<PAGE>
PROSPECTUS SUPPLEMENT RULE 424(B)(3)
(TO PROSPECTUS, DATED FEBRUARY 6, 1998) REGISTRATION NO. 333-44165
FAMILY GOLF CENTERS, INC.
$115,000,000 5 3/4% Convertible Subordinated Notes Due 2004
4,712,832 Shares of Common Stock
-----------------------------------------------------
All of the share figures in this Prospectus Supplement have been
adjusted to give effect to a three-for-two stock split (the "Stock Split")
effected in the form of a stock dividend declared on April 2, 1998 to holders
of record of the Common Stock on April 20, 1998.
This Prospectus Supplement relates to the resale of up to $115,000,000
aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2004
(the "Notes") of Family Golf Centers, Inc., a Delaware corporation (the
"Company"), issued to the initial purchasers of the Notes (the "Initial
Purchasers") in private placements consummated on October 16, 1997 and November
14, 1997, the resale of up to 4,631,494 shares of common stock, par value $.01
per share (the "Shares" or "Common Stock"), of the Company which are initially
issuable upon conversion of the Notes by any holder thereof and to the offering
that may be made from time to time of up to 81,338 Shares, by, or for the
accounts of, the holders thereof (the "Selling Security Holders"). This
Prospectus Supplement restates all of the names of and amounts owned by Selling
Security Holders to reflect the Stock Split and, in addition, reflects a change
in information as to the names of or amounts owned by certain Selling Security
Holders from that set forth in the Prospectus. See "Selling Security Holders"
and "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is May 28, 1998
<PAGE>
The following table sets forth certain information, as provided by or
on behalf of the Selling Security Holders named below, with respect to the
principal amount of Notes held by such Selling Security Holder and the number
of Shares issuable upon conversion of the Notes. This information was accurate
as of the date such information was provided to the Company. The respective
amounts set forth may have increased or decreased due to trading in the Private
Offerings, Resales and Trading through Automated Linkages ("PORTAL") market or
otherwise since the date such information was provided. The Notes and Shares of
Common Stock offered pursuant to the Registration Statement, of which this
Prospectus Supplement forms a part, may be offered from time to time in whole
or in part by the Selling Security Holders named below. Any or all of the Notes
or Shares of Common Stock listed below may be offered for sale by the Selling
Security Holders from time to time and therefore no estimate can be given as to
the principal amount of Notes or the number of Shares that will be held by the
Selling Security holders upon termination of this offering (except that in each
case, such number will represent less that 1% of the Common Stock outstanding,
unless otherwise indicated). Other than their ownership of the Company's
securities, none of the Selling Security Holders listed below has had any
material relationship with the Company within the past three years, other than
BancAmerica Robertson Stephens and Jefferies & Company, which have acted as
Initial Purchasers and have provided other investment banking services to the
Company. The percentage of Notes outstanding after the Offering is 0% for each
of the Selling Security Holders.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF NOTES CONVERSION SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES THAT COMMON STOCK NUMBER OF COMMON STOCK
THAT MAY BE MAY BE OWNED BEFORE SHARES OUTSTANDING AFTER
NAME SOLD (1) SOLD (2) THE OFFERING (3) OFFERED THE OFFERING (4)
------ ---------- ---------- ---------------- --------- -----------------
<S> <C> <C> <C> <C> <C>
