SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 24, 1997
---------------------------------
Royal Grip, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22230 86-0615648
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
444 West Geneva, Tempe, Arizona 85282
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 829-9000
------------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
1
<PAGE>
Item 5. Other Events.
On January 24, 1997, the Company announced that it executed a letter of
intent to combine with FM Precision Golf Corporation, a privately held golf club
shaft manufacturer based in Torrington, Connecticut. The proposed transaction is
more fully described in the press releases included herein as Exhibit 99.
Item 7. Exhibits
Exhibit
Number Description Page
- --------------------------------------------------------------------------------
99 Press Releases issued on January 24, 1997 Filed herewith
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.
ROYAL GRIP, INC.
Date: February 5, 1997 /s/ Thomas Schneider
-------------------------
Thomas Schneider
Vice President of Finance
2
================================================================================
Royal Grip, Inc. Signs Letter of Intent to
Combine with FM Precision Golf Corporation
================================================================================
FOR IMMEDIATE RELEASE
Contact: Tom Schneider, Vice President-Finance, Royal Grip, Inc. (602) 829-9000
Max Ramras, Joe Dorame, Jim Estrada, RCG Capital Markets Group, Inc.
(602) 998-7555
(January 24, 1997) Tempe, Arizona - Royal Grip, Inc. (NASDAQ: GRIP) is pleased
to announce that it has executed a letter of intent to combine with FM
Precision, a privately-held golf club shaft manufacturer based in Torrington,
Connecticut. While specific terms and conditions of the transaction are not
being disclosed, FM Precision shareholders will obtain a majority interest in
Royal Grip, Inc.
FM Precision is a premier shaft manufacturing company with a very successful
product line which includes the revolutionary "Rifle" shaft. The company was
purchased by Richard Johnston, Chris Johnston, David Johnston, an affiliate of
Berenson Minella & Company and other shareholders in May 1996 from Brunswick
Corporation.
It is anticipated that the Board of Directors of the combined company will
consist of nine persons, three designees from the existing Royal Grip board,
including Danny Edwards, current Chairman and CEO of Royal Grip, and Bob Burg,
current President of Royal Grip, and the current Board of Directors of FM
Precision: Richard Johnston, Chris Johnston, David Johnston, Ray Minella, Ken
Warren and Ron Chalmers.
The currently proposed management of the holding company will be: Richard
Johnston, Chairman, Danny Edwards, Vice Chairman and Chris Johnston, President
and Chief Executive Officer. Ron Chalmers will be Executive Vice President of
the holding company and will continue as President and CEO of FM Precision golf
Manufacturing Corporation and Mr. Robert Burg II, will be the Executive Vice
President of the holding company and President and CEO of the golf grip and
headwear subsidiaries.
The letter of intent is subject to the due diligence of both parties, execution
of a definitive agreement, the receipt of an independent fairness opinion, the
approval of the board of directors and stockholders of both companies and other
customary conditions.
Danny Edwards, Chairman of Royal Grip, stated: "While there is due diligence yet
to be done, we believe that the proposed transaction will be a significant step
toward increasing the value of Royal Grip for all of our shareholders. FM
Precision is clearly regarded as a high quality manufacturer of steel shafts
with an excellent reputation, particularly within the OEM sector of our
industry. We believe the combination of FM Precision and Royal Grip demonstrates
our focused commitment and intention to grow with our OEM customers."
Bob Burg, President of Royal Grip added, "This opportunity is consistent with
our growth strategy and will make us a stronger company for our shareholders. FM
Precision's management team has a wealth of golf industry knowledge and
credibility. The combination further defines our commitment to the industry and
strengthens our platform to grow."
--more--
<PAGE>
--continued--
Chris Johnston, Chairman of FM Precision commented: "We are excited to bring
these two customer oriented companies together. This combination will make us a
significant force in the golf component segment. Royal Grip's reputation as a
high quality producer of golf grips and sports headwear is what attracted us to
their company. We look forward to completing our due diligence review and
successfully consummating this transaction."
Royal Grip is a designer and distributor of high quality golf club grips and
sports headwear. The Company's golf club grips feature innovative designs and
compounds and are sold to leading club manufacturers, pro shops and retail golf
centers. The Company's headwear operations produce high quality, customized golf
and baseball-style caps for resale to team outfitters, college teams and
bookstores and resorts and country clubs.
