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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
3,141,473 Shares of Common Stock
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None of the share figures in this Prospectus Supplement have been adjusted
to give effect to a three-for-two 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 3,087,248 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 54,225 Shares, by,
or for the accounts of, the holders thereof (the "Selling Security Holders").
This Prospectus Supplement 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."
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 a ccurate
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. The percentage of Notes outstanding
after the Offering is 0% for each of the Selling Security Holders.
<TABLE>
<CAPTION>
PRINCIPAL NUMBER OF PERCENTAGE OF
AMOUNT OF NOTE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY CONVERSION COMMON STOCK OUTSTANDING
OWNED THAT SHARES THAT OWNED BEFORE NUMBER OF AFTER THE
NAME MAY BE SOLD MAY BE SOLD THE OFFERING SHARES OFFERED OFFERING
---- ----------- ----------- ------------ -------------- --------
<S> <C> <C> <C> <C> <C>
Highbridge Capital Corporation (1) 3,660,000 98,255 0 98,255 0%
</TABLE>
(1) 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.
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 April 28, 1998.
