UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Golf Ventures, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
38168202
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(CUSIP Number)
William W. Chandler
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010-3629
(212) 325-2911
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 2, 1998
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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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 38168202 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First Boston
business unit
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
13,648,182
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NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY ------ ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,648,182
PERSON
WITH ------ ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,648,182
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.46%*
*Corporate actions have been taken which effectively will reduce
Reporting Person's percentage ownership to 24.97%. See Item 5.
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14 TYPE OF REPORTING PERSON (See Instructions)
BK, HC, OO
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<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $0.001 par value (the
"Common Stock"), of Golf Ventures, Inc., a Utah corporation (the "Corporation").
The Corporation's principal executive office is 102 West 500 South, Salt Lake
City, UT 84104.
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Credit Suisse First Boston
(the "Bank"), a Swiss bank, on behalf of itself and its consolidated
subsidiaries, to the extent that they constitute part of the Credit Suisse First
Boston business unit (the "CSFB business unit" or the "Reporting Person"). The
CSFB business unit is engaged in the corporate and investment banking, trading
(equity, fixed income and foreign exchange), private equity investment and
derivatives businesses on a worldwide basis. The Bank's registered head office
is located at Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland.
The Bank and its consolidated subsidiaries engage in other separately managed
activities, most of which constitute the independently operated Credit Suisse
Asset Management business unit; the Credit Suisse Asset Management business unit
provides asset management and investment advisory services to institutional
investors worldwide.
Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts
corporation, a broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "1934 Act") and an indirect majority owned subsidiary
of the Bank, directly beneficially owns the securities reported herein. The
principal business office of CSFBC is 11 Madison Avenue, New York, New York
10010. CSFBC is a wholly owned subsidiary of Credit Suisse First Boston, Inc.
("CSFBI"), a Delaware corporation. The Bank owns a majority of the voting stock
of CSFBI. The ultimate parent company of the Bank and CSFBI, and the owner of
the remainder of the voting stock of CSFBI, is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland. The principal business of CSG
is acting as a holding company for a global financial services group with five
distinct specialized business units that are independently operated. In addition
to the two business units referred to above, CSG and its consolidated
subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the
Credit Suisse Private Banking business unit that engages in global private
banking business, (b) the Credit Suisse business unit that engages in the Swiss
domestic banking business and (c) the Winterthur business unit that engages in
the global insurance business. CSG's business address is: Paradeplatz 8, Post
Fach 1, CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own
shares of Common Stock, and such shares are not reported in this statement on
Schedule 13D. Due to the separate management and independent operation of its
business units, CSG disclaims beneficial ownership of shares of Common Stock
beneficially owned by its direct and indirect subsidiaries, including the
Reporting Person. The Reporting Person disclaims beneficial ownership of shares
of Common Stock beneficially owned by CSG and any of CSG's and the Bank's other
business units.
The name, citizenship, residence or business address and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
executive officer and director of the CSFB business unit and of CSFBC, are set
forth on Schedule I and Schedule II, respectively, each of which is incorporated
herein by reference.
(d-e) None of the Reporting Person, the Bank, CSFBC or any of the executive
officers or directors of such persons listed on Schedules I or II during the
last five years (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, U.S. Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On July 2, 1998, the Corporation agreed to transfer to Credit Suisse First
Boston Mortgage Capital, LLC ("CSFBMC"), a wholly-owned subsidiary of CSFBC,
13,433,528 shares of Common Stock of the Corporation, which shares were
subsequently transferred to CSFBC, in consideration of services and other good
and valuable consideration provided pursuant to the letter agreement (the
"Letter Agreement") regarding a structuring advisory fee, dated as of July 2,
1998, among CSFBMC, the Corporation and the subsidiaries of the Corporation
named therein. Previously, on April 8, 1998, the Corporation had agreed to
transfer to CSFBMC 218,182 shares of Common Stock as a deposit for future
services, resulting in an aggregate transfer of 13,648,182 shares of Common
Stock to CSFBC on July 2, 1998.