This press release includes statements which may constitute forward looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. This information may involve risks and
uncertainties that could cause actual results to differ materially from the
forward looking statements. Factors which would cause or contribute to such
differences include but are not limited to factors detailed in the Company's
Securities and Exchange Commission filings.
--end--
<PAGE>
================================================================================
Royal Grip, Inc. And FM Precision Golf Corp.
Announce Preliminary Terms of Letter of Intent
to Combine
================================================================================
FOR IMMEDIATE RELEASE
Contact: Tom Schneider, Vice President-Finance, Royal Grip, Inc. (602) 829-9000
Max Ramras, Joe Dorame, Jim Estrada, RCG Capital Markets Group, Inc.
(602) 998-7555
(January 24, 1997) Tempe, Arizona - Royal Grip, Inc. (NASDAQ: GRIP) is pleased
to announce that it has executed a letter of intent to combine with FM
Precision, a privately-held golf club shaft manufacturer based in Torrington,
Connecticut. As currently contemplated in the letter of intent, current Royal
Grip shareholders will own approximately 35 percent of the fully diluted shares
of the combined company and current FM Precision shareholders will own
approximately 65 percent of the fully diluted shares of the combined company.
FM Precision is a premier golf shaft manufacturing company with a very
successful product line which includes the revolutionary "Rifle" shaft. The
company was purchased by Richard Johnston, Chris Johnston, David Johnston, an
affiliate of Berenson Minella & Company and other shareholders in May 1996 from
Brunswick Corporation.
For the six months ended November 30, 1996, FM Precision recorded net sales of
approximately $10.5 million and pre-tax income of $1.6 million. These numbers
are internally prepared and unaudited and are subject to further due diligence.
It is anticipated that the Board of Directors of the combined company will
consist of nine persons, three designees from the existing Royal Grip board,
including Danny Edwards, current Chairman and CEO of Royal Grip, and Bob Burg,
current President of Royal Grip, and the current Board of Directors of FM
Precision: Richard Johnston, Chris Johnston, David Johnston, Ray Minella, Ken
Warren and Ron Chalmers.
The currently proposed management of the holding company will be: Richard
Johnston, Chairman, Danny Edwards, Vice Chairman and Chris Johnston, President
and Chief Executive Officer. Ron Chalmers will be Executive Vice President of
the holding company and will continue as President and CEO of FM Precision Golf
Manufacturing Corporation and Mr. Robert Burg II, will be the Executive Vice
President of the holding company and President and CEO of the golf grip and
headwear subsidiaries.
The letter of intent is subject to the due diligence of both parties, execution
of a definitive agreement, the receipt of an independent fairness opinion, the
approval of the board of directors and stockholders of both companies and other
customary conditions.
Danny Edwards, Chairman of Royal Grip, stated: "While there is due diligence yet
to be done, we believe that the proposed transaction will be a significant step
toward increasing the value of Royal Grip for all of our shareholders. FM
Precision is clearly regarded as a high quality manufacturer of steel shafts
--more--
<PAGE>
--continued--
with an excellent reputation, particularly within the OEM sector of our
industry. We believe the combination of FM Precision and Royal Grip demonstrates
our focused commitment and intention to grow with our OEM customers."
Bob Burg, President of Royal Grip added, "This opportunity is consistent with
our growth strategy and will make us a stronger company for our shareholders. FM
Precision's management team has a wealth of golf industry knowledge and
credibility. The combination further defines our commitment to the industry and
strengthens our platform to grow."
Chris Johnston, Chairman of FM Precision commented: "We are excited to bring
these two customer oriented companies together. This combination will make us a
significant force in the golf component segment. Royal Grip's reputation as a
high quality producer of golf grips and sports headwear is what attracted us to
their company. We look forward to completing our due diligence review and
successfully consummating this transaction."
Royal Grip is a designer and distributor of high quality golf club grips and
sports headwear. The Company's golf club grips feature innovative designs and
compounds and are sold to leading club manufacturers, pro shops and retail golf
centers. The Company's headwear operations produce high quality, customized golf
and baseball-style caps for resale to team outfitters, college teams and
bookstores and resorts and country clubs.
This press release includes statements which may constitute forward looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. This information may involve risks and
uncertainties that could cause actual results to differ materially from the
forward looking statements. Factors which would cause or contribute to such
differences include but are not limited to factors detailed in the Company's
Securities and Exchange Commission filings.
--end--
