<PAGE>
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14A-
6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14A-11(C) or Section 240.14A-12
NATIONAL GOLF PROPERTIES, INC.
------------------------------
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2) or
Item 22(A)(2) of Schedule 14A.
Fee computed on table below per Exchange Act Rules 14A-6(I)(4) and 0-11:
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-
11(A)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NATIONAL GOLF PROPERTIES, INC.
2951 28th Street, Suite 3001
Santa Monica, California 90405
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1998
The Annual Meeting of Stockholders (the "Annual Meeting") of National Golf
Properties, Inc. will be held at DC3 Restaurant - Flight Room, 2800 Donald
Douglas Loop North, Santa Monica, California, on Tuesday, MAY 5, 1998 AT 9:00
A.M., local time, for the following purposes:
1. To elect two directors to serve until the 2001 annual meeting of
stockholders and until their successors are elected and have qualified;
and
2. To transact such other business as may properly come before the
meeting.
The Board of Directors of the Company has fixed the close of business on March
16, 1998 as the record date for determining the stockholders entitled to receive
notice of and to vote at the Annual Meeting and at any and all adjournments or
postponements thereof.
Management welcomes your attendance at the Annual Meeting. WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, HOWEVER, YOU ARE REQUESTED TO
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE. Your proxy is revocable and will not affect your right
to vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors,
/s/ James M. Stanich
James M. Stanich
President and Director
Santa Monica, California
April 1, 1998
<PAGE>
NATIONAL GOLF PROPERTIES, INC.
------------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
May 5, 1998
This Proxy Statement is furnished to the stockholders of National Golf
Properties, Inc., a Maryland corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company from holders of
outstanding shares of common stock, par value $.01 per share, of the Company
("Common Stock") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on May 5, 1998, and at any and all adjournments or
postponements thereof, for the following purposes:
1. To elect two directors to serve until the 2001 annual meeting of
stockholders and until their successors are elected and have
qualified; and
2. To transact such other business as may properly come before the
meeting.
On March 16, 1998, the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting, the Company had
12,478,395 shares of Common Stock outstanding. Each such share of Common Stock
is entitled to one vote on all matters properly brought before the meeting.
Stockholders are not permitted to cumulate their shares of Common Stock for the
purpose of electing directors or otherwise. Presence at the Annual Meeting, in
person or by proxy, of a majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Annual Meeting. The
affirmative vote of holders of a plurality of the shares voting is required to
elect new directors to the Company's Board of Directors. Shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the Annual Meeting, but with respect
to which such broker or nominee is not empowered to vote on a particular
proposal or proposals) will be counted as shares that are present and entitled
to vote for purposes of determining the presence of a quorum. Shares
represented by proxies that reflect abstentions will have no effect on the
outcome of the vote to elect the two new directors.
Unless contrary instructions are indicated on the proxy, all shares of Common
Stock represented by valid proxies received pursuant to this solicitation (and
not revoked before they are voted) will be voted at the Annual Meeting for the
nominees named below for election as directors. With respect to any other
business which may properly come before the Annual Meeting and be submitted to a
vote of stockholders, proxies received by the Board of Directors will be voted
in accordance with the best judgment of the designated proxy holders. A
stockholder may revoke his or her proxy at any time before exercise by
delivering to the Secretary of the Company a written notice of such revocation,
by filing with the Secretary of the Company a duly executed proxy bearing a
later date, or by voting in person at the Annual Meeting.
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors and officers of the Company, without
receiving any additional compensation, may solicit proxies personally or by
telephone or telegraph. The Company will request brokerage houses, banks, and
other custodians or nominees holding stock in their names for others to forward
proxy materials to their customers or principals who are the beneficial owners
of shares and will reimburse them for their expenses in doing so. The Company
has retained the services of D.F. King & Co., Inc. for a fee of $4,500 plus out-
of-pocket expenses to assist in the
<PAGE>
solicitation of proxies from brokerage houses, banks, and other custodians or
nominees holding stock in their names for others.
The principal executive offices of the Company are located at 2951 28th
Street, Suite 3001, Santa Monica, California 90405. The approximate date on
which this proxy statement and form of proxy solicited on behalf of the Board of
Directors will first be sent to the Company's stockholders is April 1, 1998.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently is comprised of seven members
divided into three classes serving staggered terms of three years each.
Pursuant to the Company's Articles of Incorporation and Bylaws, the term of
office of one class of directors expires each year and at each annual meeting
the successors of the class whose term is expiring in that year are elected to
hold office for a term of three years and until their successors are elected and
have qualified. The current terms of two directors expire this year, three
expire in 1999 and two expire in 2000.
In the absence of instructions to the contrary, the persons named as proxy
holders in the accompanying proxy intend to vote in favor of the election of the
two nominees designated below, each of whom is currently a director of the
Company, to serve until the 2001 annual meeting of stockholders and until their
respective successors shall have been elected and qualified. The Company
expects that each of the nominees will be available to serve as a director, but
if any such nominee should become unavailable for election, the shares of Common
Stock represented by the proxy may (unless such proxy contains instructions to
the contrary) be voted for such other person or persons as may be determined by
the holders of such proxies. In no event will the proxy be voted for more than
two nominees.
Under the Company's Bylaws, nominations of persons for election to the Board
of Directors, other than those made by or at the direction of the Board of
Directors, may be made at the Annual Meeting only if pursuant to a timely notice
delivered or mailed to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
Company's principal executive offices not more than 75 nor less than 50 days
prior to the Annual Meeting or, if less than 65 days' notice or prior public
disclosure of the date of the meeting is given to stockholders, on the fifteenth
day following the day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure was made, whichever occurs first. A notice of
nomination must set forth certain information as required under the Company's
Bylaws.
NOMINEES FOR ELECTION AS DIRECTOR
<TABLE>
<CAPTION>
Name Age Present Position with the Company Director Since
- ---- --- --------------------------------- --------------
<S> <C> <C> <C>
Bruce Karatz...................... 52 Director 1993
James M. Stanich.................. 39 President and Director 1998
</TABLE>
Bruce Karatz has served as a director of the Company since August 31, 1993.