AAM/Zavove Institutional Income 2,300,000 92,630 0 92,630 0%
Fund, L.P. (5)
Air Dome Limited Partnership (6) 0 0 7,500 7,500 0%
Allstate Insurance Company 1,250,000 50,343 0 50,343 0%
Associated Electric Gas & Insurance 300,000 12,083 0 12,083 0%
Services
BancAmerica Robertson Stephens 2,500,000 100,685 0 100,685 0%
Bank of America Convertible Securities 260,000 10,472 0 10,472 0%
Fund
Bankers Trust Trustee for Chrysler 2,848,000 114,700 0 114,700 0%
Corp Pension Plan dated 4/1/89
Baptist Health 85,000 3,424 0 3,424 0%
Bear Stearns Securities 100,000 4,028 0 4,028 0%
Bear Stearns International Customer 1,000,000 40,274 0 40,274 0%
Safe Custody Investments
Bear Stearns International Ltd. 5,270,000 212,244 0 212,244 0%
BNP Arbitrage, SNC 3,000,000 120,822 8,400 120,822 .04%
Bond Fund Series - Oppenheimer Bond 3,000,000 120,822 0 120,822 0%
Fund for Growth
Boston Museum of Fine Arts 36,000 1,450 0 1,450 0%
Robert M. Brotman IRA R/O (7) 35,000 1,410 0 1,410 0%
BSIL 500,000 20,137 0 20,137 0%
CIBC Oppenheimer 3,150,000 126,863 0 126,863 0%
Castle Convertible Fund, Inc. 200,000 8,055 0 8,055 0%
Champion International Corp. Master 500,000 20,137 0 20,137 0%
Retirement Trust
Chase Manhattan NA Trustee for IBM 4,898,000 197,262 0 197,262 0%
Retirement Plan Trust dated 12/18/45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF NOTES CONVERSION SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES THAT COMMON STOCK NUMBER OF COMMON STOCK
THAT MAY BE MAY BE OWNED BEFORE SHARES OUTSTANDING AFTER
NAME SOLD (1) SOLD (2) THE OFFERING (3) OFFERED THE OFFERING (4)
------ ---------- ---------- ---------------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Chrysler Insurance Company Total 30,000 1,209 0 1,209 0%
Return
Davis Convertible Securities Fund 1,000,000 40,274 0 40,274 0%
Delaware PERS 1,000,000 40,274 0 40,274 0%
Delta Airlines Master Trust 1,125,000 45,308 0 45,308 0%
The Dow Chemical Company 825,000 33,226 0 33,226 0%
Employees' Retirement Plan
Dunham & Associates Fund III 10,000 403 0 403 0%
Dunham & Associates Fund II 24,000 967 0 967 0%
Employee Benefit Convertible 130,000 5,236 0 5,236 0%
Securities Fund
Engineers Joint Pension Fund 134,000 5,397 0 5,397 0%
FJH Absolute Return Fund, L.P. 200,000 8,055 0 8,055 0%
Joseph M. and Doris Fitzgerald (8) 0 0 105,407 19,703 . 44%
Forest Fulcrum Fund LP 7,270,000 292,791 0 292,791 0%
Forest Global Convertible Fund Series 7,270,000 292,791 0 292,791 0%
A-5
Forest Global Convertible Fund Series 50,000 2,014 0 2,014 0%
A-1
Fort Dearborn Life Insurance Company 100,000 4,028 0 4,028 0%
Frankhill Associates LP (7) 50,000 2,014 0 2,014 0%
Franklin & Marshall College 226,000 9,102 0 9,102 0%
Golf Masters Limited Partnership (6) 0 0 7,500 7,500 0%
Gustave J. Frerotte and Ann M. Frerotte 50,000 2,014 0 2,014 0%
(7)
David L. Frey (7) 25,000 1,007 0 1,007 0%
Hamilton Partners, Ltd. 1,750,000 70,480 0 70,480 0%
Highbridge Capital Corporation (9) 3,660,000 147,403 0 147,403 0%
How & Co. 410,000 16,513 0 16,513 0%
Husic Capital Management as a 700,000 28,192 0 28,192 0%
Discretionary Assets Manager for the
Ameritech Pension Plan under an
Investment Management Agreement
dated December 22, 1995
ICI American Holdings Pension Trust 400,000 16,110 0 16,110 0%
JEFCO (10) 690,000 27,789 0 27,789 0%
Jefferies & Company 310,000 12,485 0 12,485 0%
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF NOTES CONVERSION SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES THAT COMMON STOCK NUMBER OF COMMON STOCK
THAT MAY BE MAY BE OWNED BEFORE SHARES OUTSTANDING AFTER
NAME SOLD (1) SOLD (2) THE OFFERING (3) OFFERED THE OFFERING (4)
------ ---------- ---------- ---------------- --------- -----------------
<S> <C> <C> <C> <C> <C>
J.P. Morgan & Co., Inc. (11) 4,000,000 161,096 13,350 161,096 .07%
Lee H. Javitch (7) 50,000 2,014 0 2,014 0%
