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UNITED STATES
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 August 30, 1996
COMMISSION FILE NO. 0-24812
BRASSIE GOLF CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 56-1781650
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5806 -A Breckenridge Parkway, Tampa, FL 33610
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(Address of principal executive offices)
(813) 621-4653
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(Registrant's telephone number, including area code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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BRASSIE GOLF CORPORATION
FORM 8 - K
TABLE OF CONTENTS
<TABLE>
<S> <C>
Item 1. Changes in Control of Registrant - None
Item 2. Acquisition or Disposition of Assets .............................................. Page 3
Item 3. Bankruptcy or Receivership - None
Item 4. Changes in Registrant's Certifying Accountant - None
Item 5. Other Events - None
Item 6. Resignations of Registrant's Directors - None
Item 7. Financial Statements and Exhibits ................................................. Page 4
Signatures ................................................................................. Page 5
Exhibit 99.1 Agreement in Principle between Brassie Golf Corporation and
the Edmonton Pipe Industry Pension Trust Fund Dated
February 21, 1996 ..................................................... Page 6-7
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ITEM 2. Acquisition or Disposition of Assets
The Company has disposed of a substantial amount of the common stock of two of
its consolidated subsidiaries, The Gauntlet at Laurel Valley, Inc., ("GLV") and
the Gauntlet at Myrtle West, Inc., ("GMW").
Effective August 15, 1996, in compliance with a temporary mandatory injunction
issued by the 13th Circuit Court of Florida, the Company transferred 45% of the
common stock of GLV and GMW to its minority partner and shareholder, the
Edmonton Pipe Industry Pension Trust Fund ("Edmonton"). The Company has
retained an equity investment of 30% of the common stock and ownership in GLV
and GMW. The temporary mandatory injunction enforces a portion of an Agreement
in Principle dated February 21, 1996 ("AIP") entered into by parties including
the Company and Edmonton. The Company disagrees with Edmonton as to the
interpretation and enforceability of the AIP and the Company plans to seek a
judicial determination of these issues.
On August 15, 1996 the Company filed in the 2nd District Court of Appeal of
Florida an appeal of the temporary mandatory injunction. While the Company
cannot predict the outcome of this appeal, the Company anticipates a successful
outcome of the appeal and a reacquisition of the transferred stock.
See Note D, Legal Proceedings in the June 30, 1996 Form 10-QSB, incorporated
herein by reference.
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ITEM 7. Financial Statements and Exhibits
A. Financial Statements of Businesses Disposed - It is impracticable to provide
the required financial statements for the disposed businesses at this time.
The required financial statements shall be filed by amendment to this Report on
Form 8K as soon as practicable, but not later than sixty (60) days after this
Report is required to be filed.
B. Pro Forma Financial Information - It is impracticable to provide the
required pro forma financial information relating to the disposed businesses at
this time. This required pro forma financial information shall be filed by
amendment to this Report on Form 8K as soon as practicable, but not later than
sixty (60) days after this Report is required to be filed.
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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 herein duly authorized.
BRASSIE GOLF CORPORATION
By: /s/ Stephen A. Tucker
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Stephen A. Tucker
(Principal Financial and Accounting Officer)
Date: August 30, 1996
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EXHIBIT 99.1
AGREEMENT IN PRINCIPLE
The UA Canadian Pipeline Industry National Pension Plan, Edmonton Pipe
Industry Pension Trust Fund and Canadian P.T. Limited (hereinafter referenced
to as "UA Pension Funds") and Brassie Golf Corporation (hereinafter "Brassie")
have entered into four separate corporate transactions creating four
corporations of which the UA Pension Funds and Brassie are equity owners and
which are hereinafter referred to as the four corporations or the golf courses
identified as:
A. The Gauntlet at Curtis Park, Inc. (Virginia)
B. The Gauntlet at St. James, Inc. (North Carolina)
C. The Gauntlet at Laurel Valley, Inc. (South Carolina)
D. The Gauntlet at Myrtle West, Inc. (South Carolina)
Because of certain defaults and late payments that have occurred and it
being the desire of the UA Pension Funds, Brassie and the four corporations
listed above to avoid further defaults and most particularly any defaults on
the NationsBank loans, the undersigned parties agree for valuable consideration
as is set-forth below and agree to execute all further documents and take all
further actions required to effectuate these agreements:
1. A tabulation will be made of all debts payable as of February
29, 1996 at all four (4) courses which calculations shall include all trade
accounts payable, taxes payable, interest and penalties payable to NationsBank
and the UA Pension Funds, and all other amounts owing. These amounts will be
paid in full by the Brassie.
2. An inventory will be done of all tangible stock in trade as of
February 29, 1996, and Brassie will be allowed a credit of 70% of the value of
the tangible stock and trade against the payments required under Paragraph 1,
supra. Stock and trade means any items held for resale.
3. Brassie will immediately assign the UA Pension Funds sufficient
common stock in the four corporations so that the transfer, the UA Pension
Funds will own 70% of the outstanding equity and Brassie will own 30%.
4. To the extent the UA Pension Funds advance any money to the
four corporations, Brassie shall be liable to the UA Pension Funds for 30% of
such advances.
5. Gordon Ewart warrants and covenants that he has the authority
to enter into this agreement on behalf of Brassie, and that he will submit to
the UA Pension Funds within seven (7) days an attested Resolution of the
Brassie Board of Directors certifying that this agreement is valid and binding
on Brassie.
6. On February 21, 1996, Brassie and the UA National Fund (or
representatives there) signed a joint resolution giving UA Pension Fund certain
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financial controls over the expenditures by the Gauntlet at Curtis
Park, Inc., and it is the intention of Brassie to place similar restriction on
the other three courses and to execute identical agreements concerning the
expenditures at those other courses.
7. The monthly management fees paid to Brassie shall be limited to
$3,500.00 USD per month, per course and the accounting fee paid to Brassie
shall be limited to $1,500.00 USD per month, per course. When any course has a
positive cash flow, Brassie shall be permitted to increase its management fee
by an amount equal to 30% of a month's positive cash flow, but the management
fee shall not exceed a total of $4,500.00 USD per month.
8. Brassie and Gordon Ewart agree to arrange for Allen Jefferson to
be repaid the approximately $179,000.00 USD he has advanced for payment of debt
to National Bank on behalf of one or more of the four corporations and to repay
Allen Jefferson approximately $10,000.00 USD in unpaid expenses.
9. Gordon Ewart joins in this agreement to personally guarantee
the obligations of Brassie.
10. All parties and signatories agree to use good faith efforts to
execute and deliver all additional documentation required to carry out this
agreement and to obtain any approvals (including that of NationsBank) that may
be necessary or advisable.
AGREE TO:
/s/ Gordon Ewart /s/ George Meservier
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Brassie Gold Corp by Gordon George Meservier for UA
Ewart, Chairman of the Board National Pension Plan
/s/ Gordon Ewart /s/ Milan Milkovich
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Gordon Ewart, Individually Milan Milkovich for
Canadian P.T. Limited Pension
Fund
/s/ Allen Jefferson /s/ Robert Thachuk
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Allen Jefferson on behalf Robert Thachuk for Edmonton
of the four golf courses Pipe Industry Pension Trust
Fund
Noted this 21 day of February 1996.
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