, as the case may be.
ATTENDANCE AT ANNUAL MEETING
To ensure the availability of adequate space for the Company's
stockholders wishing to attend the meeting, priority seating will
be given to stockholders of record, beneficial owners of the
Company's stock having evidence of such ownership, or their
authorized representatives, and invited guests of management. In
addition, a stockholder may bring a guest. Those unable to
attend may request from the Secretary a copy of the report of the
proceedings of the meeting.
PROXY STATEMENT PROPOSALS
Other than the matters to be presented by the Company as set
forth in the Notice of Annual Meeting, the Company knows of no
other matters that properly may be presented at the meeting.
Election of Directors
The Board of Directors currently consists of five members, all of
whom have been nominated for re-election: Charles D.
Tourtellotte, Jack Lasday, Ernie Banks, Michael McGetrick and
Robert Winsor. The entire Board of Directors is elected to serve
until the next Annual Meeting of the Shareholders and until their
successors have been elected and qualify.
Information concerning the nominees for election as directors is
presented below. Each nominee has consented to serve as a
director if elected. Should any candidate nominated in this
Proxy Statement for any reason become unavailable for election,
it is intended that the enclosed proxy card will be voted for the
election of a nominee designated by the Board of Directors,
unless the Board of Directors reduces the number of directors.
The Board of Directors knows of no reason why any of the nominees
will be unavailable or unable to serve at the time of the Annual
Meeting.
The following sets forth certain biographical information,
present occupation, and business experience for the past five
years for each director of the Company. The ages of the
directors listed below are as of May 1, 1997:
The Board of Directors recommends a vote FOR each of the nominees
listed below. Unless marked to the contrary, proxies received
will be noted in accordance with such recommendation.
Charles D. Tourtellotte. Age 42. Mr. Tourtellotte is and since
July 1994 has been, Chairman of the Board, Chief Executive
Officer and President of the Company. Since December 1991, Mr.
Tourtellotte has directed the development, acquisition and
management of the golf assets of MetroGolf Incorporated (and its
predecessors) and the raising of debt and equity capital for the
Company's golf portfolio. Mr. Tourtellotte co-founded and served
as a director and president of Dye Equity Incorporated ("DEI"),
the golf course development subsidiary of Dye Designs
International, Inc., from January 1989 to December 1991. Dye
Designs is a golf course design and development firm headed by
Perry Dye, son of renowned golf course architect Perry Dye.
During his tenure at DEI, Mr. Tourtellotte was responsible for
acquisition and development of golf and related real estate
assets and sourced debt, equity, and joint venture financing for
DEI and its clients' portfolios. Prior to DEI, from 1984 to
1989, Mr. Tourtellotte served as Senior Vice President of
Acquisitions for Johnstown American Companies, previously one of
the nation's largest real estate investment and property
management firms. Earlier he served as senior
acquisition/investment officer at two national real estate
companies, Consolidated Capital Corporation and Robert A. McNeil
Corporation
Jack F. Lasday. Age 40. Mr. Lasday has been a Director of the
Company since July 1994. Mr. Lasday is currently the Senior Vice
President of Investments at Prudential Securities. Prior to
joining Prudential Securities in September 1994, he was a Senior
Vice President at Rodman & Renshaw, Inc., where he was employed
from 1982 to 1994. Mr. Lasday is director of Gateway Foundation
and a member of the Illinois C.P.A. Society and the American
Institute of Certified Public Accountants.
Ernie Banks. Age 65. A Director of the Company since July 1994,
Mr. Banks was an all-star shortstop and first baseman for the
Chicago Cubs Baseball Club for 19 years, retiring in 1971. Mr.
Banks was elected to the Baseball Hall of Fame in 1977. Since
1991, Mr. Banks has been the owner and chief executive officer of
Ernie Banks International, Inc., a sports marketing and
promotions firm located in Chicago, and Community Relations
Director for the Chicago Cubs.
Michael S. McGetrick. Age 36. Mr. McGetrick has been a Director
of the Company since October 1996. A PGA Class A Member, Mr.
