<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO 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
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All 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 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 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 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 than 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 (now known as BancBoston Robertson Stephens) and
Jefferies & Company, Inc., which have acted as an Initial Purchaser and/or
Underwriter for the Company. 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>
Jefferies & Company, Inc. 5,000,000 201,370 0 201,370 0%
Reserve Convertible Fund 450,000 18,124 0 18,124 0%
Dunham & Associates Fund II 24,000 967 0 967 0%
Dunham & Associates Fund III 10,000 403 0 403 0%
San Diego County 1,112,000 44,785 0 44,785 0%
Boston Museum of Fine Arts 36,000 1,450 0 1,450 0%
Engineers Joint Pension Fund 134,000 5,397 0 5,397 0%
Wake Forest University 263,000 10,592 0 10,592 0%
Nicholas-Applegate Income & Growth Fund 1,226,000 49,376 0 49,376 0%
Baptist Health 85,000 3,424 0 3,424 0%
</TABLE>
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 March 8, 1999
