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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 14, 1997
FAMILY GOLF CENTERS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25098 11-3223246
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
225 Broadhollow Road
Melville, New York 11747
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (516) 694-1666
Not Applicable
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(Former Address, if changed since last report)
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Item 5. Other Events.
(a) Over-Allotment Exercise.
On November 14, 1997 Family Golf Centers, Inc. (the "Company") issued
$15,000,000 aggregate principal amount of 5 3/4% Convertible Subordinated Notes
(the "Notes") to Jefferies & Company, Inc., Oppenheimer & Co., Inc., Prudential
Securities Incorporated and BancAmerica Robertson Stephens (the "Initial
Purchasers") in connection with the exercise of an over-allotment option (the
"Over-Allotment"). The Initial Purchasers purchased the Notes at a discount of
3.0% ($450,000). The Notes will be convertible at the option of the holders
thereof into shares of common stock, par value $0.01 per share, of the Company
at any time after January 13, 1998 and prior to maturity, unless previously
redeemed, at a conversion price of $37.250 per share, subject to adjustment
upon the occurrence of certain events.
The Notes mature on October 15, 2004 and bear interest at the rate of
5 3/4% per annum, payable semi-annually on April 15 and October 15 of each year
commencing April 15, 1998. The Notes are unsecured and subordinate to all
present and future Senior Indebtedness (as defined) of the Company. The Notes
are redeemable at the option of the Company, in whole or in part, initially at
102.875% of the principal amount thereof and thereafter at prices declining to
100% at October 15, 2003, together with accrued and unpaid interest, except
that no redemption may be made prior to October 15, 2000. Upon a Change of
Control (as defined), each holder of Notes shall have the right, at the
holder's option, to require the Company to repurchase such holder's Notes at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the Repurchase Date (as defined), if any.
Pursuant to a registration rights agreement, the Company is obligated,
subject to certain exceptions, to file a registration statement as to the Notes
and the underlying common stock by January 13, 1998 and to maintain the
effectiveness of such registration statement for at least two years from such
date.
The Notes were sold to the Initial Purchasers pursuant to section 4(2)
of the Securities Act of 1933 and the Notes are being offered and sold by the
Initial Purchasers within the United States only to "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act of 1933) in
compliance with Rule 144A.
The net proceeds of the Over-Allotment will be used for general
corporate purposes, including future acquisitions and working capital.
(b) Sale of Certain Assets.
On November 17, 1997 the Company consummated the sale of six of the
seven stand-alone bowling centers it acquired in connection with its
acquisition of Leisure Complexes, Inc., a New York corporation, in July 1997.
Proceeds from the sale consist of $15.5 million in cash,
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which the Company intends to use to repay existing indebtedness, in the amount
of $10,000,000, with the balance to be used for working capital and to pay
deferred corporate income taxes arising from the transaction.
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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.
November 20, 1997.
FAMILY GOLF CENTERS, INC.
By: /s/ Pamela S. Charles
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Pamela S. Charles,
Vice President and Secretary
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