McGetrick has been the Director of Instruction at the Meridian
Golf Learning Center in Denver, Colorado since 1993. From 1991
to 1993, he was the head teaching professional at Cherry Hills
Country Club in suburban Denver, Colorado. He has also served as
head teaching professional at a number of other country clubs or
golf facilities and coaches a number of players on the PGA and
LPGA Tours. Mr. McGetrick has published several instructional
articles in national golf magazines. He was named by Golf
Magazine as one of the top 100 teaching professionals in America
in 1996.
Robert Winsor. Age 41. Mr. Winsor has been a Director of the
Company since November 1996. Currently, Mr. Winsor is Director
and Executive Producer of Broadcast Publicity at The CBS
Broadcast Group in New York. In addition to his responsibilities
with CBS, Mr. Winsor has produced a number of corporate sales
programs for national and regional companies and has produced
national satellite media tours that help companies deliver their
messages or products to targeted areas. Before joining CBS in
1991 to produce news stories, Mr. Winsor worked for ABC News in
Boston for eight years where he produced over 150 sports features
and profiles.
EXECUTIVE OFFICERS
Charles D. Tourtellotte. Age 42. See biographical information
above.
J.D. Finley. Age 39. Mr. Finley, Executive Vice President and
Chief Financial Officer of the Company since September 1994,
coordinates all financial functions of the Company, including
management and disbursement of development and acquisition funds
for the Company and its affiliated entities. Mr. Finley also
provides due diligence analysis and assistance in structuring
proposed asset acquisitions and development projects. In
addition, Mr. Finley assists Mr. Tourtellotte in managing the
day-to-day affairs of the Company. Prior to joining the Company
in September 1994, Mr. Finley was a stockholder and director of
Mitchell Finley and Company, P.C. ("Mitchell Finley"), a
Denver-based certified public accounting firm. A portion of
Mr. Finley's time while with Mitchell Finley was devoted to
servicing the Company's account as a tax consultant. Prior to
joining Mitchell Finley in 1990, Mr. Finley was a stockholder and
director of the accounting firm of Shenkin Kurtz Baker and
Company, P.C. Previous to his employment with Shenkin Kurtz
Baker and Company, P.C. from 1985 to 1990, Mr. Finley was a
manager with the international accounting firm of Deloitte
Haskins & Sells (now Deloitte & Touche) from 1979 to 1985.
DIRECTORS' MEETINGS AND COMMITTEES
The members of the Company's Board of Directors are not presently
compensated directly for their service to the Company. Messrs.
Lasday and Banks have each received warrants to purchase 8,152
shares of common stock at an exercise price of $2.23 per share.
Messrs. McGetrick and Winsor have each received options to
purchase 5,000 shares of common stock at an exercise price of
$6.00 per share. In addition, outside directors are compensated
for their reasonable expenses in attending meetings of the Board
of Directors.
During the Company's fiscal year ended December 31, 1996, the
Board of Directors met twice and acted by unanimous written
consent five times. Significant matters were informally
discussed among the directors before the consents were signed.
The Board of Directors established an Audit Committee and a
Compensation Committee at a meeting held on February 14, 1997.
The members of the Audit Committee are Jack Lasday, Michael S.
McGetrick and Charles D. Tourtellotte. The functions of the
Audit Committee are to review and approve the selection of and
all services performed by the Company's independent accountants,
to meet and consult with, and to receive reports from, the
Company's independent accountants, and to review and act or
report to the Board of Directors with respect to the scope of
audit procedures, accounting practices, and internal accounting
and financial controls of the Company.
The members of the Compensation Committee are Michael S.
McGetrick, Robert Winsor and Charles D. Tourtellotte. The
functions of the Compensation Committee are to review and approve
annual salaries and bonuses for all executive officers and
review, approve and recommend to the Board of Directors the terms
and conditions of all employee benefit plans or changes thereto
and administer the Company's Employee Stock Option Plan and bonus
plan, if any.
The Audit and Compensation Committees did not have any meetings
during fiscal 1996 as they were not yet formed. The Company does
not have a Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued
by the Company to the Chief Executive Officer and the only other
officer of the Company who received compensation in excess of
$100,000 for services rendered to the Company in all capacities
during the three fiscal years ended December 31, 1996, 1995 and
1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Compensation Shares of
----------------------------------------------- Common Stock
Other Annual Underlying All
Name and Principal Fiscal Year Salary ($)Bonus ($)Compen- Other
Position sation Warrants(#) Comp.