Mr. Karatz has been President, Chief Executive Officer and a director of Kaufman
and Broad Home Corporation ("Kaufman") since 1986 and Chairman of the board of
directors of Kaufman since July 1993. Mr. Karatz is also a director of
Honeywell, Inc., Fred Meyer, Inc. and a Trustee of the National Park Foundation
and RAND Corporation.
James M. Stanich was appointed on January 30, 1998 to replace Richard C. Price
as a director and President of the Company. Prior to joining the Company, Mr.
Stanich was a director, Executive Vice President of Corporate Operations and
Secretary of American Golf Corporation ("AGC") and a member of AGC's executive
committee. Mr. Stanich initially joined AGC in 1990 as corporate counsel
responsible for handling legal matters on acquisitions, and later became General
Counsel. Prior to joining AGC, Mr. Stanich was an attorney with the firm of
Sheppard, Mullin, Richter and Hampton from 1983 to 1990 where he represented
both real estate companies and commercial lenders. Mr. Stanich is a son-in-law
of David G. Price.
3
<PAGE>
Directors Continuing in Office
<TABLE>
<CAPTION>
Name Age Director Since Term Expires
- ---- --- -------------- ------------
<S> <C> <C> <C>
Richard A. Archer................. 70 1993 2000
John C. Cushman, III.............. 57 1994 1999
Charles S. Paul................... 48 1993 1999
David G. Price.................... 65 1993 2000
Edward R. Sause................... 43 1993 1999
</TABLE>
Richard A. Archer has served as a director of the Company since August 31,
1993. Mr. Archer served as the Chairman of the board of directors of Jardine
Insurance Brokers, Inc. ("Jardine") from 1986 to 1993, and served as Deputy
Chairman of Jardine until December 31, 1995. Mr. Archer is now an independent
consultant. Mr. Archer is also a director of the Hydril Company.
John C. Cushman, III has served as a director of the Company since July 20,
1994. Mr. Cushman has been President and Chief Executive Officer of Cushman
Realty Corporation since 1978. Mr. Cushman also serves as a director of
Meditrust Corporation, the Boy Scouts of America, the Los Angeles Museum of
Contemporary Art and Junior Achievement, Inc.
Charles S. Paul has served as a director of the Company since August 31, 1993.
Mr. Paul is Chairman and Chief Executive Officer of Sega GameWorks L.L.C. Prior
to joining Sega GameWorks L.L.C., Mr. Paul was an Executive Vice President and
director of MCA, Inc. from 1989 until March of 1996 and served as President of
MCA Enterprises, Inc. from 1986 until March of 1996. Mr. Paul is also a
director of Entertainment Properties Trust and Interplay Productions.
David G. Price has served as the Chairman of the Board of Directors of the
Company since its formation in April 1993. Mr. Price also serves as the
Chairman of the board of directors of AGC and has served in such capacity since
he founded AGC in 1973. Mr. Price is also a Trustee and the President of the
Museum of Flying in Santa Monica, California.
Edward R. Sause has served as a director of the Company since April 1993. Mr.
Sause currently is the Executive Vice President - Finance and Corporate Services
of AGC, which position he has held since resigning as an officer of the Company
in April 1997. Mr. Sause served as Executive Vice President, Chief Financial
Officer and Secretary of the Company from April 1993 until April 1997. Prior to
the Company's initial public offering in 1993, Mr. Sause was a director, a
member of AGC's executive committee and the Senior Vice President and Chief
Financial Officer of AGC. Mr. Sause is also a Trustee and Treasurer of the
Museum of Flying.
BOARD OF DIRECTORS MEETINGS; COMMITTEES AND COMPENSATION
The Company's Bylaws provide that the majority of its seven member Board of
Directors must consist of directors who are unaffiliated with David G. Price
(the "Independent Directors"). Messrs. Archer, Karatz, and Paul were elected as
Independent Directors by the Company's Board of Directors on August 31, 1993.
Mr. Cushman was elected as an Independent Director on July 20, 1994.
In accordance with the Company's Bylaws, transactions involving the Company
and affiliates of David G. Price require the approval of a committee of the
Board of Directors consisting solely of Independent Directors (the "Independent
Committee"). Such transactions with affiliates of David G. Price include,
without limitation, (i) lease negotiation with respect to owned golf courses and
the enforcement and renegotiation of such leases, (ii) the selection of
operators for acquired golf courses, and (iii) consideration of the Company's
right of first refusal to acquire limited partnership units ("OP Units") in
National Golf Operating Partnership, L.P. (the "Operating Partnership"), through
which the Company owns substantially all of the golf courses and conducts its
operations,
4
<PAGE>
upon transfer of OP Units as provided in the Operating Partnership's Agreement
of Limited Partnership (the "OP Partnership Agreement"). Certain other
significant actions of the Company's Board of Directors will require the
approval of a minimum of five directors and certain matters relating to the
Operating Partnership require the approval of holders of a majority of the OP
Units. David G. Price and his affiliates own more than 90% of the OP Units.
The Company's Board of Directors held two meetings during the year ended
December 31, 1997 and also took action with respect to various matters by
unanimous written consent. During that period, no director attended fewer than
100% of the total number of meetings of the Board of Directors and of committees
of the Board of Directors on which such director served.
The Company currently pays each of its Independent Directors a fee of $12,000
per year for services as a director plus $1,000 for attendance at each meeting
of the Company's Board of Directors. In addition, the Company reimburses all
directors for reasonable travel expenses incurred in connection with their
duties as directors of the Company. Pursuant to the Company's 1995 Independent
Director Equity Participation Plan, each of the Company's Independent Directors
also receives an annual grant of 500 shares of restricted stock and an option to
purchase 2,000 shares of the Company's common stock. The shares of restricted
stock received by such Independent Directors may not be sold until the earlier
of (i) the fifth anniversary of the date on which such shares are granted,
provided that the recipient of such grant has not terminated his directorship
during such period, and (ii) the recipient's normal retirement at or after age
65.
The Board of Directors has (i) an Independent Committee, (ii) an Executive
Committee, (iii) an Audit Committee and (iv) a Compensation Committee, each
established on August 10, 1993 under the Company's Bylaws. In addition, the
Company established a Financial Committee in April 1997. The Company does not
have a Nominating Committee.
