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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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METROGOLF INCORPORATED
(NAME OF SUBJECT COMPANY)
METROGOLF INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
59167410
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHARLES D. TOURTELLOTTE
PRESIDENT AND CHAIRMAN OF THE BOARD
METROGOLF INCORPORATED
1999 BROADWAY, SUITE 2435
DENVER, COLORADO 80202
(303) 294-9300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
BRENT T. SLOSKY
BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
410 17TH STREET, SUITE 2200
DENVER, COLORADO 80202
(303) 534-6335
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed on behalf of MetroGolf Incorporated, a
Colorado corporation (the "Company") with the Securities and Exchange Commission
on December 31, 1997 (the "Statement"), and relates to a tender offer (the
"Tender Offer") disclosed in the Tender Offer Statement on Schedule 14D-1, dated
December 31, 1997 of Family Golf Acquisition, Inc., a Colorado corporation and
wholly owned subsidiary of Family Golf Centers, Inc., a Delaware corporation, to
purchase all of the issued and outstanding common stock, no par value (the
"Shares"), of the Company at $1.50 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 30, 1997, and in the related Letter of Transmittal. The purpose
of this Amendment No. 1 is to amend Items 8 and 9 of the Statement, as set forth
below. All capitalized terms not defined herein are used as defined in the
Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended to add the following thereto:
On January 9, 1998, the Company issued a press release regarding the
Company's Board of Directors consideration of correspondence the Company
received from John McCall and reaffirmation of its previous recommendation to
the Company's shareholders to tender their Shares in the Tender Offer. A copy of
the press release is filed as an exhibit hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit Form of Press Release of MetroGolf Incorporated dated January 9, 1998.
20--
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
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METROGOLF INCORPORATED
By: /s/ CHARLES D. TOURTELLOTTE
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Charles D. Tourtellotte
CHAIRMAN OF THE BOARD AND PRESIDENT
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Dated: January 9, 1998
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EXHIBIT 20
METROGOLF BOARD REAFFIRMS
RECOMMENDATION OF FAMILY GOLF OFFER
January 9, 1998; Denver, Colorado--In response to a press release issued on
January 8, 1998, MetroGolf Incorporated (NASDAQ: MGLF; BSE: MGO) announced today
that its Board of Directors has reaffirmed its recommendation that MetroGolf
stockholders tender their shares of MetroGolf common stock pursuant to Family
Golf Centers, Inc.'s previously announced cash tender offer at $1.50 net per
share.
MetroGolf reported that its Board of Directors met on January 7, 1998 to
consider correspondence received from John McCall, who purports to represent
certain MetroGolf stockholders, regarding proposed alternatives to Family Golf's
acquisition of the Company. Prior to entering into its Merger Agreement with
Family Golf, the Board of Directors considered numerous alternatives designed to
maximize stockholder value, including asset dispositions and financings, and,
based in part on the opinion of its financial advisor that the consideration to
be received by the holders of the Company's common stock pursuant to the Merger
Agreement is fair to such stockholders from a financial point of view, concluded
that the sale of the Company to Family Golf was in the best interests of the
Company and its stockholders. The Board of Directors, which sent its response to
Mr. McCall on January 8, 1998, noted that Mr. McCall's proposals did not include
any alternative offer to the Company's shareholders, but rather consisted of a
number of actions which the McCall group proposed to be taken instead of the
sale to Family Golf. The Board also noted that Mr. McCall's proposals did not
include any definitive commitment for, or a "highly confident letter" with
respect to, the financing necessary to take the suggested actions. Accordingly,
the Board reaffirmed its prior conclusion that the Family Golf transaction
represents the best available alternative for the Company's stockholders.
Under the terms of its Merger Agreement with Family Golf, MetroGolf is
permitted to consider a fully-financed competing acquisition proposal in the
exercise of applicable fiduciary duties if such proposal is determined by the
Board (after consultation with its financial advisor) to be economically
superior to the Family Golf transaction.
Although the press release refers to the filing of a Schedule 14D-9 with the
Securities and Exchange Commission by the McCall group, the Company has not
received, and has been unable to obtain from the SEC's online electronic filing
system, such Schedule 14D-9.
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