<S> <C> <C> <C> <C> <C> <C>
Charles D. Tourtellotte 1996 250,000 --- --- 125,000(1) ---
Chairman of the Board 1995 180,000 --- --- 48,860(4) 125,000(2)
and President 1994 180,000 --- --- --- ---
J.D. Finley 1996 175,000 --- --- 125,000(1) ---
Executive Vice President 1995 120,000 --- --- 48,860(4) ---
and Chief Financial Officer1994 30,000 (2) --- --- --- ---
<FN>
(1) See table "Warrant/Option/SAR Grants in Last Fiscal Year" below.
(2) Mr. Tourtellotte is entitled to receive $125,000 of compensation upon receipt by the
Company of the $125,000 contingent portion of its fee in connection with the development
of Illinois Center Golf. This $125,000 is payable by Illinois Center Golf Partners, L.P.
("ICGP") upon the complete repayment of capital to the limited partner investors, plus a
preferred return of 15% per annum. Because of this financial structure, this payment is
not expected to be received before 1999, if at all.
(3) Mr. Finley joined the Company in September 1994.
</TABLE>
WARRANT/OPTION/SAR GRANTS IN LAST FISCAL YEAR
---------------------------------------------
Individual Grants
-----------------------------------------------------
Percentage
of Total
Number of Warrants /
Securities Options
Underlying Granted to Exercise
Warrants / Employees of Base
Options in Fiscal Price
Name Granted Year ($/sh) Expiration Date
- ------------ ----------- ---------- --------- ------------------
Charles D.
Tourtellotte 125,000 38% $6.00 September 15, 2006
J.D. Finley 125,000 38% $6.00 September 15, 2006
None of Mr. Tourtellotte's or Mr. Finley's warrants described
above are vested and exercisable as of the date hereof. Subject
to a lock-up of the underwriters of the Company's initial public
offering, these warrants vest and are exercisable as follows:
the first 20% upon the closing market price of the Common Stock
exceeding $7.20 per share for a period of five consecutive
trading days; the next 20% upon the closing market price of the
Common Stock exceeding $8.40 per share for a period of five
consecutive trading days; the next 20% upon the closing market
price of the Common Stock exceeding $9.60 per share for a period
of five consecutive trading days; the next 20% upon the closing
market price of the Common Stock exceeding $10.80 per share for a
period of five consecutive trading days; and the last 20% upon
the closing market price of the Common Stock exceeding $12.00 per
share for a period of five consecutive trading days. The vesting
schedule described above is referred to herein as the "Executive
Option Plan Vesting Schedule."
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- --------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Dec. 31, 1996 at Dec. 31, 1996
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------ ------------------------- -------------------------
Charles
Tourtellotte 36,645 / 137,215 $147,312 / $80,354
J.D. Finley 40,228 / 137,215 $161,717 / $80,354
EMPLOYMENT CONTRACTS
Charles D. Tourtellotte. Effective January 1, 1996,
Mr. Tourtellotte entered into a three-year employment agreement
to serve as President of the Company, which expires December 31,
1998. Such agreement provides for an annual salary of $250,000,
payable semi-monthly in arrears, plus such bonuses as the Board
of Directors of the Company may from time to time approve. The
agreement provides for certain athletic club memberships and
allowances for an automobile, parking and other perquisites as
from time to time are made available to the Company's executive
officers. The agreement is terminable by the Company for "Cause,"
which includes conduct which causes material harm to the Company,
willful and continued absence of employee (other than by reason
of disability or death), employee's abandonment of his duties and
responsibilities, conviction of the employee for a felony
involving moral turpitude or fraud, misappropriation or
embezzlement of corporate funds. The agreement also has a non-
compete clause for a period of one year immediately following the
cancellation or termination of the agreement for any reason. In
the event of termination by reason of death or disability and
provided the Company has not otherwise provided Mr. Tourtellotte
with life or disability insurance or other benefit plan for such
occurrence, the Company is required to pay Mr. Tourtellotte or
his estate severance pay equal to six months' salary.