Independent Committee. As provided in the Company's Bylaws, the Independent
Committee includes only Independent Directors. The Independent Committee was
established to oversee the selection of operators for golf courses acquired in
the future and to approve transactions between the Company and affiliates of
David G. Price that it considers from time to time. Messrs. Archer, Cushman,
Karatz and Paul are the current Independent Committee members.
Executive Committee. The Executive Committee has such authority as may be
granted by the Company's Board of Directors, including the power to acquire and
dispose of real property and the power to authorize, on behalf of the full Board
of Directors, the execution of certain contracts and agreements. The Executive
Committee consists of the Chairman of the Board of Directors, the Chairman of
the Independent Committee and an executive officer of the Company. Messrs.
Price, Archer and Stanich are the current members of the Executive Committee.
Audit Committee. The Audit Committee was established to make recommendations
concerning the engagement of independent public accountants, review with the
independent public accountants the plans and results of the audit engagement,
approve professional services provided by the independent public accountants,
review the independence of the independent public accountants, consider the
range of audit and non-audit fees and review the adequacy of the Company's
internal accounting controls. Messrs. Cushman, Karatz and Paul are the current
members of the Audit Committee. The Audit Committee held one meeting during
1997.
Compensation Committee. The Compensation Committee is responsible for the
administration of the Company's employee benefit plans. The Compensation
Committee is authorized to determine the persons eligible to participate in any
of the plans, the extent of such participation and the terms and conditions
under which benefits may be vested, received or exercised. The Compensation
Committee also reviews and approves the compensation of the Company's executive
officers and determines the general compensation policy for the Company. Messrs.
Cushman and Paul are the current members of the Compensation Committee. The
Compensation
5
<PAGE>
Committee held no meetings during 1997, but took action with respect to certain
matters by unanimous written consent.
Financial Committee. The Financial Committee, established in April 1997, is
responsible for the oversight of the Company's significant financial matters,
including capitalization, budgeting and financial reporting. Messrs. Sause,
Karatz and Stanich are the current members of the Financial Committee.
6
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of each of the
Company's executive officers.
<TABLE>
<CAPTION>
NAME Age Position
- ---- --- --------
<S> <C> <C>
James M. Stanich.......................... 39 President and Director
Paul W. Major............................. 34 Executive Vice President
Neil M. Miller............................ 34 Vice President - Finance
William C. Regan.......................... 39 Vice President - Controller and Treasurer
Scott S. Thompson......................... 40 General Counsel, Chief Leasing Officer,
Vice President and Secretary
</TABLE>
Paul W. Major was appointed in 1998 to serve as the Company's Executive Vice
President. Prior to such appointment, Mr. Major served as the Company's Senior
Vice President-Acquisitions from April 1997 to January 1998. Mr. Major served as
Vice President of Acquisitions of the Company from October 1993 to April 1997.
Prior to joining the Company, Mr. Major was a corporate lawyer at Latham &
Watkins in Los Angeles where he worked extensively on the formation and initial
public offering of the Company.
Neil M. Miller was appointed in 1997 to serve as the Company's Vice President
- - Finance. Prior to such appointment, Mr. Miller served as the Associate General
Counsel for the Company from March 1995 to April 1997. Mr. Miller served as the
Company's Director of Acquisitions and Director of Investor Relations from March
1994 to March 1995. Prior to joining the Company in March 1994, Mr. Miller was
a corporate lawyer with the law firm of Armstrong, Teadale, Schlafly & Davis in
St. Louis, Missouri.
William C. Regan was appointed in April 1997 to serve as the Company's Vice
President - Controller and Treasurer. Prior to such appointment, Mr. Regan
served as the Company's Controller from August 1993 to April 1997. Prior to the
Company's initial public offering in 1993, Mr. Regan was Corporate Accounting
Manager of AGC. Mr. Regan is a certified public accountant.
Scott S. Thompson has served as the Company's General Counsel and Chief
Leasing Officer since July 1993. In April 1997, Mr. Thompson was appointed to
also serve as Secretary of the Company and, in January 1998, was appointed to
serve as Vice President of the Company. Prior to joining the Company in July
1993, Mr. Thompson was a partner with the law firm of Gilchrist & Rutter where
he specialized in real estate transactions and commercial, industrial and retail
leasing.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN.
BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on March 16, 1998, the Company had outstanding
12,478,395 shares of Common Stock. The following table sets forth information as
to the number of shares of Common Stock beneficially owned as of March 16, 1998
by (i) each person known by the Company to be the beneficial owner of more than
5% of any class of the Company's voting securities, (ii) each director of the
Company, (iii) the Chief Executive Officer and other named executive officers,
and (iv) the Company's directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP (2) PERCENT OF CLASS
- --------------------------------------------------- ------------------------ ----------------
<S> <C> <C>
David G. Price..................................... 3,346,177 (3) 22.1%
Richard A. Archer.................................. 10,000 (4) *
John C. Cushman, III............................... 19,500 (4) *
Bruce Karatz....................................... 10,100 (4) *
Paul W. Major...................................... 42,113 (5) *
Neil M. Miller..................................... 19,500 (6) *
Charles S. PauL.................................... 12,500 (4) *
Richard C. Price................................... 139,000 (7) 1.1%
William C. Regan................................... 22,200 (8) *
Edward R. Sause.................................... 168,550 (9) 1.3%
James M. Stanich................................... 90,000 (10) *
Scott S. Thompson.................................. 35,000 (11) *
All directors and executive officers as a group
(12 persons) (12)................................. 3,914,640 25.3%
- -----------------------------
</TABLE>
* Less than 1%
(1) Unless otherwise indicated, the address for each named person is c/o
National Golf Properties, Inc., 2951 28th Street, Suite 3001, Santa Monica,
California 90405.
(2) For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange
Commission and means generally the power to vote or exercise investment
discretion with respect to securities, regardless of any economic interests
therein. Except as otherwise indicated, the Company believes that the
beneficial owners of shares of Common Stock listed below have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable.
