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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): MAY 27, 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 5. OTHER EVENTS.
On May 27, 1999, The Arnold Palmer Golf Company (the "Company")
announced that the Board of Directors has received the opinion of Scott &
Stringfellow, Inc. that, subject to the qualifications described in their
report, the consideration of $1.20 per share offered by APGC Holdings Company,
LLC, pursuant to a proposed cash-out merger of the public shareholders is fair
to the shareholders of the Company from a financial point of view. APGC Holdings
Company, LLC, is a closely held company formed by Cindy L. Davis, President and
Chief Executive Officer of The Arnold Palmer Golf Company, and certain directors
and shareholders of the Company including John T. Lupton and Arnold D. Palmer.
The transaction remains subject to the negotiation and execution of a definitive
merger agreement, approval of the Company's shareholders and certain other
conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibit is being filed herewith:
28.1 Press Release of the Company dated May 27, 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.
May 27, 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
THE ARNOLD PALMER GOLF COMPANY ANNOUNCES RECEIPT OF FAIRNESS OPINION
REGARDING PROPOSAL FOR MANAGEMENT-LED BUY-OUT
OOLTEWAH, TENNESSEE, MAY 27, 1999 - The Arnold Palmer Golf Company (OTC Bulletin
Board: APGC) announced today that the Board of Directors has received the
opinion of Scott & Stringfellow, Inc. that, subject to the qualifications
described in their report, the consideration of $1.20 per share offered by APGC
Holdings Company, LLC, pursuant to a proposed cash-out merger of the public
shareholders is fair to the shareholders of the Company from a financial point
of view.
APGC Holdings Company, LLC, is a closely held company formed by Cindy
L. Davis, President and Chief Executive Officer of The Arnold Palmer Golf
Company, and John T. Lupton and Arnold D. Palmer and certain of their
affiliates.
The Board of Directors has authorized a special independent committee
to negotiate the terms and conditions of the proposed transaction. The
transaction remains subject to the negotiation and execution of the definitive
merger agreement, approval of the Company's shareholders and certain other
conditions. There can be no assurances that the negotiations will lead to a
definitive agreement or that the transaction will be successfully completed.
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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For further information, please contact:
Mike Alday, Beth McCombs
Alday Communications, Inc.
(615) 791-1535
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