J.D. Finley. Effective January 1, 1996, Mr. Finley entered into
a three-year employment agreement to serve as Executive Vice
President and Chief Financial Officer of the Company, which
expires December 31, 1998. Such agreement provides a salary to
Mr. Finley of $175,000 per year, plus such bonuses as the Board
of Directors of the Company may from time to time approve. The
agreement provides for payment of monthly dues for membership at
a country club and an allowance for a cellular phone, parking and
other perquisites as from time to time are made available by the
Company to its executive officers. The agreement is terminable by
the Company for "Cause" as described above. The agreement also
has a non-compete clause effective for a period of one year
immediately following the cancellation or termination of the
agreement. In the event of termination by reason of death or
disability and provided the Company has not otherwise provided
Mr. Finley with life or disability insurance or other benefit
plan for such occurrence, the Company is required to pay
Mr. Finley or his estate severance pay equal to six months'
salary.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following information is as of April 30, 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
Name and Amount and
address of nature of
Title of of beneficial beneficial Percent of
Class owner ownership of class(1)
- -------- ------------------------ ----------------- -----------
Common Charles Tourtellotte 734,482 shares(2) 27.7%
MetroGolf Incorporated
1999 Broadway
Suite 2435
Denver, CO 80202
Common John W. McCall, 211,000 shares (3) 9.54%
et al., Investment Group
c/o John W. McCall
Round Hill Securities
3201 Danville Blvd.,
#100
Alamo, CA 94507
- ----------------------
(1) Does not include (i) the 567,875 shares issuable upon
conversion of the notes and warrants issued in connection with
the acquisition of the limited partnership interests in ICGP and
GCGP, (ii) the 117,500 shares issuable upon conversion of the
warrants issued to the underwriters of the Company's initial
public offering ("Representative's Warrants"), (iii) $962,500
aggregate principal amount of PP Notes convertible at 50% of then
market price, (iv) 167,000 shares of Common Stock available for
future grant under the Stock Option Plan, or (v) the stock
options for 250,000 shares issued to Messrs. Tourtellotte and
Finley under the Executive Option Plan which vest according to
the Executive Option Vesting Schedule.
(2) Includes 685,622 primary shares and 48,860 vested warrants.
(3) Reflects shares reported in Schedule 13D filed on April 15,
1997.
SECURITY OWNERSHIP OF MANAGEMENT
Primary Warrants
Total % of Common
Beneficial Owner Shares Held Vested Unvested
Holdings Stock Owned (1)
Charles Tourtellotte, 685,622 48,860 125,000
859,482 29.6%
President
J.D. Finley, 6,050 52,443 125,000 183,493
7.0%
Executive Vice President
Craig Sloan 2,420 2,420
0.1%
Vice President - Operations
Mike McGetrick, Director 5,000 5,000
0.2%
Robert Winsor, IV, Director 5,000
5,000 0.2%
Ernie Banks, Director 8,152
8,152 0.3%
Jack Lasday, Director ________ 13,206
13,206 0.5%
All Officers and Directors
as a Group 694,092 94,155 258,506 1,076,753
31.8%
________________
(1) Does not include (i) the 567,875 shares issuable upon
conversion of the notes and warrants issued in connection
with the acquisition of the limited partnership interests in
ICGP and Goose Creek Golf Partners Limited Partnership
("GCGP"), (ii) the 117,500 shares issuable upon conversion
of the Representative's Warrants, (iii) $962,500 aggregate
principal amount of PP Notes convertible at 50% of then
market price, or (iv) 167,000 shares of Common Stock
available for future grant under the Stock Option Plan.
Includes the stock options issued to Messrs. Tourtellotte
and Finley under the Executive Option Plan.
The following forms were filed late:
J.D. Finley Form 3 and Form 5 relating to such Form 3 for
a single transaction.
James Dignan Form 3 and Form 5 relating to such Form 3 for
a single transaction.
Ernie Banks Form 3 and Form 5 relating to such Form 3 for
a single transaction.
Jack Lasday Form 3 and Form 5 relating to such Form 3 for
a single transaction.
Michael McGetrick Form 3 and Form 5 relating to such Form 3 for
a single transaction.