(3) Includes 673,475 shares of Common Stock owned of record by the Price Trust
of which David G. Price is the sole trustee, and David G. Price, his wife
Dallas P. Price and their children are the beneficiaries, and 2,672,702
shares of Common Stock issuable upon exchange of 2,672,702 OP Units
beneficially owned by Mr. Price. Does not include 5,404,268 shares of
Common Stock issuable upon exchange of an additional 5,404,268 OP Units
beneficially owned by Mr. Price which presently are not entitled to be
exchanged pursuant to the terms of the OP Partnership Agreement. Exchange
of any of the OP Units beneficially owned by Mr. Price is subject to the
ownership limit contained in the Company's Articles of Incorporation (the
"Ownership Limit"), which prohibits the actual or constructive ownership of
more than 9.8% of the outstanding shares of Common Stock
8
<PAGE>
by any person. Without regard to the Ownership Limit and the limitation on
the exchange of OP Units contained in the OP Partnership Agreement, all
8,076,970 OP units beneficially owned by Mr. Price presently would be
exchangeable into 8,076,970 shares of Common Stock and the total amount of
shares of Common Stock beneficially owned by Mr. Price as of March 16, 1998
would be 8,750,445 and 42.5%, respectively.
(4) Includes 6,000 shares of Common Stock issuable upon exercise of options
that presently are exercisable and excludes 2,000 shares of Common Stock
subject to options that are not exercisable within 60 days.
(5) Includes 29,000 shares of Common Stock that Mr. Major is entitled to vote
but that are subject to forfeiture upon termination of his employment and
various other restrictions and 5,000 shares of Common Stock issuable upon
the exercise of options that presently are exercisable.
(6) Includes 12,000 shares of Common Stock that Mr. Miller is entitled to vote
but that are subject to forfeiture upon termination of his employment and
various other restrictions and 7,500 shares of Common Stock issuable upon
exercise of options that presently are exercisable. Does not include 2,500
shares of Common Stock subject to options that are not exercisable within
60 days.
(7) Includes 30,000 shares of Common Stock issuable upon exercise of options
that presently are exercisable and 75,000 shares of Common Stock that
presently are issuable upon exchange of 75,000 OP Units owned by Mr. Price.
Does not include 11,185 shares of Common Stock issuable upon exchange of
11,185 OP Units that presently are not exchangeable. Richard C. Price
currently is the beneficial owner of 86,185 OP Units, which constitute less
than 1% of all OP Units outstanding.
(8) Includes 12,000 shares of Common Stock that Mr. Regan is entitled to vote
but that are subject to forfeiture upon termination of his employment and
various other restrictions and 6,000 shares of Common Stock issuable upon
exercise of options that presently are exercisable.
(9) Includes 24,000 shares of Common Stock that Mr. Sause is entitled to vote
but that are subject to forfeiture upon termination of his employment with
AGC and various other restrictions, 55,550 shares of Common Stock that are
presently issuable upon exchange of all of the 55,550 OP Units owned by Mr.
Sause, and 65,000 shares of Common Stock issuable upon exercise of options
that presently are exercisable. Does not include 15,000 shares of Common
Stock subject to options that are not exercisable within 60 days.
(10) Includes 54,000 shares of Common Stock that Mr. Stanich is entitled to vote
but that are subject to forfeiture upon termination of his employment and
various other restrictions and 20,000 shares of Common Stock issuable upon
exercise of options that presently are exercisable. Does not include
50,000 shares of Common Stock subject to options that are not exercisable
within 60 days.
(11) Includes 15,000 shares of Common Stock that Mr. Thompson is entitled to
vote but that are subject to forfeiture upon termination of employment and
various other restrictions and 15,000 shares of Common Stock issuable upon
exercise of options that presently are exercisable.
(12) In April 1997, Edward R. Sause resigned as Executive Vice President, Chief
Financial Officer and Secretary of the Company and on January 30, 1998,
Richard C. Price resigned as a director and President of the Company.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of the
Company's executive officers (the "Named Executive Officers") for the fiscal
years ended December 31, 1997, 1996 AND 1995:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- ------------------------------------------
AWARDS PAYOUTS
------------------------ --------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) SARS(#) PAYOUTS(2) COMPENSATION(3)
- ---------------------------------- ---- --------- --------- ------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
RICHARD C. PRICE (4).............. 1997 $222,920 $ 89,168 -- -- $243,420 $ 2,400
President 1996 $215,798 $ 86,319 -- -- $217,920 $ 2,250
1995 $210,535 $ 84,214 -- -- $170,920 $ 2,250
PAUL W. MAJOR..................... 1997 $129,125 $ 87,500 (5) -- $154,450 $ 2,400
Executive Vice President 1996 $125,000 $100,000 (5) -- $ 85,095 $ 2,250
1995 $112,970 $130,000 -- -- $ 65,970 $ 17,805 (6)
NEIL M. MILLER.................... 1997 $100,000 $ 59,500 (5) -- $ 59,980 $ 2,400
Vice President - Finance 1996 $ 80,000 $ 63,000 (5) -- -- $ 2,250
1995 $ 75,000 $ 39,500 -- -- -- $ 1,099
WILLIAM C. REGAN.................. 1997 $100,000 $ 35,000 (5) -- $ 76,569 $ 2,400
Vice President - Controller 1996 $ 80,000 $ 45,000 (5) -- $ 38,423 $ 2,250
and Treasurer 1995 $ 73,687 $ 18,422 -- -- $ 32,048 $ 1,855
SCOTT S. THOMPSON................. 1997 $154,000 $ 40,000 (5) -- $151,700 $ 2,400
General Counsel, Chief Leasing 1996 $140,000 $ 35,000 (5) -- $108,960 $ 2,250
Officer, Vice President 1995 $131,584 $ 25,000 -- -- $ 85,460 $ 2,250
and Secretary
</TABLE>
(1) The aggregate number and value of shares of restricted stock, all of which
shares are designated as long term incentive awards, held by each Named
Executive Officer as of December 31, 1997, were as follows: Mr. Richard C.
