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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO 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):
January 30, 1998
FAMILY GOLF CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25098 11-3223246
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
225 Broadhollow Road
Melville, New York 11747
(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (516) 694-1666
Not Applicable
(Former Address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
By Current Report on Form 8-K, dated February 13, 1998 (the "Original
Form 8-K"), Family Golf Centers, Inc. (the "Company") reported the completion
of its acquisition of MetroGolf Incorporated ("MetroGolf") under the caption
"Item 2. Acquisition or Disposition of Assets." The acquisition of MetroGolf
should have been reported under the caption "Item 5. Other Events."
Accordingly, the disclosure previously provided under Item 2 is hereby
deleted.
Item 5. Other Events.
By the Original Form 8-K, the Company reported the completion of its
acquisition of Metro under the caption "Item 2. Acquisition or Disposition of
Assets." The acquisition of Metro should have been reported under the caption
"Item 5. Other Events." Accordingly, the Original Form 8-K is hereby
amended and supplemented as follows:
On January 30, 1998 Family Golf Acquisition, Inc., a Colorado
corporation ("Acquisition"), and wholly-owned subsidiary of Family Golf
Centers, Inc. (the "Company"), consummated a tender offer which resulted in
the acquisition of approximately 6,846,433 shares of common stock, no par
value per share ("Shares"), of MetroGolf Incorporated, a Colorado corporation
("MetroGolf") for an aggregate purchase price of $10,269,649. MetroGolf
Shares are listed for trading on the Nasdaq SmallCap Market and The Boston
Stock Exchange. The acquisition was accomplished pursuant to a tender offer
by Acquisition to purchase all of the outstanding Shares of MetroGolf at a
price of $1.50 per Share, net to the seller in cash without interest. The
tender offer expired as of 5:00 p.m., New York City time on Friday, January
30, 1998, and the tendered Shares were accepted for payment by Acquisition on
Monday, February 2, 1998. The funds used to make the acquisition were derived
from the working capital of the Company.
The tendered Shares represented approximately 88.6% of the total
outstanding Shares of MetroGolf as of January 30, 1998. Accordingly, the
minimum tender condition, which required that the tendered Shares constitute
not less than a majority of the outstanding Shares of MetroGolf on a fully
diluted basis, has been satisfied. Subsequently, the Company has, by way of
private transactions, acquired an additional 266,400 Shares, resulting in an
aggregate of 7,112,833 Shares representing approximately 92.0% of the total
outstanding Shares of MetroGolf.
Pursuant to the Agreement and Plan of Merger, dated as of December
23, 1997, by and among Acquisition, the Company and MetroGolf, Acquisition
intends to merge with and into MetroGolf (the "Merger"). In connection with
the Merger, each issued and outstanding Share (other than Shares owned by
Acquisition and Shares with respect to which dissenters' rights have been
demanded and perfected in accordance with applicable Colorado law) shall be
converted into and represent the right to receive $1.50 in cash.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
By the Original Form 8-K, the Company reported the completion of its
acquisition of MetroGolf under the caption "Item 2. Acquisition or Disposition
of Assets." The acquisition of MetroGolf should have been reported under the
caption "Item 5. Other Events." Accordingly, financial disclosure is not
required and the disclosure previously provided under Item 7. Financial
Statements, Pro Forma Financial Information and Exhibits is hereby deleted.
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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.
May 14, 1998
FAMILY GOLF CENTERS, INC.
By: /s/ Pamela S. Charles
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Pamela S. Charles,
Vice President and Secretary
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