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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
METROGOLF INCORPORATED
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
591-674-10
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(CUSIP Number)
PAMELA S. CHARLES, ESQ.
FAMILY GOLF ACQUISITION, INC.
C/O FAMILY GOLF CENTERS, INC.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
TELEPHONE: (516) 694-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
KENNETH R. KOCH, ESQ.
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
TELEPHONE: (212) 661-6500
DECEMBER 23, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box. / /
(Page 1 of 9 Pages)
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CUSIP NO. 591-674-10 13D PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Family Golf Acquisition, Inc. Employer Tax Id: Applied For
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,910,622 (See Item 5)
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,910,622 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,910,622 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 591-674-10 13D PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Family Golf Centers, Inc. Employer Tax Id: 11 322 3246
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,910,622 (See Item 5)
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,910,622 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,910,622 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
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14 TYPE OF REPORTING PERSON*
CO
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Page 4 of 9
This Statement on Schedule 13D is filed as a result of the signing of an
Agreement and Plan of Merger (the "Merger Agreement") dated as of December 23,
1997 among Family Golf Centers, Inc., a Delaware corporation ("Parent"), Family
Golf Acquisitions, Inc., a Colorado corporation and a wholly-owned subsidiary of
Parent ("Purchaser"), and MetroGolf Incorporated, a Colorado corporation (the
"Company"). In connection with the execution of the Merger Agreement, Parent
agreed to loan the Company up to $500,000 evidenced by a convertible note (the
"Note") and received a warrant (the "Warrant") to purchase up to 500,000 Shares
(as defined below) for $1.00 per Share. Parent and Purchaser also entered into
an agreement (the "Stockholders Agreement") with Charles D. Tourtellotte, a
principal stockholder (the "Principal Stockholder") of the Company. A copy of
the Stockholders Agreement is attached hereto as Exhibit 1. Pursuant to the
Merger Agreement, among other things, Purchaser agreed to commence a cash
tender offer (the "Offer") to purchase all outstanding shares of common stock,
without par value per share, of the Company (the "Shares"), and Purchaser will
be merged with and into the Company. Pursuant to the Stockholders Agreement,
subject to certain conditions, the Principal Stockholder agreed to tender (and
not to withdraw), pursuant to and in accordance with the terms of the Offer, all
of the Shares beneficially owned by him (except for Shares underlying an option
if such option is not exercised) and also granted Parent an option to purchase
for $1.50 per Share, and a proxy as to, such Shares under certain circumstances.
On December 31, 1997, Parent and Purchaser commenced the Offer by, among other
things, disseminating to the stockholders of the Company an Offer to Purchase
all outstanding Shares at $1.50 net per share (the "Offer to Purchase"), a copy
of which is attached hereto as Exhibit 2.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Shares. The address of the Company's
principal executive offices is 1999 Broadway, Suite 2435, Denver, CO 80202.
ITEM 2. IDENTITY AND BACKGROUND
Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the Securities
Exchange Act of 1934, as amended (the "Act"), the undersigned hereby filed this
Schedule 13D Statement on behalf of Family Golf Acquisition, Inc. and Family
Golf Centers, Inc. (collectively, the "Reporting Persons").
The Reporting Persons may be deemed to constitute a "group" for the purpose
of this Statement. A copy of the Joint Filing Agreement among the Reporting
Persons is filed herewith as Exhibit 3.
The information set forth in the Introduction, in Section 8-- "Certain
Information Concerning Purchaser and Parent" and in Schedule I and II to the
Offer to Purchase is incorporated herein by reference.
Family Golf Acquisition, Inc. is a newly-formed Delaware corporation and
wholly-owned subsidiary of Family Golf Centers, Inc. To date, Family Golf
Acquisition, Inc. has not conducted any business other than in connection with
the Offer. The principal executive offices of Family Golf Acquisition, Inc. are
located at c/o Family Golf Centers, Inc. 225 Broadhollow Road, Melville, New
York 10176.
Family Golf Centers, Inc. is a Delaware corporation, the principal business
of which is to be a leading consolidator and operator of golf centers in the
United States. It also operates ice rinks and a "Family Sports Supercenter"
which includes a golf center, a golf course and an ice rink, in addition to
bowling lanes and a related pro shop, children's rides, a video and virtual
reality games and conference centers and related facilities.
(d) None of the entities identified in this Item 2 has, in the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the entities identified in this Item 2 has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction a result of such proceeding was or is subject to
a judgment, or final order enjoining future violations of, or prohibiting or
mandating activities to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Page 5 of 9
The information set forth in Section 9-- "Sources and Amounts of Funds" of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(j) The information set forth in the Introduction, in Section 11--
"The Offer and Merger; Merger Agreement and Related Agreements," in Section 12--
"Purpose of the Offer and Merger; Plans for the Company" and in Section 13--
"Effect of the Offer on the Market for the Shares; Exchange Act Registration;
Margin Regulations" of the Offer to Purchase is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Information set forth in the Introduction, in Section 8-- "Certain
Information Concerning Purchaser and Parent," and in Section 11-- "The Offer and
Merger; Merger Agreement and Related Agreements" of the Offer to Purchase is
incorporated herein by reference. There have been no other transactions in the
past 60 days in Shares by Parent or Purchaser. As of December 23, 1997, the
Reporting Persons may each be deemed to own beneficially 1,910,622 Shares, which
represent approximately 33.8% of the Shares of the Company and which includes a
warrant, expiring June 30, 1999, to purchase 500,000 Shares at $1.00 per Share,
up to 500,000 Shares underlying a convertible note in the principal amount of up
to $500,000, and 910,622 Shares (including 225,000 Shares underlying options) as
to which the Principal Stockholder has entered into the Stockholders Agreement.