Price, 8,000 shares valued at $262,500; Mr. Major, 36,000 shares valued at
$1,181,250; Mr. Miller, 15,500 shares valued at $508,594; Mr. Regan, 14,500
shares valued at $475,781; and Mr. Thompson, 18,000 shares valued at
$590,625. Such shares represent the unvested portion of restricted stock
awarded to Messrs. Price, Major, Miller, Regan and Thompson. All such
shares vest on a pro-rata basis over a five year period upon the Company's
satisfaction of certain financial performance targets, and unvested shares
are subject to continued employment. During the period in which any
restrictions apply, holders of restricted stock are entitled to receive all
dividends or other distributions paid with respect to such stock.
(2) Represents the market value of the shares of restricted stock that vested
in 1997, 1996 and 1995 as of the vesting date.
(3) Represents matching contributions made by the Company to its 401(k)
Retirement Plan.
(4) Mr. Richard C. Price resigned as President of the Company on January 30,
1998.
(5) Restricted stock awards are subject to performance restrictions and are
designated as long-term incentive awards.
(6) Includes the value of a loan and related interest, totaling $15,555,
forgiven by the Company.
10
<PAGE>
STOCK OPTION GRANTS
The Company did not grant any options to purchase shares of Common Stock to
the Named Executive Officers during 1997.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table provides information related to the exercise of stock
options by each of the Named Executive Officers during the year ended December
31, 1997 and the 1997 fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARs IN-THE-MONEY
SHARES AT FY-END OPTIONS/SARs AT FY-
ACQUIRED VALUE EXERCISABLE/ END EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE (1)
- ---- ----------- --------- -------------- --------------------
<S> <C> <C> <C> <C>
Richard C. Price....... 20,800 $247,383 39,200/- $487,550/-
Paul W. Major.......... 15,000 $224,525 5,000/- $71,563/-
Neil M. Miller......... 5,000 $ 62,750 7,500/2,500 $100,469/$35,781
William C. Regan....... 4,000 $ 47,500 6,000/- $74,625/-
Scott S. Thompson...... -- N/A 15,000/- $186,563/-
</TABLE>
(1) Calculated on the basis of the closing price per share of Common Stock on
the NYSE of $32.8125 on December 31, 1997, the last trading day in fiscal
1997.
LONG TERM INCENTIVE PLANS -- AWARDS MADE IN LAST FISCAL YEAR
The following table provides information related to grants of shares of
restricted stock, all of which shares are designated as long term incentive
awards, to each of the Named Executive Officers during the year ended December
31, 1997.
<TABLE>
<CAPTION>
PERFORMANCE OR
NUMBER OF SHARES, OTHER PERIOD
NAME UNITS OR OTHER RIGHTS (1) UNTIL MATURATION
- ---- ------------------------- ----------------
<S> <C> <C>
Richard C. Price.................. -- --
Paul W. Major..................... 25,000 (2)
Neil M. Miller.................... 7,500 (2)
William C. Regan.................. 7,500 (2)
Scott S. Thompson................. 10,000 (2)
</TABLE>
(1) Represents shares of restricted stock of the Company granted on January 23,
1997 pursuant to the Company's 1993 Stock Option and Incentive Plan for Key
Employees.
11
<PAGE>
(2) Twenty percent of such shares vest each January 15 if the Company's funds
from operations for the preceding fiscal year exceed the funds from
operations for the prior year by at least six percent. Vesting of
restricted shares also is subject to the continued employment of the holder
of such shares.
EMPLOYMENT CONTRACTS
On January 15, 1997, the Company entered into employment agreements with Paul
W. Major, Neil M. Miller, William C. Regan and Scott S. Thompson. Each agreement
provides for an initial term of three years which shall be automatically
extended for an additional year on the expiration of the initial term and each
anniversary thereafter unless earlier terminated pursuant to the terms of each
agreement. Each of the agreements provides for a base salary for the twelve
calendar months beginning January 1, 1997 at an annual rate of: $129,125 for Mr.
Major; $100,000 for Mr. Miller; $100,000 for Mr. Regan; and $154,000 for Mr.
Thompson. The base salary amounts will be adjusted annually to reflect
increases in the Consumer Price Index ("CPI").
Upon entering into the employment agreements, Messrs. Major, Miller, Regan and
Thompson received initial grants of 25,000, 7,500, 7,500 and 10,000 shares of
restricted stock, respectively. Each of the employment agreements provides for
payment of bonus compensation upon the achievement of certain performance
objectives set forth in such agreements or determined by the Compensation
Committee. Each of the agreements also provides for additional stock options and
restricted stock to be awarded at the discretion of the Compensation Committee.
Each agreement includes provisions restricting the officers from competing,
directly or indirectly, with the Company or the Operating Partnership during
employment and, except in certain circumstances, for one year after termination
of employment. Each of the employment agreements provides for certain severance
payments in the event of termination by the Company without cause, or by the
employee with good reason.
The Company generally will have cause to terminate the employment of Messrs.
Major, Miller, Regan and Thompson if they (1) engage in acts or omissions with
respect to the Company which constitute intentional misconduct or a knowing
violation of law; (2) personally receive a benefit in money, property or
services from the Company or from another person dealing with the Company in
violation of law; (3) breach their non-competition covenant with the Company;
(4) breach their duty of loyalty to the Company; (5) engage in gross negligence
in the performance of their duties; or (6) frequently and repeatedly fail to
perform services that have been reasonably requested of them by the Company's
Board of Directors and which are consistent with the terms of the employment
agreements.
Messrs. Major, Miller, Regan and Thompson generally will have good reason to
terminate their employment with the Company in the event of any reduction in
their compensation without their consent, any material breach or default by the
Company under the employment agreements or any substantial diminution in their
respective duties.
In 1998, the Company intends to enter into an employment agreement with Mr.
James M. Stanich pursuant to which Mr. Stanich will be granted an annual base
salary of $250,000 and an annual bonus of 40% of his base salary. In addition,
the Company has issued to Mr. Stanich 50,000 shares of restricted stock and
50,000 options to purchase shares of the Company's common stock. The Board of
Directors has approved the general terms of the employment agreement for Mr.
Stanich, but such agreement has not been finalized. It is expected that Mr.
Stanich's employment agreement will be substantially similar to the employment
agreements with the Company's other executive officers described above.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Messrs. Cushman and Paul, neither
of whom is or has been an officer or employee of the Company. For a description
of the background of each of these individuals, see "Election of Directors--
Directors Continuing in Office."
