SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Check the appropriate box:
___ Preliminary Information Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
_X_ Definitive Information Statement
SAINT ANDREWS GOLF CORPORATION
(Name of Registrant as Specified in Its Charter)
SAINT ANDREWS GOLF CORPORATION
5325 SOUTH VALLEY VIEW BOULEVARD, SUITE 10
LAS VEGAS, NEVADA 89118
________________________________
INFORMATION STATEMENT
________________________________
ACTION TAKEN BY WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
________________________________
This Information Statement will be first sent or given to shareholders
of Saint Andrews Golf Corporation (the "Company") on or about March 25, 1997,
in connection with the action which will be taken by a shareholder holding
approximately 57.1% of the Company's outstanding stock by written consent in
lieu of holding a special meeting of shareholders.
On March 21, 1997, Las Vegas Discount Golf & Tennis, Inc., which holds
2,000,000 shares of the Company's $.001 par value common stock (the "Common
Stock"), signed a written consent to become effective on April 15, 1997,
approving amendments to the Company's 1994 Stock Option Plan to increase the
number of shares of Common Stock covered by the Plan from 300,000 to 700,000.
On March 21, 1997, there were 3,000,000 shares of Common Stock issued and
outstanding, and 500,000 shares of Series A Convertible Preferred Stock
outstanding. The holders of the Company's Common Stock and Series A
Convertible Preferred Stock vote together as a single class.
Pursuant to the provisions of the Nevada Business Corporation Act, any
action which can be taken at a meeting of shareholders may be taken without a
meeting if a written consent thereto is signed by shareholders holding at
least a majority of the voting power. Such a consent has been executed by Las
Vegas Discount Golf & Tennis, Inc., the Company's majority shareholder, which
owns 57.1% of the voting power of the Company's shareholders.
Rule 14c-2 promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, requires that the
Company prepare an Information Statement containing certain information
related to the action approved by written consent of a majority of the voting
power, and to mail the information statement to the Company's shareholders at
least 20 calendar days prior to the date on which the corporate action is
taken.
The affirmative vote of the holders of a majority of the shares of
Common and Preferred Stock outstanding, considered as a single class, is
required for the approval of the amendment to the Company's 1994 Stock Option
Plan.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 21, 1997, as to
the shares of the Common Stock and Series A Convertible Preferred Stock
beneficially owned by each person who is the beneficial owner of more than
five percent (5%) of the Company's Common Stock and Series A Convertible
Preferred Stock, each of the Company's Directors and by all of the Company's
Directors and Executive Officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares shown.
Amount and
Name and Address Nature of Bene- Percent
of Beneficial Owners ficial Ownership of Class
-------------------- ---------------- --------
Las Vegas Discount Golf &
Tennis, Inc.<FN1> 2,000,000 57.1%
Suite 10
5325 S. Valley View Blvd.
Las Vegas, Nevada 89118
Vaso Boreta 110,000<FN2> 3.0%
Suite 10
5325 S. Valley View Blvd.
Las Vegas, Nevada 89118
Ronald S. Boreta 435,000<FN2> 12.7%
Suite 10
5325 S. Valley View Blvd.
Las Vegas, Nevada 89118
Robert R. Rosburg 5,000<FN2> 0.1%
49-425 Avenida Club La Quinta
La Quinta, California 92253
William Kilmer 5,000<FN2> 0.1%
1500 Sea Breeze Boulevard
Ft. Lauderdale, Florida 33316
Hideki Yamagata 750,000<FN3> 20.0%
666 - 5th Avenue
New York, New York 10103
Three Oceans Inc. 750,000<FN4> 20.0%
2001 Sanyo Avenue
San Diego, California 92173
All Directors and 1,325,000 30.6%
Officers as a Group
(7 Persons)
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<FN>
<FN1>
Las Vegas Discount Golf & Tennis, Inc. is a publicly-held corporation of which
Vaso Boreta is President, Director and a principal shareholder; Ronald S.
