METROGOLF INC 3
3 · METROGOLF INC · Filed Jan 2, 1998
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]Pursuant to Instruction 5(b)(v), this Form 3 is filed jointly by all of the undersigned (collectively, the "Reporting Persons"), who may be deemed to be members of a "group" pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. Family Golf Acquisition, Inc. ("Purchaser") has been designated to make the filing of this Form 3.
- [2]Represents the rights of Purchaser under the Stockholders Agreement, dated as of December 23, 1997, among a certain principal stockholder of the issuer (the "Principal Stockholder"), Purchaser and Purchaser's parent, Family Golf Centers, Inc. ("Parent"), pursuant to which the Principal Stockholder has agreed, subject to certain exceptions, to validly tender (and not withdraw), pursuant to the terms of a cash tender offer commenced by Purchaser, the shares of common stock of the issuer owned by him (including any Shares received if the option described below is exercised). Parent also has, under certain circumstances, the option to purchase such shares at $1.50 per Share and to vote them. Of the Shares subject to the Stockholders Agreement, 225,000 Shares underlie options owned by the Principal Stockholder. The Reporting Persons disclaim beneficial ownership of such Shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or any other purpose. FAMILY GOLF ACQUISITION, INC. By: /S/ ROBERT J. KRAUSE JANUARY 2, 1998 ----------------------- --------------- Name: Robert J. Krause Date Title: Chief Executive Officer **