12
<PAGE>
BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report and the Stock Performance Graph shall be deemed not to
be incorporated by reference by any general statement incorporating by reference
this proxy statement into any filings under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except to the extent that
the Company specifically incorporates this information by reference and shall
not otherwise be deemed filed under such Acts.
Compensation and benefit practices of the Company are established and governed
by the Compensation Committee, which is made up of two Independent Directors.
The Compensation Committee is chartered to establish the general compensation
policy of the Company, to review and approve compensation of the executive
officers of the Company and to administer all of the Company's employee benefit
plans. The Compensation Committee reviews the Company's overall compensation
program to assure that it (i) is reasonable and consistent with competitive
practices, (ii) adequately recognizes performance, and (iii) meets the Company's
overall compensation and business objectives.
COMPENSATION PHILOSOPHY
The primary focus of the Company's compensation program is to create value for
stockholders. The Compensation Committee attempts to promote desired financial
and operational results by attracting, motivating and assisting in the retention
of key employees with outstanding ability. In addition, the compensation program
is designed to promote teamwork, initiative and resourcefulness on the part of
key employees whose performance and responsibilities directly affect the Company
profits. In this regard, the compensation program is designed to balance short
and long-term incentive compensation to achieve desired results and above all to
pay for performance.
The Company is not allowed a deduction for certain compensation paid to
certain executive officers in excess of $1.0 million, except to the extent such
excess constitutes performance-based compensation. The Compensation Committee
considers its primary goal is to design compensation strategies that further the
best interests of the Company and its stockholders. To the extent not
inconsistent with that goal, the Compensation Committee will attempt where
practical to use compensation policies and programs that preserve the
deductibility of compensation expenses.
COMPENSATION MIX
The Company's executive compensation is based on three components designed in
each case to accomplish the Company's compensation philosophy.
Base Salary. Salaries for executives are reviewed by the Compensation
Committee on an annual basis and may be increased based upon an assessment of
the individual's contributions to the asset and financial growth of the Company
as well as competitive pay levels. The Compensation Committee generally targets
base salary levels at the market median of salaries paid by other publicly-
traded REITS, with a desire to reward excellent results with incentive
compensation consistent with the Company's pay-for-performance philosophy.
Base salary levels for the Company's executive officers for 1997 approximated
the market median. The Compensation Committee has reviewed the base salary for
each of the executive officers for 1997 and believes that such compensation is
reasonable in view of the Company's performance and the contribution of those
officers to that performance. The increases in base salary experienced by
Messrs. Price and Major in 1997 represented cost-of-living increases provided
for in their employment agreements. The increase in base salary experienced by
Messrs. Miller, Regan and Thompson in 1997 represented a merit increase as well
as a cost-of-living increase.
Annual Cash Incentive Awards. Annual cash bonus incentive awards generally
are designed to protect stockholder interests by establishing a cash available
for distribution or reinvestment performance target (the
13
<PAGE>
"Performance Target") which must be satisfied before any awards are paid to
executive officers. The Performance Target is based on increases in FFO and, in
the case of the Company's President (the "President"), the acquisitions made by
the Company. To establish the Performance Target, the Compensation Committee
sets goals for such criteria at the beginning of each year at a level considered
to provide stockholders with an acceptable rate of return. For the 1997
Performance Target, these goals were adjusted upward from the goals set in the
previous year to reflect expected performance of the Company's golf course
portfolio. In addition to satisfying the Performance Target, bonus awards also
are based on personal performance measured by the extent of which personal goals
are achieved.
A target award is established for each officer based on the level of his or
her position and on competitive practices. The Compensation Committee approves
each officer's target award. The target award is expressed as a percentage of
salary and as a corresponding dollar amount. No award can exceed 50% of an
officer's base salary. The Performance Target approved by the Compensation
Committee was achieved in 1997. See "Executive Compensation--Summary
Compensation Table."
Stock Options and Restricted Stock. The Compensation Committee may grant
stock options, restricted common stock and performance awards to executives and
other key employees of the Company pursuant to the 1997 Equity Participation
Plan. In determining the grants of stock options, restricted stock and
performance awards, the Compensation Committee takes into account, among other
things, the competitive practice in the REIT industry, the respective scope of
responsibility and the anticipated performance requirements and contributions to
the Company of each proposed award recipient. Stock options, restricted stock
and performance awards are designed to align the interest of executives with
those of the stockholders. The Compensation Committee believes that significant
equity interests in the Company held by the Company's management serve to retain
and motivate management.
President. On January 30, 1998, Mr. Richard C. Price resigned as President
of the Company. When Mr. Richard C. Price served as President of the Company,
he was employed pursuant to a two-year employment agreement which became
effective August 18, 1993 and was extended by its terms for successive one year
periods. The terms of the employment agreement were determined when the terms of
the Company's initial public offering were negotiated in August 1993 and not by
the Compensation Committee. Pursuant to the employment agreement, Richard C.
Price received base compensation of $200,000 per year with an annual CPI
increase and was entitled to participate in the Company's bonus programs.
Payment of the President's target award, which was set at 40% of base salary,
depended on the Company's achievement of certain goals based on increases in
FFO, total number of golf course acquisitions and aggregate total amount of
investment in such acquisitions. These goals were established by the
Compensation Committee based in part on the Company's annual business plan,
which Mr. Richard C. Price, as President, assisted in formulating. The
Compensation Committee, of which the President is not a member, has sole
discretion to determine whether the President's target award is paid.
Mr. James M. Stanich was appointed on January 30, 1998 to replace Mr.
Richard C. Price as President of the Company. The Company intends to enter into
an employment agreement with Mr. Stanich pursuant to which the Company will
grant Mr. Stanich an annual base salary of $250,000 and an annual bonus of 40%
of his base salary. In addition, the Company has issued Mr. Stanich 50,000
shares of the Company's restricted common stock and 50,000 options to purchase
shares of the Company's common stock. The Board of Directors has approved the
general terms of Mr. Stanich's employment agreement, but such agreement has not
been finalized.