(b) Each of the Reporting Persons identified in Item 2(a) collectively
share voting power and dispositive power of 1,910,622 Shares.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in the Introduction, in Section 8-- "Certain
Information Concerning Purchaser and Parent," in Section 10 "Background of the
Offer; Contracts with the Company," in Section 11-- "The Offer and Merger;
Merger Agreement and Related Agreements," and in Section 14-- "Extension of
Tender Period; Amendment; Termination" of the Offer to Purchase is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stockholders Agreement dated as of December 23, 1997, among Charles D.
Tourtellotte, Parent and Purchaser (incorporate by reference to
Exhibit (c)(2) of the Schedule 14D-1 Tender Offer Statement filed by
Purchaser and Parent with the Commission on December 31, 1997).
2. Offer to Purchase, dated December 30, 1997 (incorporated by
reference to Exhibit (a)(1) of the Schedule 14D-1 Tender Offer
Statement filed by Purchaser and Parent with the Commission on
December 31, 1997).
3. Joint Filing Agreement, dated January 2, 1997, by and among the
Reporting Persons.
4. Agreement and Plan of Merger dated as of December 23, 1997 by and
among Purchaser, Parent and the Company (incorporated by reference to
Exhibit (c)(1) of the Schedule 14D-1 Tender Offer Statement filed by
Purchaser and Parent with the Commission on December 31, 1997).
5. Option Agreement dated December 23, 1997 among the Company, Parent and
Purchaser (incorporated by reference to Exhibit (c)(3) of the
Schedule 14D-1 Tender Offer Statement filed by Purchaser and Parent
with the Commission on December 31, 1997).
6. Consolidated Secured Convertible Promissory Note dated as of December
23, 1997 by the Company in the among of $500,000 (incorporated by
reference to Exhibit (c)(4) of the Schedule 14D-1 Tender Offer
Statement filed by Purchaser and Parent with the Commission on
December 31, 1997).
7. First Amended Pledge and Security Agreement dated as of December 23,
1997, by the Company and Parent
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Page 6 of 9
(incorporated by reference to Exhibit (c)(5) of the Schedule 14D-1
Tender Offer Statement filed by Purchaser and Parent with the
Commission on December 31, 1997).
8. Share Purchase Warrant to purchaser 500,000 Shares (incorporated by
reference to Exhibit (c)(6) of the Schedule 14D-1 Tender Offer
Statement filed by Purchaser and Parent with the Commission on
December 31, 1997).
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Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 2, 1998
FAMILY GOLF ACQUISITION, INC.
By : /S/ ROBERT J. KRAUSE
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Name: Robert J. Krause
Title: Chief Executive Officer
FAMILY GOLF CENTERS, INC.
By : /S/ DOMINIC CHANG
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Name: Dominic Chang
Title: President
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Page 8 of 9
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1. Stockholders Agreement dated as of December 23, 1997, among Charles D.
Tourtellotte, Parent and Purchaser (incorporate by reference to Exhibit
(c)(2) of the Schedule 14D-1 Tender Offer Statement filed by Purchaser
and Parent with the Commission on December 31, 1997).
2. Offer to Purchase, dated December 30, 1997 (incorporated by reference
to Exhibit (a)(1) of the Schedule 14D-1 Tender Offer Statement filed by
Purchaser and Parent with the Commission on December 31, 1997).
3. Joint Filing Agreement, dated January 2, 1997, by and among the
Reporting Persons.
4. Agreement and Plan of Merger dated as of December 23, 1997 by and among
Purchaser, Parent and the Company (incorporated by reference to Exhibit
(c)(1) of the Schedule 14D-1 Tender Offer Statement filed by Purchaser
and Parent with the Commission on December 31, 1997).
5. Option Agreement dated December 23, 1997 among the Company, Parent and
Purchaser (incorporated by reference to Exhibit (c)(3) of the Schedule
14D-1 Tender Offer Statement filed by Purchaser and Parent with the
Commission on December 31, 1997).
6. Consolidated Secured Convertible Promissory Note dated as of
December 23, 1997 by the Company in the among of $500,000
(incorporated by reference to Exhibit (c)(4) of the Schedule 14D-1
Tender Offer Statement filed by Purchaser and Parent with the
Commission on December 31, 1997).
7. First Amended Pledge and Security Agreement dated as of December 23,
1997, by the Company and Parent (incorporated by reference to Exhibit
(c)(5) of the Schedule 14D-1 Tender Offer Statement filed by Purchaser
and Parent with the Commission on December 31, 1997).
8. Share Purchase Warrant to purchaser 500,000 Shares (incorporated by
reference to Exhibit (c)(6) of the Schedule 14D-1 Tender Offer
Statement filed by Purchaser and Parent with the Commission on
December 31, 1997).
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Page 9 of 9
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities and Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of the Statement on Schedule 13D (including all further amendments
thereto) with respect to the common stock, no par value per share, of MetroGolf
Incorporated, a Colorado corporation.
Dated: January 2, 1997
FAMILY GOLF ACQUISITION, INC.
By : /S/ ROBERT J. KRAUSE
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Name: Robert J. Krause
Title: Chief Executive Officer
FAMILY GOLF CENTERS, INC.
By : /S/ DOMINIC CHANG
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Name: Dominic Chang
Title: President
