UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 OR [ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________. COBBLESTONE GOLF GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 333-09441 THROUGH DELAWARE 333-09441-22 95-4391248 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBERS) IDENTIFICATION NO.) Escondido Consulting, Inc. California 95-428745 Virginia Golf Country Club, Inc. Virginia 54-173234 Cobblestone Texas, Inc. Texas 33-058682 Ocean Vista Land Company California 95-196827 Pecan Grove Golf Club, Inc. Texas 76-041989 Golf Course Inns of America, Inc. California 95-258227 Foothills Holding Company, Inc. Nevada 33-059784 Oceanside Golf Management Corp. California 33-058604 Bellows Golf Group, Inc. Arizona 75-232139 Whispering Palms Country Club Joint Venture California 95-648531 Carmel Mountain Ranch Golf Club, Inc. California 33-057122 Lakeway Clubs, Inc. Texas 74-275136 OVLC Management Corp. California 33-055613 The Liquor Club at Pecan Grove, Inc. Texas 74-206293 OVLC Financial Corp. California 33-055613 TGFC Corporation Texas 01-176626 CSR Golf Group, Inc. Texas 75-256037 C-RHK, Inc. California 33-067756 Lakeway Golf Clubs, Inc. Texas 74-273844 CEL Golf Group, Inc. Georgia 58-219226 Woodcrest Golf Club, Inc. Texas 75-256349 SWC Golf Club, Inc. Texas 76-050455 3702 VIA DE LA VALLE, SUITE 202 DEL MAR, CA 92014 (619) 794-2602 (ADDRESS OF PRINCIPAL OFFICES) (REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE. INDICATE BY CHECK MARK WHETHER THE REGISTRANTS (1) HAVE FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANTS WERE REQUIRED TO FILE SUCH REPORTS), AND (2) HAVE BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]. INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATIONS S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANTS' KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K:[X] THERE IS NO MARKET FOR THE COMMON STOCK OF COBBLESTONE GOLF GROUP, INC., AND ALL VOTING STOCK IS HELD BY COBBLESTONE HOLDINGS, INC. AS OF DECEMBER 26, 1996, 135,030 SHARES OF COBBLESTONE GOLF GROUP, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING. This amendment to the Form 10-K of Cobblestone Golf Group, Inc. (the "Company") for the year ended September 30, 1996 has been filed to present the required Financial Data Schedules for the Company's subsidiaries which are included in this document. The Financial Data Schedule for the Company was previously filed with its Form 10-K for the year ended September 30, 1996. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cobblestone Golf Group, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. COBBLESTONE GOLF GROUP, INC. Date: February 14, 1997 By: /s/ Stefan C. Karnavas --------------------------------- Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE ---- ----- ---- * February 14, 1997 - ------------------------ James A. Husband Chief Executive Officer and Director (Principal Executive Officer) * February 14, 1997 - ------------------------ David B. Wong Director * February 14, 1997 - ------------------------ Frederick J. Warren Director * February 14, 1997 - ------------------------ P.L. Davies III Director * February 14, 1997 - ------------------------ Martin R. Reid Director * February 14, 1997 - ------------------------ John M. Sullivan Director /s/ Stefan C. Karnavas February 14, 1997 - ------------------------ Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) * Power of Attorney by /s/ Stefan C. Karnavas - ------------------------ Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cobblestone Golf Group, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ESCONDIDO CONSULTING, INC. WOODCREST GOLF CLUB, INC. COBBLESTONE TEXAS, INC. VIRGINIA GOLF COUNTRY CLUB, INC. PECAN GROVE GOLF CLUB, INC. OCEAN VISTA LAND COMPANY FOOTHILLS HOLDING COMPANY, INC. GOLF COURSE INNS OF AMERICA, INC. BELLOWS GOLF GROUP, INC. OCEANSIDE GOLF MANAGEMENT CORP. CARMEL MOUNTAIN RANCH GOLF CLUB, INC. THE LIQUOR CLUB AT PECAN GROVE, INC. OVLC MANAGEMENT CORP. LAKEWAY CLUBS, INC. OVLC FINANCIAL CORP. TGFC CORPORATION CSR GOLF GROUP, INC. C-RHK, INC. LAKEWAY GOLF CLUBS, INC. CEL GOLF GROUP, INC. SWC GOLF CLUB, INC. Date: February 14, 1997 By: /s/ Stefan C. Karnavas --------------------------------- Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE ---- ----- ---- * February 14, 1997 - ------------------------ James A. Husband Chief Executive Officer and Director (Principal Executive Officer) * February 14, 1997 - ------------------------ David B. Wong Director * February 14, 1997 - ------------------------ Frederick J. Warren Director /s/ Stefan C. Karnavas February 14, 1997 - ------------------------ Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) * Power of Attorney by /s/ Stefan C. Karnavas - ------------------------ Stefan C. Karnavas Chief Financial Officer (Principal Financial and Accounting Officer) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cobblestone Golf Group, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. WHISPERING PALMS COUNTRY CLUB JOINT VENTURE Date: February 14, 1997 By: /s/ Stefan C. Karnavas --------------------------------- Stefan C. Karnavas Managing Member (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE ---- ----- ---- * February 14, 1997 - ------------------------ Gary L. Dee Managing Member * February 14, 1997 - ------------------------ James A. Husband Managing Member (Principal Executive Officer) /s/ Stefan C. Karnavas February 14, 1997 - ------------------------ Stefan C. Karnavas Managing Member (Principal Financial and Accounting Officer) * Power of Attorney by /s/ Stefan C. Karnavas - ------------------------ Stefan C. Karnavas Managing Member (Principal Financial and Accounting Officer)