Item 4. Purpose of Transaction.
The purpose of the transaction was to provide compensation to CSFBMC for
services rendered as a structuring advisor with respect to raising working
capital for the corporation. Other than the transactions listed above, neither
the Reporting Person nor CSFBC has acquired or disposed of any shares of Common
Stock.
Except as indicated in this Schedule 13D, neither the Reporting Person nor
CSFBC currently has any specific plans or proposals that relate or would result
in any of the matters described in subparagraphs (b) - (j) of item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) In July 1998, the Corporation entered into a loan agreement and stock
agreement with CSFBMC, pursuant to which CSFBMC lent the Corporation $86,550,000
and entered into an agreement concerning structuring advisory services provided
in connection with the transaction (the "Agreement"). In connection with
services rendered pursuant to the Agreement, CSFBMC received 13,648,182 newly
issued shares of Common Stock of the Corporation (the "CSFBMC Shares"). The
Agreement expressly provides that the CSFBMC Shares were to represent less than
25% of the issued and outstanding shares of Common Stock of the Corporation.
According to the combined Schedule 14A and 14C filed by the Corporation
with the Commission on July 31, 1998, the Corporation had outstanding as of July
31, 1998 (i) 24,610,538 shares of Common Stock and (ii) 6,672,518 Shares of
Series D Convertible Preferred Stock (the "Series D Stock"). The Series D Stock
is entitled to vote on all matters along with the Common Stock, has four votes
per share, and automatically converts into Common Stock at a 4 to 1 ratio upon
the authorization of a sufficient number of shares of Common Stock.
Prior to CSFBMC receiving any shares of Common Stock, an appropriate
amendment to the Certificate of Incorporation (the "Amendment") was approved by
consent of the Corporation's shareholders owning of record more than a majority
of the outstanding Common and Preferred shares. Pursuant to the Amendment, the
Company's Certificate of Incorporation will be amended to duly authorize the
issuance of the Series D Stock and increase the number of authorized Common
Shares to 100,000,000, thereby triggering the automatic conversion of all
6,672,518 shares of Series D Stock into 26,690,072 shares of Common Stock. No
further corporate action regarding approval of such Amendment is necessary.
A preliminary Information Statement has been filed with the Securities and
Exchange Commission by the Corporation, and the Corporation has agreed to mail
to its shareholders the definitive Information Statement promptly upon receiving
SEC clearance. Twenty days subsequent to the mailing to shareholders of the
Information Statement, the Corporation has committed to file the Amendment with
the Secretary of State of the State of Utah, thus duly amending its Certificate
of Incorporation.
Upon such filing, the Corporation's outstanding shares of Common Stock will
be increased as set forth above as a result of the automatic conversion of
Series D Stock into 26,690,072 shares of Common Stock. In addition, pursuant to
the Capital Stock Purchase Agreement, the Corporation is committed to issue an
additional 3,346,761 shares of Common Stock (the "Additional Common Stock") upon
the filing of the Amendment. Upon the conversion of the Series D Stock and the
issuance of the Additional Common Stock, the Reporting Person will be the
beneficial owner of 24.97% of the outstanding Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct the vote
of, 13,648,182 shares of Common Stock and the sole power to dispose of, or to
direct the disposition of, 13,648,182 shares of Common Stock.
(c) Except as set forth herein, CSFBC does not beneficially own any shares
of Common Stock of the Issuer nor has CSFBC engaged in any transactions in any
such shares of Common Stock during the sixty day period immediately preceding
the date hereof.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Neither the Reporting Person nor CSFBC has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
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.
