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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Family Golf Centers, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
30701A 10 6
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(CUSIP Number)
Dominic Chang,
Family Golf Centers, Inc.
225 Broadhollow Road,
Melville, N.Y. 11747
(516) 694-1666
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [X].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 30701A 10 6 PAGE OF PAGES
<S> <C> <C>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Dominic Chang
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7. SOLE VOTING POWER 2,569,334*
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 2,569,334*
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,569,334*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%
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14. TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
*Includes (i) 1,000 shares of common stock owned by Mr. Chang's children
and (ii) options to purchase 10,000 shares, which are currently exercisable.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Family Golf Centers, Inc. (the "Company"), whose
principal executive offices are located at 225 Broadhollow Road, Melville,
New York, 11747.
Item 2. Identity and Background.
(a) This statement is filed by Dominic Chang.
(b) The business address of Mr. Chang is 225 Broadhollow Road, Melville,
New York, 11747.
(c) The principal occupation of Mr. Chang is as Chairman of the Board,
Chief Executive Officer and President of the Company.
(d) Mr. Chang has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Chang has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect thereto.
(f) Mr. Chang is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price (excluding commissions) of the shares owned
by Mr. Chang is approximately $457,834.11. Such shares were purchased with
personal funds.
Item 4. Purpose of Transaction.
The shares owned by Mr. Chang are held for investment. Mr. Chang intends
to review his investment in the Company on a continuing basis and, depending
upon various factors, including the Company's business affairs and financial
position, the price levels of the shares of the Common Stock, and conditions
in the securities markets and general economic and industry conditions,
Mr. Chang will take such actions with respect to his investment in the Company
as he deems appropriate in light of the circumstances existing from time to
time. Such actions may include the acquisition of additional shares of the
Common Stock through open-market and privately negotiated transactions, and,
may, subject to applicable securities laws,
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include the sale of some or all of his holdings in the open market or in
privately negotiated transactions to one or more purchasers under appropriate
circumstances.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate percentage of shares of the Common Stock reported as
owned by Mr. Chang is based upon 11,769,732 shares outstanding, which is the
number of shares outstanding at November 12, 1996, as reported in the Company's
quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1996.
As of the close of business on February 11, 1997, Mr. Chang: (i) owns
2,558,334 shares of Common Stock directly, (ii) owns 1,000 shares of Common
Stock indirectly (which shares are owned by Mr. Chang's children) and (iii)
holds options to purchase 10,000 shares of Common Stock, which options are
currently exercisable, aggregating 2,569,334 shares of Common Stock. Such
shares constitute approximately 21.8% of the shares outstanding (based upon
the 7,779,732 shares which would be outstanding upon the exercise of Mr.
Chang's options).
(b) Mr. Chang has the sole power to vote and direct the vote and to
dispose and direct the disposition of the shares of the Common Stock owned by
him.
(c) All transactions in the Common Stock in the sixty days preceding the
date of this Schedule 13D by Mr. Chang are set forth on Schedule A hereto. All
of such transactions were effected through the open-market.
(d) No person other than Mr. Chang is known to have the right to receive
or the power to direct the receipt of dividends from or the proceeds from the
sale of the Common Stock owned by Mr. Chang.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to Mr. Chang's Employment Agreement with the Company, Mr. Chang
was granted an option to purchase 10,000 shares of the Company's Common Stock
at an exercise price of $6.75 per share. Such option is currently exercisable.
In addition, Mr. Chang has pledged 174,000 shares of Common Stock owned by him
to United Orient Bank and 187,750 shares of Common Stock owned by him to
Chemical Bank, each to secure a personal loan to Mr. Chang.
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Except as set forth in this Item 6, Mr. Chang does not have any contracts,
arrangements, understandings or relationships with respect to the Common Stock
of the Company.
Item 7. Material to be Filed as Exhibits.
1. Amendment No. 1 to Employment Agreement, dated March 8, 1995, by and
between Dominic Chang and Family Golf Centers, Inc.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 1997
/s/ Dominic Chang
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Dominic Chang
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SCHEDULE A
Transactions in the Common Stock
Number of Shares Price Per Share
Date Purchased (Sold) (Excluding Commission)
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2/11/97 20,000 $22.5891
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AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
Amendment No. 1 dated March 8, 1995 to the Employment Agreement, dated as
of September 11, 1994 (the "Employment Agreement") between Family Golf Centers,
Inc., a Delaware corporation with offices at 225 Broadhollow Road, Melville,
New York 11747 (the "Company"), and Dominic Chang (the "Employee").