Jefferies & Company 310,000 12,485 0 12,485 0%
KA Management Ltd. 472,489 19,029 0 19,029 0%
KA Trading, L.P. 277,511 11,177 0 11,177 0%
Key Asset Management, Inc. 500,000 20,137 0 20,137 0%
LDG Limited (12) 500,000 20,137 0 20,137 0%
Lincoln National Convertible Securities 1,890,000 76,118 0 76,118 0%
Fund
Lincoln National Life Insurance 1,045,000 42,087 0 42,087 0%
LLT Limited (13) 380,000 15,304 0 15,304 0%
Mainstay Convertible Fund 6,650,000 267,822 58,650 267,822
Edward J. Malek (8) 0 0 21,300 666 .11%
Massachusetts Mutual Life Insurance 1,225,000 49,336 0 49,336 0%
Company (14)
MassMutual Corporate 300,000 12,083 0 12,083 0%
Investors (14)
MassMutual Corporate Value Partners 600,000 24,165 0 24,165 0%
Limited (14)
MassMutual High Yield Partners LLC 725,000 29,199 0 29,199 0%
(14)
MassMutual Participation Investors 150,000 6,041 0 6,041 0%
(14)
McMahan Securities 270,000 10,874 0 10,874 0%
Nalco Chemical Retirement Trust 200,000 8,055 0 8,055 0%
Nicholas-Applegate Income & Growth 1,226,000 49,376 0 49,376 0%
Fund
Frank E. Obryan and Mary Ann Obryan 25,000 1,007 0 1,007 0%
(7)
Orrington Investments L.P. 650,000 26,178 0 26,178 0%
Orrington International Fund Ltd. 395,000 15,909 0 15,909 0%
Pacific Horizon Capital Income Fund 4,400,000 177,205 0 177,205 0%
Pacific Innovation Trust Capital Income 140,000 5,639 0 5,639 0%
Fund
Pacific Life Insurance 500,000 20,137 0 20,137 0%
Paloma Securities 2,550,000 102,699 0 102,699 0%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF NOTES CONVERSION SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES THAT COMMON STOCK NUMBER OF COMMON STOCK
THAT MAY BE MAY BE OWNED BEFORE SHARES OUTSTANDING AFTER
NAME SOLD (1) SOLD (2) THE OFFERING (3) OFFERED THE OFFERING (4)
------ ---------- ---------- ---------------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Port Authority of Allegheny County 600,000 24,165 0 24,165 0%
Retirement and Disability Allowance
Plan for the Employees Represented by
Local 85 of the Amalgamated Transit
Union
Reserve Convertible Securities Fund 400,000 16,110 0 16,110 0%
Retirement Plans of Atlantic Richfield 5,000,000 201,370 0 201,370 0%
Co. and Certain of its Subsidiaries
Master Trust
RJR Nabisco, Inc. Defined Benefit 450,000 18,124 0 18,124 0%
Master Trust
Robert L. Rosen and Dale Atkins Rosen 50,000 2,014 0 2,014 0%
(7)
Benjamin M. Rosen (7) 50,000 2,014 0 2,014 0%
Janet Rudrick (8) 0 0 15,005 2,805 .06%
Safeco Income Fund 20,000,000 805,478 0 805,478 0%
San Diego County 1,112,000 44,785 0 44,785 0%
San Diego City Retirement 1,200,000 48,329 0 48,329 0%
Shepherd Investments International Ltd. 2,000,000 80,548 0 80,548 0%
Silverton International Fund Limited 1,700,000 68,466 0 68,466 0%
Societe Generale Securities Corporation 4,350,000 175,192 0 175,192 0%
Sound Shore Partners, L.P. 500,000 20,137 0 20,137 0%
Stark Investment 2,000,000 80,548 0 80,548 0%
State Street Bank Custodian for GE 1,528,000 61,539 0 61,539 0%
Pension Trust
John J. Streitmarter (8)(15) 0 0 12,525 12,525 0%
Susquehanna Capital Group 1,150,000 46,315 0 46,315 0%
TQA Arbitrage Fund, L.P. 750,000 30,206 0 30,206 0%
TQA Leverage Fund, L.P. 500,000 20,137 0 20,137 0%
TQA Vantage Fund, Ltd. 3,000,000 120,822 0 120,822 0%
TQA Vantage Plus Fund, Ltd. 500,000 20,137 0 20,137 0%
United National Insurance 90,000 3,625 0 3,625 0%
University of Pittsburgh Medical Center 250,000 10,069 0 10,069 0%
UPMC Guyasuta SMMH 150,000 6,041 0 6,041 0%
Vista Growth and Income Fund 2,250,000 90,617 0 90,617 0%
Wake Forest University 263,000 10,592 0 10,592 0%
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF NUMBER OF
OF NOTES CONVERSION SHARES OF PERCENTAGE OF
BENEFICIALLY OWNED SHARES THAT COMMON STOCK NUMBER OF COMMON STOCK
THAT MAY BE MAY BE OWNED BEFORE SHARES OUTSTANDING AFTER
NAME SOLD (1) SOLD (2) THE OFFERING (3) OFFERED THE OFFERING (4)
