SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
METROGOLF, INCORPORATED
Name of Subject Company
JOHN W. McCALL
Name of Person(s) Filing Statement
Common Stock
Title of Class of Securities
ICN US 5916741060
CUSIP Number of Class of Securities
John W. McCall
3165 Lippizaner Lane
Walnut Creek, California 94598
Name, address and telephone number of person authorized
to receive notice
ITEM 1. SECURITY AND SUBJECT COMPANY
(a) Title of Class of Equity Securities
Common Stock
(b) Name and Address of Principal Executive Offices of the
Subject Company
MetroGolf, Incorporated
1999 Broadway, Suite 2435
Denver, Colorado 80202
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to a tender offer for not less than a majority of the
outstanding common stock of the subject company by the bidder, Family Golf
Acquisitions, Inc., the address of whose principal executive office is the
following: c/o
Family Golf Centers, Inc., 225 Broadhollow Road, Melville, New York 11747.
ITEM 3. IDENTITY AND BACKGROUND
The name and business address of the person filing this statement are the
following:
John W. McCall, as representative of certain shareholders of MetroGolf,
Incorporated
3165 Lippizaner Lane
Walnut Creek, California 94598
Item 4. THE SOLICITATION OR RECOMMENDATION
(a) The person filing this statement, as representative of twenty-five
holders of
the beneficial interests in shares of the common stock, is
recommending to
holders of the common stock of MetroGolf, Incorporated ("the
"Company") that they reject the tender offer by refusing to tender any
shares, as requested by Family Golf Acquisition, Inc. and Family Golf
Centers, Inc. and described in their Tender Offer Statement filed on
December 31, 1997, and continue to hold such shares.
b) The cash tender offer and subsequent merger for cash only, as
proposed by
Family Golf Centers, Inc. and its subsidiary, are believed to undervalue
the
common stock of the Company and would deny to the shareholders their
ability to participate in the anticipated future growth of the Company
that
could be achieved with its assets, if different management were brought
in.
Item 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Not Applicable
Item 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES
(a) There was no transaction in the common stock of the Company which was
effected during the past 60 days by the person filing this statement,
or the
persons for whom he is filing this statement as their representative.
(b) The persons who are represented by the person filing this statement do
not
intend to tender the securities held beneficially by them to the bidder
in the
tender offer and intend to continue to hold the beneficial interest in
such shares.
Item 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
Not Applicable
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED
John W. McCall, the person filing this statement, has filed during 1997
a Schedule
13D and two amendments thereto on behalf of himself and certain holders of
beneficial
interests in shares of the common stock of the Company, as a group, in
connection with
their acquisition of approximately 9.67% of the outstanding common stock,
reporting the
group's intention to acquire control of the Company.
On or about December 30, 1997, on behalf of twenty-five holders of the
beneficial
interest in shares of common stock of the Company, whom he represents in
connection
with the filing of this statement, Mr. McCall sent to each of the members
of the Board of
Directors of the Company, a letter, with attachments, presenting an
alternative proposal to
the tender offer in which he proposed that the following transactions
be accomplished
immediately:
1. Rejection of the tender offer and acquisition of the Company by Family
Golf Centers, Inc.
2. Reduction of the outstanding debt of the Company.
3. Replacement of the present management of the Company, with himself and
Alan A. Paulson as the principal executive officers.
4. Substantial reduction of the number of employees, salaries, and other
expenses.
5. Funding of the construction of the New York Port Authority Building golf
driving
range through a proposal for construction financing obtained
by John McCall.
6. Increase of revenues to the same standards as Family Golf Centers, Inc.
John McCall has received no response to his December 30, 1997 letter to the
directors of the Company.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certi
fy that
the information set forth in this statement is true, complete and correct.
/s/ John W. McCall
John W. McCall
