<PAGE>
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):
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)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
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, at a price of $1.50 per Share, 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.
-----------------------------------------------------
(a) Financial Statements of Business Acquired:
It is impractical to file financial statements of MetroGolf at this time. The
required financial statements will be filed under cover of a Form 8-K/A within
60 days of February 17, 1998.
(b) Pro Forma Financial Information: It is
impractical to file pro forma financial information at this time. The required
pro forma financial information will be filed under cover of a Form 8-K/A
within 60 days of February 17, 1998.
(c) Exhibits:
99.1 Press Release, dated
February 3, 1998, of Family
Golf Acquisition, Inc.
2
<PAGE>
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.
February 13, 1998
FAMILY GOLF CENTERS, INC.
By: /s/ Pamela S. Charles
---------------------------------
Pamela S. Charles,
Vice President and Secretary
3
<PAGE>
EXHIBIT INDEX
No. Exhibit Page
- --- ------- ----
99.1 Press Release dated February 3, 1998, of Family Golf
Acquisition, Inc.
<PAGE>
FAMILY GOLF ACQUISITION, INC. ANNOUNCES SUCCESSFUL COMPLETION
OF TENDER OFFER FOR COMMON STOCK OF METROGOLF INCORPORATED
NEW YORK, NY, FEB. 3 -- Family Golf Acquisition, Inc., a Colorado corporation
and wholly-owned subsidiary of Family Golf Center, Inc. (NASDAQ, NM: FGCI), has
announced the successful completion of its tender offer to purchase all of the
outstanding shares of MetroGolf Incorporated (NASDAQ: MGLF, BSE: MGO), a
Colorado corporation. As of 5:00 p.m., New York City time, Friday, January 30,
1998, the deadline for tendering shares, approximately 6,846,433 shares of
common stock of MetroGolf Incorporated were validly tendered and will be
accepted for payment of $1.50 per share, net to the seller in cash, without
interest.
The tendered shares represent approximately 88.6% of the total outstanding
shares of the common stock of MetroGolf Incorporated. Accordingly, the minimum
tender condition, which required that the tendered shares constitute not less
than a majority of the shares of MetroGolf Incorporated on a fully diluted
basis, has been satisfied.
As planned, Family Golf Acquisition, Inc. will now proceed with a merger of
itself with and into MetroGolf Incorporated. In connection with that merger,
shares not purchased in the tender offer will be converted into the right to
receive $1.50 in cash, without interest.
