SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 30, 1998
Date of report
CALLAWAY GOLF COMPANY
(Exact name of Registrant as Specified in Charter)
California 1-10962 95-3797580
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
2285 Rutherford Road
Carlsbad, CA 92008-8815
(Address of Principal Executive Offices)
(760) 931-1771
(Registrant's telephone number, including area code)
ITEM 5. Other Events.
On December 30, 1998, Callaway Golf Company, a California corporation (the
"Company"), entered into a Credit Agreement (the "Credit Agreement") among the
Company, as Borrower, certain of the Company's subsidiaries as additional credit
parties, the Lenders signatory thereto from time to time (the "Lenders") and
General Electric Capital Corporation, a New York corporation, as Agent for the
Lenders, pursuant to which the Lenders have agreed to provide revolving credit
facilities to the Borrower of up to $75 million (including a $10 million letter
of credit subfacility). Proceeds from an initial borrowing on the closing date
were used to repay the Company's existing indebtedness under a revolving loan
agreement dated as of February 4, 1998, among the Company, the financial
institutions party thereto and Wells Fargo Bank, National Association, as
administrative agent. The Company's obligations under the Credit Agreement are
secured by certain of the Company's tangible and intangible assets (other than
real property). The Credit Agreement includes customary conditions,
representations, warranties, affirmative and negative covenants (including
certain financial covenants) and events of default. The foregoing summary of the
Credit Agreement is qualified in its entirety by reference to the full text of
the Credit Agreement, a copy of which is attached hereto and incorporated herein
by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Credit Agreement dated as of December 30, 1998, among Callaway
Golf Company, the other Credit Parties signatory thereto, the
Lenders signatory thereto from time to time and General Electric
Capital Corporation, as Agent for the Lenders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 28, 1999
CALLAWAY GOLF COMPANY
By: /s/ DAVID A. RANE
-----------------------------------------
David A. Rane
Executive Vice President, Planning and
Administration, and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
10.1 Credit Agreement dated as of December 30, 1998, among
Callaway Golf Company, the other Credit Parties
signatory thereto, the Lenders signatory thereto from
time to time and General Electric Capital Corporation,
as Agent for the Lenders.
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