------ ---------- ---------- ---------------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Walker Art Center 215,000 8,659 0 8,659 0%
Wayne C. Walker and Terrilynne 15,000 605 0 605 0%
Walker (7)
Weirton Trust 560,000 22,554 0 22,554 0%
Robert J. Williams (8) 0 0 30,639 30,639 0%
Zazove Convertible Fund, LP 650,000 26,178 0 26,178 0%
ZENECA Holdings 400,000 16,110 0 16,110 0%
</TABLE>
(1) The information set forth herein is as of the date such information was
provided to the Company by the United States Trust Company of New York
and/or by the Selling Security Holders. Of the $115 million aggregate
principal amount of Notes, $113.57 million are held through DTC in street
names. Since the original issuance of the Notes, some of the Notes have
been traded on PORTAL or otherwise and in some instances, Notes may be
listed in the name of both the transferor and the transferee.
Consequently, the aggregate Principal Amount of Notes Beneficially Owned
That May be Sold exceeds the $115 million aggregate principal amount of
Notes outstanding.
(2) Assumes conversion of the full amount of Notes held by such holder at the
initial rate of $24.83 in principal amount of Notes per share of Common
Stock.
(3) Does not include the Conversion Shares. Includes the following numbers of
shares of Common Stock held in escrow for the following Selling Security
Holders: Janet Rudnick - 1,329; Joseph M. and Doris Fitzgerald - 9,350;
and Edward J. Malek - 666. Includes the following numbers of shares
issuable upon exercise of warrants or options for the following Selling
Security Holders: Janet Rudnick - 1,476; and Joseph M. and Doris
Fitzgerald - 10,368.
(4) Based upon the 19,607,852 shares of Common Stock outstanding as of May 26,
1998.
(5) Power to dispose or direct disposition of Notes or Shares is shared with
Zazove Associates, LLC, a registered investment advisor with discretionary
authority.
(6) A company, the assets of which have been acquired by the Company. The
7,500 Shares of Common Stock were issued pursuant to options issued in the
acquisition which were exercised at a price of $16.67 per share.
(7) Power to dispose or direct disposition of Notes or Shares is held by Delta
Capital Management, an investment
(8) A stockholder of a company, the assets of which have been acquired by the
Company.
(9) The power to vote or to direct the vote of such securities and the power
to dispose of or direct the disposition of such securities is shared with
Highbridge Capital Management, LLC.
(10) JEFCO is an affiliate of Jefferies & Company, Inc. which has acted as an
Initial Purchaser and/or underwriter for the Company.
(11) J.P. Morgan & Co., Inc. owns the Notes and common Stock as a fiduciary for
its clients. JP Morgan's clients have the right to vote the 8,900 Shares.
(12) As to all the Notes owned by LDG Limited, TQA Investors exercises shared
power of disposition under an agreement with LDG Limited. LDG Limited does
not disclaim beneficial ownership of the Notes.
(13) Power to dispose or direct disposition of Notes or Shares is shared with
Forest Investment Management L.P.
(14) Massachusetts Mutual Life Insurance Company, MassMutual Corporate Value
Partners Limited, MassMutual High Yield Partners LLC are associates.
Pursuant to an exemptive order issued under Section 17(d) of the
Investment Company Act of 1940, as amended, Massachusetts Mutual Life
Insurance Company, MassMutual Corporate Investors, MassMutual
Participation investors and MassMutual Corporate Value Partners Limited
must sell Shares in proportion to their respective holdings unless the
Joint Transactions Committees of the Boards of Trustees of MassMutual
Corporate Investors and MassMutual Participation Investors approve a
disproportionate disposition of such Shares.
(15) Includes 12,525 Shares held in escrow.