Robert Winsor IV Form 3 and Form 5 relating to such Form 3 for
a single transaction.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Charles Tourtellotte, President of the Company is indebted to the
Company in the amount of $84,901 as of May 9, 1997. From time to
time, the Company has made loans to Mr. Tourtellotte against
deferred compensation or in anticipation, but in advance, of
Mr. Tourtellotte earning bonus or other extraordinary
compensation. Such loans were made for the bona fide business
purposes of inducing Mr. Tourtellotte to continue to devote
substantial time to the Company and allowing the Company to
continue to defer payment of his compensation thus increasing the
Company's available cash. These loans are evidenced by a note
agreement. The note bears interest at 8% per annum and is due on
demand. The total original principal amount of these loans is
$152,638 and as of May 9, 1997, the outstanding balance on the
note was $84,901. Mr. Tourtellotte has paid the required amounts
under the loans when due. Mr. Tourtellotte's employment contract
also specifies that any unpaid balance on the note must be repaid
from the $125,000 Mr. Tourtellotte may receive upon receipt of
the contingent portion of the Company's development fee for
Illinois Center Golf described under "Executive Compensation."
This $125,000 is payable by ICGP upon the complete repayment of
capital to the limited partner investors, plus a preferred return
of 15% per annum. Because of this financial structure, this
payment is not expected to be received before 1999, if at all.
Any further loans to Mr. Tourtellotte will be approved by the
Board of Directors and will be made only if the aggregate of all
outstanding loans do not exceed the amount of reasonably
anticipated compensation owed to him, which may include the
balance of the $125,000 of deferred compensation referred to
above. Mr. Tourtellotte has personally guaranteed approximately
$5.12 million of indebtedness of ICGP and GCGP, two subsidiaries
of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, L.P., its
principal accountant for 1996, as its principal accountant for
1997. Representatives of BDO will be present at the annual
meeting, will have the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors knows of no business other than that
described herein that will be presented for consideration at the
Annual Meeting. If, however, other business shall properly come
before the meeting, the persons named in the enclosed form of
Proxy intent to vote the shares represented by said Proxies on
such matters in accordance with their judgment in the best
interest of the Company.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the
Company's 1998 Annual Meeting of Stockholders must be received by
the Company for inclusion in the proxy statement and form of
proxy for that meeting no later than December 31, 1997. Any
proposal should be directed to the attention of the Corporate
Secretary, MetroGolf Incorporated, 1999 Broadway, Suite 2435,
Denver, Colorado 80202.
By Order of the Board of Directors
Sincerely,
/S/ J.D. Finley
J.D. Finley
Executive Vice President and Secretary
PROXY
METROGOLF INCORPORATED
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby acknowledges receipt of the Notice of the
Annual Meeting of Stockholders to be held at the offices of
Brownstein, Hyatt, Farber & Strickland, 410 Seventeenth Street,
Suite 2200, Denver, Colorado, 80202 on June 9, 1997 at 9:30 a.m.
local time, and the Proxy Statement related thereto, each dated
May 9, 1997, and constitutes and appoints Charles D. Tourtellotte
and J.D. Finley, and each of them, with the power of substitution
as proxy or proxies, to represent and to vote on behalf of the
undersigned all of the shares of common stock, no par value, of
MetroGolf Incorporated (the "Company") which the undersigned held
of record on May 2, 1997, hereby revoking all proxies heretofore
given with respect to such shares, upon the following proposals
more fully described in the Notice of the Proxy Statement for the
meeting and related proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL:
1. ELECTION OF BOARD OF DIRECTORS
FOR the nominees listed below (except as marked to the
- ---- contrary below)
Charles D. Tourtellotte
Ernie Banks
Jack Lasday
Michael McGetrick
Robert Winsor IV
WITHHOLD AUTHORITY to vote for all nominees listed below
- ---- (INSTRUCTION: To withhold authority to vote for one or more
than one individual nominee, write that nominee's name(s) in the
space provided below.)
- -----------------------------------------------------------------
2. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this Proxy will be voted FOR the election of the listed
directors. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
Please date and sign this Proxy exactly as your name appears on
this Proxy. Joint owners should each sign. When signing as
attorney, as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.
DATED
Signature
DATED
Signature if held jointly