Date: September 16, 1998
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ William W. Chandler
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Name: William W. Chandler
Title: Director
<PAGE>
SCHEDULE I
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Executive Board Members and Executive Officers of the Reporting Person
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<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
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<S> <C> <C> <C>
Allen D. Wheat 11 Madison Avenue Chief Executive Officer, USA
Chairman New York, NY 10010 Credit Suisse First Boston
and member of the Executive
Board, Credit Suisse Group
Brady W. Dougan 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston Corporation
Christopher A. Goekjian 11 Madison Avenue President and Chief Executive USA
Board Member New York, NY 10010 Officer, Credit Suisse Financial
Products
Stephen A.M. Hester 11 Madison Avenue Chief Financial Officer, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston, Inc.
Marc Hotimsky 11 Madison Avenue Managing Director, Credit Suisse United Kingdom
Board Member New York, NY 10010 First Boston Corporation
David C. Mulford 11 Madison Avenue Vice Chairman, Credit Suisse United Kingdom
Board Member New York, NY 10010 First Boston, Inc. and Chairman
International, Credit Suisse First
Boston
Stephen E. Stonefield Uetlibergstrasse 231 Chairman of Pacific Region, USA
Board Member P.O. Box 900, CH-8045 Credit Suisse First Boston
Zurich, Switzerland
Franz K. von Meyenburg Uetlibergstrasse 231 Deputy Chairman of Europe, Switzerland
Board Member P.O. Box 900, CH-8045 Credit Suisse First Boston
Zurich, Switzerland
Charles G. Ward III 11 Madison Avenue Head of Corporate and Investment USA
Board Member New York, NY 10010 Banking, Credit Suisse First Boston
Corporation
David A. DeNunzio 11 Madison Avenue Chief Executive Officer, USA
Executive Officer New York, NY 10010 Private Equity Division
John M. Hennessy 11 Madison Avenue Chairman, Private Equity Division USA
Executive Officer New York, NY 10010
</TABLE>
<PAGE>
SCHEDULE II
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Executive Officers and Directors of Credit Suisse First Boston Corporation
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<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
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<S> <C> <C> <C>
Allen D. Wheat 11 Madison Avenue Chief Executive Officer, USA
President, Chief Executive New York, NY 10010 Credit Suisse First Boston
Officer and Board Member and member of the Executive
Board, Credit Suisse Group
Benjamin H. Cohen 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and New York, NY 10010 First Boston
Board Member
Brady W. Dougan 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and New York, NY 10010 First Boston
Board Member
Carlos Onis 11 Madison Avenue Controller, Credit Suisse USA
Chief Financial Officer and New York, NY 10010 First Boston
Board Member
Charles G. Ward III 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and New York, NY 10010 First Boston
Board Member
Jeremy Marshall 11 Madison Avenue Managing Director, Credit Suisse United Kingdom
Managing Director and New York, NY 10010 First Boston Corporation
Board Member
Joseph McLaughlin 11 Madison Avenue Managing Director & General USA
General Counsel and New York, NY 10010 Counsel, Credit Suisse First Boston
Board Member Corporation
Richard C. Holbrooke 11 Madison Avenue Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
Ken Miller 11 Madison Avenue Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
David C. Mulford 11 Madison Avenue Vice Chairman, Credit Suisse United Kingdom
Vice Chairman New York, NY 10010 First Boston, Inc. and Chairman
International, Credit Suisse First
Boston
Frank J. Decongelio 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and New York, NY 10010 First Boston
Director of Operations
Stuart Min 11 Madison Avenue Deputy General Counsel, Credit USA
Director and Deputy General New York, NY 10010 Suisse First Boston Corporation
Counsel
Lori M. Russo 11 Madison Avenue Vice President & Secretary, Credit USA
Vice President and Secretary New York, NY 10010 Suisse First Boston Corporation
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Managing Director and New York, NY 10010 Boston Corporation
Treasurer
Rochelle Pullman 11 Madison Avenue Controller, Credit Suisse First USA
Director and Controller New York, NY 10010 Boston Corporation
Thomas A. DeGennaro 11 Madison Avenue Director of Taxes, Credit Suisse USA
Director and New York, NY 10010 First Boston Corporation
Director of Taxes
</TABLE>