John C. Cushman, III
Charles S. Paul
14
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total return of the Company, the S&P 500
Index and the NAREIT Equity REIT Total Return Index from August 12, 1993, the
first day of trading of the Common Stock on the New York Stock Exchange, to
December 31, 1997. The S&P 500 Index and the NAREIT Equity REIT Total Return
Index for the month of August, 1993 have been prorated to arrive at the
beginning index used in this graph. The comparison assumes $100 was invested on
August 12, 1993 in the Company's Common Stock and each of the foregoing indices
and assumes reinvestment of dividends before consideration of income taxes.
COMPARISON OF TOTAL RETURN AMONG NATIONAL GOLF PROPERTIES, INC.,
THE S&P INDEX AND THE NAREIT EQUITY REIT TOTAL RETURN INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NATIONAL GOLF S&P NAREIT
(FISCAL YEAR COVERED) PROPERTIES, INC. 500 INDEX EQUITY
- ------------------- ---------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 8/12/93 $100 $100 $100
FYE 12/31/93 $110.07 $105.39 $ 97.14
FYE 6/30/94 $108.82 $101.82 $102.30
FYE 12/31/94 $117.42 $106.78 $100.23
FYE 6/30/95 $115.98 $128.36 $105.94
FYE 12/31/95 $131.22 $146.91 $115.53
FYE 6/30/96 $143.92 $161.74 $123.42
FYE 12/31/96 $193.43 $180.64 $156.29
FYE 6/30/97 $218.60 $217.86 $165.17
FYE 12/31/97 $212.02 $240.91 $187.91
</TABLE>
The stock performance depicted in the above graph is not necessarily
indicative of future performance. The Stock Performance Graph shall not be
deemed to be "soliciting material" or to be "filed" with the SEC or subject to
Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act,
except to the extent that the Company specifically requests that such
information be treated as soliciting material or specifically incorporates them
by reference into a filing under the Securities Act or the Exchange Act.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, the Operating Partnership entered into eight leases with AGC
with respect to nine golf courses acquired in such year. Such leases are in
addition to the 78 existing leases between the Operating Partnership or the
Company and AGC that were entered into in prior years. In 1997, the aggregate
annual base rent payable (on an annualized basis) under the eight new leases and
all leases with AGC was approximately $5.7 million and $67.3 million,
respectively. The terms of all leases between the Operating Partnership and AGC
are substantially similar (other than the amount of rent payments thereunder),
and pursuant to the Company's Bylaws, the terms of all such leases were approved
by the Independent Committee prior to entering into the leases. The Company's
General Counsel and Chief Leasing Officer, who has no prior affiliation with
David G. Price or his affiliates (including AGC), assists the Independent
Committee with respect to certain potential conflicts of interest between the
Company and affiliates of David G. Price, including the negotiation, enforcement
and renegotiation of all leases. David G. Price, the Chairman of the Board of
Directors of the Company, owns approximately 69% of the outstanding common stock
of AGC. James M. Stanich, the President and a director of the Company, together
with his wife, owns approximately 4% of the outstanding common stock of AGC.
Spanish Hills Country Club ("Spanish Hills") is the only golf course
acquired in 1997 by the Company that is not leased directly by the Company to
AGC. Spanish Hills is leased to Camarillo, LLC, who subleases the golf course
to AGC.
In 1997, the Company acquired a 50% general partnership interest in Pumpkin
Ridge Joint Venture ("Pumpkin Ridge"). On September 8, 1997 Pumpkin Ridge
entered into a lease agreement with AGC with terms that are substantially
similar to other lease arrangements between AGC and the Company.
During 1997, AGC requested that the Company provide additional funding of
approximately $16.4 million for capital improvements intended to add value to
certain golf course properties and reposition the facilities at such properties
for enhanced revenue growth. The Independent Committee of the Company's Board
of Directors approved such additional funding. The $16.4 million will be paid
during the next two years. Upon the Company's funding of such capital
improvements, the base rent payable under the leases with respect to such golf
courses will be adjusted to reflect the Company's investment in such
improvements over the initial term of the leases.
The Company leases approximately 5,100 square feet of commercial office
space for use as its corporate headquarters from 2951 Company LLC, a California
limited liability company of which David G. Price is a majority-owner and James
M. Stanich and his wife are minority owners. The term of such lease is 12 years
commencing December 16, 1996, and provides for monthly rental payments of
approximately $9,500 for the first five years of the term, followed by a higher
fixed monthly rental payment for the remaining seven years of the term. The
Company believes that the terms of this lease, including the rental payments,
are on market terms.
Edward R. Sause entered into a consulting agreement with the Company on
April 30, 1997 following his resignation as an officer of the Company. Pursuant
to such agreement, Mr. Sause agreed to provide consulting services on an as-
needed basis to the Company in connection with capital raising, budgeting,
financial reporting, acquisitions, corporate governance and strategic planning.
Mr. Sause is paid $200.00 per hour for the consulting services he provides
pursuant to such agreement. Mr. Sause has not been paid any consideration under
such agreement, but is owed approximately $43,400 for consulting services
rendered since the agreement was entered into in April 1997. Upon resigning as
an officer of the Company in April 1997, Mr. Sause became an officer and
director of AGC.
On January 30, 1998, Richard C. Price resigned as President and a director
of the Company, and on February 2, 1997, he resigned as an employee of the
Operating Partnership. In connection with such resignation, Richard C. Price
entered into a separation agreement with the Company and the Operating
Partnership ("Separation
16
<PAGE>
Agreement") pursuant to which Mr. Price's 8,000 shares of unvested restricted
stock became vested and Mr. Price received a lump-sum severance payment equal to
18 months of his annual base salary, of which amount 10% was paid by the Company
and 90% was paid by the Operating Partnership. In addition, the Company also
agreed to continue to provide health insurance for 18 months following Mr.
Price's resignation. The Independent Committee approved the Separation
Agreement.
