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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):
October 16, 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.
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On October 16, 1997 Family Golf Centers, Inc. (the "Company") issued
$100,000,000 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"). The Initial Purchasers purchased the Notes at a
discount of 3.0% ($3,000,000) and have a 30-day option to purchase up to
$15,000,000 aggregate principal amount of additional Notes on the same terms.
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 60
days following the latest date of original issuance thereof 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 within 60 days following the
latest date of original issuance of the Notes to maintain the effectiveness of
such registration statement for at least two years from the latest date of
original issuance of the Notes.
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 and to a limited number of institutional
"accredited investors" (as defined in Rule 501(A)(1), (2), (3) or (7) under
the Securities Act of 1933).
The net proceeds of the offering will be used (i) to repay existing
indebtedness of the Company, (ii) to fund certain capital expenditures and
(iii) for general corporate purposes, including future acquisitions and
working capital.
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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.
October 16, 1997.
FAMILY GOLF CENTERS, INC.
By: -----------------------------
Pamela S. Charles,
Vice President and Secretary
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