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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): SEPTEMBER 22, 1999
THE ARNOLD PALMER GOLF COMPANY
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-921 62-0331019
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
6201 MOUNTAIN VIEW ROAD, OOLTEWAH, TENNESSEE 37363
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(Address of principal executive offices, including zip code)
(423) 238-5890
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 22, 1999, at a Special Meeting, the shareholders of The
Arnold Palmer Golf Company (the "Company") approved the Agreement and Plan of
Merger dated June 3, 1999, as amended (the "Merger Agreement"), by and among the
Company, APGC Holdings Company, LLC, ("Holdings") and APGC Acquisition Corp.
("Merger Sub") whereby Merger Sub has been merged with and into the Company with
the Company as the surviving corporation (the "Merger"). The Company filed
Articles of Merger with the Secretary of State of Tennessee on September 22,
1999, and the Merger became effective on that date. As a result of the Merger,
each share of the Company's issued and outstanding stock prior to the Merger,
other than shares held by Holdings and the continuing shareholders identified
below, was converted into the right to receive $1.20 in cash, totalling
$2,795,979.60 in the aggregate. The funds for the consummation of the Merger
were provided through cash contributions by the members of Holdings.
As a result of the Merger and the transactions consummated in
connection therewith, each outstanding share of the Company's Common Stock,
other than 1,000 Company Shares held by each of Arnold D. Palmer, John T. Lupton
and the Thomas Cartter Lupton Trust f/b/o John T. Lupton (the "Continuing
Shareholders"), is owned by Holdings. The Continuing Shareholders each hold an
approximate 0.06% direct equity interest in the Company. John T. Lupton, through
his membership interest in Holdings, holds an approximate 63.5% indirect equity
interest in the Company. The Lupton Trust, through its membership interest in
Holdings, holds an approximate 20.3% indirect equity interest in the Company.
Arnold D. Palmer, through his membership interest in Holdings, holds an
approximate 14.0% indirect equity interest in the Company. Cindy L. Davis,
through her membership interest in the Holdings, holds an approximate 2.0%
indirect equity interest in the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibit is being filed herewith:
2.1 Agreement and Plan of Merger dated June 3, 1999, by and
between the Company, APGC Holdings Company, LLC, and
APGC Acquisition Corp.*
28.1 Press Release of the Company dated September 22, 1999
* Incorporated by reference from the Company's Form 8-K filed
with the Securities and Exchange Commission on June 4, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
September 22, 1999 THE ARNOLD PALMER GOLF COMPANY
By: /s/ David J. Kirby
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David J. Kirby, Vice President Finance
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EXHIBIT 28.1
FOR RELEASE: IMMEDIATELY
THE ARNOLD PALMER GOLF COMPANY ANNOUNCES APPROVAL OF MERGER AND
CONSUMMATION OF MANAGEMENT-LED BUY-OUT
OOLTEWAH, TENNESSEE, SEPTEMBER 22, 1999 - The Arnold Palmer Golf Company (OTC
Bulletin Board: APGC) announced today that its shareholders at a Special Meeting
of Shareholders have adopted and approved a merger agreement with APGC Holdings
Company, LLC pursuant to which a wholly-owned subsidiary of APGC Holdings
Company, LLC, has merged with The Arnold Palmer Golf Company with public
shareholders to receive a net price of $1.20 per share cash. Upon the
consummation of the merger, the shares of the Company will no longer be
publicly-traded.
The board of directors of the Company, relying upon the recommendation
of a specially-appointed committee of independent directors and the report of
the investment banking subsidiary of BB&T Corporation, Scott & Stringfellow,
Inc., that such transaction is fair from a financial point of view to the
Company shareholders, had previously approved the transaction and recommended to
the Company shareholders that the merger be approved. A Letter of Transmittal
for submitting shares will be mailed to shareholders as soon as possible.
The Arnold Palmer Golf Company manufactures, markets and distributes
golf equipment under the brand names of its three franchise divisions: PALMER;
HOTZ golf bags; and the recently-introduced NancyLopezGolf equipment and
products.
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Alday Communications, Inc.
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