On April 30, 1997, David G. Price and Paul W. Major entered into an
agreement pursuant to which Mr. Price granted to Mr. Major an option to purchase
shares of AGC common stock which, subject to certain vesting requirements
(including full vesting in the event of a sale or certain other corporate
transactions involving AGC), enables Mr. Major to receive shares of AGC common
stock as compensation for services rendered by Mr. Major to the Operating
Partnership. In January 1998, Mr. Price and Mr. Major agreed to cancel one-
third of such options in exchange for the payment by Mr. Price of $750,000 to
the Operating Partnership, of which amount Mr. Major received $30,000 in cash
and elected to defer $720,000 pursuant to the terms of the Company's Deferred
Compensation Plan.
James M. Stanich is employed and compensated by both the Operating
Partnership and the Company. The Company believes that the allocation of his
compensation as between the Company and the Operating Partnership reflects the
services provided by him with respect to each entity.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission and the New York Stock Exchange initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1997 all of the
Company's officers, directors and greater than ten-percent beneficial owners
complied with all applicable Section 16(a) filing requirements.
APPOINTMENT OF AUDITORS
Coopers & Lybrand L.L.P. audited the Company's financial statements for the
year ended December 31, 1997 and has been the Company's auditors since the
Company's formation in 1993. The Audit Committee of the Company's Board of
Directors has selected the firm of Coopers & Lybrand L.L.P. as independent
accountants for the Company for the fiscal year ending December 31, 1998. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
Annual Meeting with an opportunity to make a statement if he desires to do so,
and such representative is expected to be available to respond to appropriate
questions.
STOCKHOLDER PROPOSALS
The proxy rules adopted by the SEC provide that certain proposals by the
Company stockholders must be included in the proxy statement for the Company's
Annual Meeting. For a proposal to be considered for inclusion in next year's
proxy statement, it must be received by the Company no later than December 4,
1998.
17
<PAGE>
The Company stockholders also may bring business for consideration at next
year's Company Annual Meeting (the "1999 Meeting"). In addition to any other
applicable requirements, the Company Bylaws provide that in order for business
to be properly brought before the 1999 Meeting by a stockholder, the stockholder
must give notice of such business in writing to the secretary of the Company.
The notice must be delivered to or mailed and received at the principal
executive offices of the Company, not less than fifty days nor more than
seventy-five days prior to the 1999 Meeting; provided, however that in the event
that less than sixty-five days' notice or prior public disclosure of the date of
the 1999 Meeting is given or made to stockholders, notice by the stockholder
must be received not later than the close of business on the fifteenth day
following the day on which such notice of the date of the 1999 Meeting was
mailed or such public disclosure was made, whichever occurs first. A
stockholder's notice to the secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the 1999 Meeting (i) a brief description
of the business desired to be brought before such meeting and their reasons for
conducting such business at such meeting, (ii) the name and record address of
the stockholder proposing such business, (iii) the class, series and number of
shares of the Company which are beneficially owned by the stockholder, and (iv)
any material interest of the stockholder in such business and (b) as to the
stockholder giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the Company which
are beneficially owned by the stockholder. Any stockholder business not meeting
these requirements will not be brought before the 1999 Meeting.
OTHER MATTERS
The Board of Directors of the Company knows of no matters to be presented at
the Annual Meeting other than those described in this Proxy Statement. Other
business may properly come before the Company Annual Meeting, and in that event
it is the intention of the persons named in the accompanying proxy to vote in
accordance with their judgment on such matters.
The Company's Annual Report to Stockholders, including the Company's audited
financial statements for the year ended December 31, 1997, is being mailed
herewith to all stockholders of record. THE COMPANY WILL PROVIDE WITHOUT CHARGE
TO ANY PERSON SOLICITED HEREBY, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS
OF AGC, FOR THE YEAR ENDED DECEMBER 31, 1997 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO THE INVESTOR RELATIONS
DEPARTMENT OF THE COMPANY, AT 2951 28TH STREET, SUITE 3001, SANTA MONICA,
CALIFORNIA 90405.
ALL STOCKHOLDERS ARE URGED TO IMMEDIATELY COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ James M. Stanich
James M. Stanich
President and Director
Santa Monica, California
April 1, 1998
18
<PAGE>
- --------------------------------------------------------------------------------
NATIONAL GOLF PROPERTIES, INC.
ANNUAL MEETING OF STOCKHOLDERS--MAY 5, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of NATIONAL GOLF PROPERTIES, INC., a Maryland
corporation ("NGP"), revoking all prior proxies, does hereby nominate,
constitute and appoint James M. Stanich and Scott S. Thompson, or either of
them, the true and lawful proxies, agents and attorneys-in-fact of the
undersigned, with full power of substitution to vote all shares of common
stock of NGP, standing in the name of the undersigned on NGP's books at the
close of business on March 16, 1998, at the Annual Meeting of Stockholders to
be held at DC3 Restaurant - Flight Room, 2800 Donald Douglas Loop North,
Santa Monica, California on Tuesday, May 5, 1998 at 9:00 a.m. local time (or
at any adjournments or postponements thereof) (the "Annual Meeting"), with
all the powers which would be possessed by the undersigned if personally
present, upon the following items, as further described in the accompanying
Proxy Statement dated April 1, 1998 (the "Proxy Statement"):
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Please mark
your vote [X]
as in this
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NAMED
NOMINEES.
1. Election of Directors to vote for both of the following nominees: Bruce
Karatz, James M. Stanich.
FOR WITHHOLD
For both nominees except: _______________ [_] [_]
2. In their discretion, to vote on any other matter that may properly come
before the Annual Meeting and at any adjournments or postponements thereof.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE TO ENSURE RECEIPT PRIOR TO THE ANNUAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
IF NO CONTRARY INSTRUCTION IS INDICATED ABOVE, THIS PROXY WILL BE VOTED FOR
ELECTION OF THE NAMED NOMINEES.
The undersigned hereby acknowledges receipt of the accompanying Notice of An-
nual Meeting of Stockholders dated April 1, 1998 and Proxy Statement.
I PLAN TO ATTEND THE ANNUAL MEETING. [_]
Signature(s) ____________________________ Date _______________________ , 1998
Note: Please sign name exactly as your name (or names) appears printed in the
space above. When signing as attorney, executor, administrator, trustee
or guardian, please give full title. If more than one trustee, all should
sign. All joint owners must sign.
- --------------------------------------------------------------------------------
