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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1 -- Final Amendment)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
METROGOLF INCORPORATED
(Name of Subject Company)
FAMILY GOLF ACQUISITION, INC.
FAMILY GOLF CENTERS, INC.
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
591 674 10
(CUSIP Number of Class of Securities)
PAMELA S. CHARLES, ESQ.
FAMILY GOLF ACQUISITION, INC.
FAMILY GOLF CENTERS, INC.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
TELEPHONE: 516-694-1666
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies To:
KENNETH R. KOCH, ESQ.
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
TELEPHONE: (212) 661-6500
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$10,269,650 $2,053.93
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 6,846,433 shares of common stock, no par value
per share, validly tendered and accepted for payment pursuant to the tender
offer by Family Golf Acquisition, Inc. and Family Golf Centers, Inc. to
purchase all outstanding shares of common stock of MetroGolf Incorporated at
a purchase price of $1.50 per share.
** Of the $2,053.93 filing fee, $1,929.05 was previously paid by wire transfer.
__ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee as previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $1,929.05
Form or Registration No.: Schedule 14D-1
Filing Party: Family Golf Acquisition, Inc. and Family Golf Centers, Inc.
Date Filed: December 31, 1997
Page 1 of 6
(Exhibit Index Begins on Page 6)
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above
Persons (entities only)
Family Golf Acquisition, Inc. Employer Tax Id: 84-1443740
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)_________________________________________________________
(b) X
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3) SEC Use Only ________________________________________________________
4) Sources of Funds (See Instructions) AF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) __________________________________________________
6) Citizenship or Place of Organization Colorado
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7) Aggregate Amount Beneficially Owned by Each Reporting
Person 7,846,433
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8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) __________________________________________________
9) Percent of Class Represented by Amount in Row (7) 89.94%
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10) Type of Reporting Person (See Instructions) CO
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above
Persons (entities only)
Family Golf Centers, Inc. Employer Tax Id: 11-3223246
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)_________________________________________________________
(b) X
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3) SEC Use Only ________________________________________________________
4) Sources of Funds (See Instructions) WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) __________________________________________________
6) Citizenship or Place of Organization Delaware
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7) Aggregate Amount Beneficially Owned by Each Reporting
Person 7,846,433
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8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) __________________________________________________
9) Percent of Class Represented by Amount in Row (7) 89.94%
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10) Type of Reporting Person (See Instructions) CO
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed on December 31, 1997 (the "Statement") with
respect to the tender offer by Family Golf Acquisition, Inc., a Colorado
corporation (the "Purchaser") and a wholly owned subsidiary of Family Golf
Centers, Inc., a Delaware corporation (the "Parent"), to purchase all
outstanding shares of common stock, no par value per share (the "Shares") of
MetroGolf Incorporated, a Colorado corporation (the "Company"), at a purchase
price of $1.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 30, 1997 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, as the same may be amended or supplemented from
time to time, collectively constitute the "Offer"). Pursuant to Instruction D
to Schedule 14D-1, this Amendment No. 1 (the "Final Amendment") constitutes the
final amendment to the Statement.
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Statement.
ITEM 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended and supplemented by adding
thereto the following:
The Offer expired at 5:00 p.m, New York City time, on Friday, January
30, 1998. Pursuant to the Offer, based upon a preliminary report from the
Depositary, the Purchaser accepted for payment 6,846,433 Shares tendered.
As a result of consummation of the Offer, the Purchaser and Parent, together,
beneficially own 7,846,433 Shares, which represent approximately 89.94% of the
Shares currently outstanding. Of the Shares beneficially owned by the
Reporting Persons, 1,000,000 represent Shares underlying a convertible note
and a warrant.
Pursuant to the Agreement and Plan of Merger, dated as of December 23,
1997, by and among Purchaser, Parent and Company (the "Merger Agreement"), the
Purchaser intends to merge with and into the Company. In connection with the
Merger, each issued and outstanding Share (other than Shares owned by the
Purchaser, 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 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following:
(a)(9) Text of press release issued by the Purchaser dated February 3,
1998.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 3, 1998
FAMILY GOLF ACQUISITION, INC.
By: /s/ Robert J. Krause
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Name: Robert J. Krause
Title: Chief Executive Officer
FAMILY GOLF CENTERS, INC.
By: /s/ Robert J. Krause
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Name: Robert J. Krause
Title: Senior Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(9) Text of press release issued by Purchaser dated February 3, 1998.
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FAMILY GOLF ACQUISITION, INC.
Announces Successful
Completion of Tender Offer for Common
Stock of MetroGolf Incorporated
February 3, 1998 7:31 AM EST
NEW YORK -- (BUSINESS WIRE) -- Feb. 3, 1998 -- 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 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.
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