The Company and the Employee desire to amend the Employment Agreement in
certain respects as hereinafter set forth, on the terms and conditions
hereinafter set forth. Accordingly, the Company and the Employee hereby agree
as follows:
1. Definitions. All capitalized terms used herein which are defined in
the Employment Agreement and not otherwise defined herein are used herein as
defined therein.
2. Term. Section 1 of the Employment Agreement is hereby amended to read
in its entirety as follows:
1. TERM. The Company desires to engage Employee, and Employee
agrees to serve, on the terms and conditions of this
Agreement for a period commencing on the date hereof, and
ending December 31, 1999, or such shorter period as may be
provided for herein. The period during which Employee is
employed hereunder is hereafter referred to as the
"Employment Period."
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3. Compensation.
(a) Section 3(a)(2) of the Employment Agreement is hereby amended to
read in its entirety as follows:
(2) $65,000 during the year commencing on January 1, 1995 and
ending on December 31, 1995;
(b) The following clause shall be added to the end of Section 3(a):
(6) $160,000 during the year commencing on January 1, 1999 and
ending on December 31, 1999.
4. Stock Options.
(a) Grant of Option. In consideration for the Employee's Agreement to
reduce his compensation during the 1995 calendar year, as provided in Section
3(a) hereof, the Company hereby grants to the Employee on the date hereof the
right and option to purchase (subject to adjustment pursuant to Section 4(f)
hereof) 10,000 shares of common stock, par value $.01 per share, of Family
Golf Centers, Inc., at an exercise price per share equal to $6.75 (the
"Exercise Price"), which is equal to the market value as of the date hereof.
(b) Option Period. The option granted hereunder shall expire on March 8,
2005 (the "Expiration Date").
(c) Exercise of Option.
(1) This option may be exercised by the Employee at any time on or
after March 8, 1996 and prior to the Expiration Date.
(2) The Employee may exercise the option (to the extent then
exercisable) by delivering to the Company a written notice duly signed by the
Employee in the form attached hereto as Exhibit A stating the number of shares
that the Employee has elected to purchase, and accompanied by payment (in cash
or by certified check) of an amount equal to the full purchase price for the
shares of Common Stock to be purchased. The notice must also contain a
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statement (if required and in form acceptable to the Company) that the
Employee is acquiring the shares for investment and not with a view toward
their distribution or resale. Following receipt by the Company of such notice
and payment, the Company shall issue, within five (5) business days, the
shares of Common Stock in the name of the Employee and deliver the certificate
therefor to the Employee. No shares of Common Stock shall be issued until full
payment therefor has been made and until the Company has complied with all
requirements of the Securities Act of 1933, the Securities Exchange Act of
1934, any securities exchange on which the Company's stock may then be listed
and all applicable state laws in connection with the issuance of the Shares or
the listing of the Shares on said securities exchange. The Employee shall have
none of the rights of a shareholder in respect of such shares until they are
issued.
(d) Death or Termination of Employment. If the Employee dies while
employed by the Company or terminates his employment with the Company for any
reason, that portion of this option which was exercisable by the Employee at
the time of death or termination, as the case may be, shall be exercisable by
his legal representatives or beneficiaries or the Employee, as the case may
be, at an time prior to the Expiration Date in the case of the Employee's
death or within sixty (60) days after termination, in the case of the
Employee's termination of employment.
(e) Non-Transferability of Option. This option shall not be transferable
other than by will or by the laws of descent and distribution, and may be
exercised during the Employee's lifetime only by him.
(f) Antidilution. The provisions contained in Section 7 of the Company's
1994 Stock Option Plan are incorporated herein.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
FAMILY GOLF CENTERS, INC.
By: /s/ Dominic Chang
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/s/ Dominic Chang
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Dominic Chang
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Exhibit A
PURCHASE FORM
(To be signed and delivered to
Family Golf Centers, Inc.
upon exercise of the Option
The undersigned, the holder of the foregoing Option, hereby irrevocably
elects to exercise the purchase rights represented by such Option, and to
purchase thereunder shares of Common Stock, par value $.01 per share, of
Family Golf Centers, Inc. ("Shares") and herewith makes payment of $
($ per share) therefor, plus $ ($ per share) for
withholding tax, if any, required in connection with the exercise of any such
option, and requests that the Certificates for the Shares be issued in the
name(s) of, and delivered to whose address(es) is/are .
The undersigned hereby represents that the shares to be purchased upon
the exercise of this Option are being purchased for investment only, and not
with a view towards the sale, transfer, or distribution thereof.
Dated: , 19
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