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Filed Pursuant to Rule 424 (b)(3)
File No. 333-67403
NATIONAL GOLF PROPERTIES, INC.
PROSPECTUS SUPPLEMENT NO. 1
March 16, 2000
(To Prospectus dated October 19, 1999)
This Prospectus Supplement supplements information contained in that certain
Prospectus dated October 19, 1999 relating to the possible offer and sale of up
to 2,800,616 shares of common stock of National Golf Properties, Inc. by the
selling stockholders identified in the Prospectus. The selling stockholders are
offering these shares of common stock for resale upon the exchange of the
selling stockholders' units of limited partnership interest in National Golf
Operating Partnership, L.P. We will not receive any of the proceeds from the
sale of the shares of our common stock offered by the selling stockholders.
Our shares of common stock are traded on the New York Stock Exchange under the
symbol "TEE."
You should consider the risks discussed in "Risk Factors" beginning on page 5 of
the accompanying Prospectus before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement. Any representation to the
contrary is a criminal offense.
This Prospectus Supplement is not complete without the Prospectus, and may not
be delivered or utilized except in connection with the Prospectus. The
additional selling Stockholders named below may only deliver this Prospectus
Supplement with the Prospectus. This Prospectus Supplement is incorporated by
reference into the Prospectus, and all terms used herein shall have the meaning
assigned to them in the Prospectus.
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ADDITIONAL SELLING STOCKHOLDERS
The following supplements the information set forth in the table beginning on
page 60 of the Prospectus and contained in the section of the Prospectus
entitled "Selling Stockholders," to make the following change and additions to
the Selling Stockholders:
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<TABLE>
<CAPTION>
Name Shares of Common Units Maximum Shares of Common Units Percentage
Common Stock Number of Common Stock After Offering of
Exchange Shares After Offering Outstanding
Offered Shares
Beneficially
Owned After
Offering
<S> <C> <C> <C> <C> <C> <C>
Oaks Christian 1,250,000 (12) 0 1,250,000 0 0 *
High School
City National Bank, a 1,250,000 (14) 0 1,250,000 0 0 *
California banking
corporation (13)
Union Bank of 1,250,000 (14) 0 1,250,000 0 0 *
California, N.A. (13)
</TABLE>
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* Represents less than 1%
(12) Change to Oaks Christian High School description reflects the exchange of
common units for shares of common stock by that Selling Stockholder
effective March 14, 2000.
(13) City National Bank, a California banking corporation and Union Bank of
California, N.A. are parties to a Credit Agreement among each of them and
Oaks Christian High School, as Borrower. In connection with such Credit
Agreement those banks will receive a security interest in the common stock
issued upon exchange of the common units owned by Oaks Christian High
School. Such shares may be sold by such banks upon the exercise of
remedies upon an event of default under such Credit Agreement.
(14) Represent the same 1,250,000 exchange shares offered by Oaks Christian
High School in the Prospectus to be pledged for the joint benefit of City
National Bank, a California banking corporation and Union Bank of
California, N.A. Accordingly, such shares are excluded from the total
number shares of common stock and exchange shares set forth in the
Prospectus.
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The Selling Stockholders identified in the table set forth in the Prospectus may
have sold, transferred or otherwise disposed of all or a portion of their
exchange shares since the date on which they provided us with information
regarding their securities, and we have not made any independent inquiries as of
the foregoing.
National Golf Properties, Inc. may from time to time include additional Selling
Stockholders and information about such Selling Stockholders' plans of
distribution in future supplements to the Prospectus.
Unless otherwise noted, all information provided in this Prospectus Supplement
is as of March 16, 2000.
This Prospectus Supplement is dated March 16, 2000