Boreta is a Director and a principal shareholder; and Robert R. Rosburg and
William Kilmer are Directors. In addition, John Boreta, a son of Vaso Boreta,
is a principal shareholder of Las Vegas Discount Golf & Tennis, Inc. The
following sets forth the percentage ownership beneficially held by such
persons in Las Vegas Discount Golf & Tennis, Inc.:
Vaso Boreta 49.3%
Ronald S. Boreta 21.8%
Robert Rosburg 0.1%
William Kilmer 0.1%
John Boreta 12.2%
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<FN2>
Represents shares underlying options exercisable within 60 days held by the
named person. Does not include shares held by Las Vegas Discount Golf &
Tennis, Inc. of which such person is an Officer, Director and/or principal
shareholder.
<FN3>
Represents shares beneficially owned by Three Oceans, Inc., of which Mr.
Yamagata is President. These are the same shares listed under the name Three
Oceans, Inc.
<FN4>
Represents 500,000 shares of Common Stock issuable upon the conversion of
Series A Convertible Preferred Stock held by Three Oceans Inc. and 250,000
shares underlying stock options held by Three Oceans, Inc.
</FN>
APPROVAL OF AMENDMENT TO 1994 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
During July 1994, the Board of Directors adopted a Stock Option Plan
(the "Plan"). The Plan authorizes the issuance of options to purchase up to
300,000 shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has
the power to determine at the time the option is granted whether the option
will be an Incentive Stock Option (an option which qualifies under Section 422
of the Internal Revenue Code of 1986) or an option which is not an Incentive
Stock Option. Vesting provisions are determined by the Board at the time
options are granted. The option price for any option will be no less than the
fair market value of the Common Stock on the date the option is granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan. With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
In August 1994, the Board of Directors granted stock options to the
following Officers and Directors of the Company, to purchase shares of the
Company's Common Stock at $5.00 per share. These options expire on August 8,
1999.
Shares Subject
Name To Option
Vaso Boreta 110,000
Ronald Boreta 110,000
Charles Hohl 60,000<FN1>
Glenn Raynes 10,000
Robert R. Rosburg 5,000
William Kilmer 5,000
-------
Total 300,000
__________________
<FN>
-3-
<FN1>
Mr. Hohl's options vest in increments of 20,000 each year beginning on
August 8, 1995.
</FN>
In April 1996, the Company's Board of Directors approved increases in
the number of shares of Common Stock which may be issued under the Plan from
300,000 to 700,000, subject to approval by the Company's shareholders within
one year. Also in April 1996, the Company's Board of Directors granted stock
options as indicated below. Except as noted, the options will be fully vested
upon shareholder approval of the Plan Amendment by April 16, 1997. If the
shareholders do not approve the Plan amendment by that date, the options will
expire.
RELATIONSHIP SHARES SUBJECT EXERCISE
NAME TO THE COMPANY TO OPTION PRICE
Joel Rubenstein Consultant 10,000 $5.00
Ronald S. Boreta Officer and Director 125,000 $4.75
Ronald S. Boreta Officer and Director 200,000<FN1> $4.625
Kevin B. Donovan Officer 10,000 $4.75
John Hoover Officer 10,000 $4.75
Robert Finley Employee 1,000 $4.75
Ted Abbruzzese Consultant 10,000 $4.75
Jeff Gordon Consultant 10,000<FN2> $4.75
Hal Price Consultant 1,000 $4.75
___________________
<FN>
<FN1>
This option was not to vest until the Company completed a transaction with a
major business or investor made it probable that the Company will be able to
pursue its plan of building and operating Sportsparks. This condition was met
in September 1996 as a result of the investment by Three Oceans, Inc. of
$5,000,000 in the Company.
<FN2>
This option will be immediately vested as to 2,500 shares upon shareholder
approval of the Plan amendment by April 16, 1997, and will vest as to an
additional 2,500 on April 24, 1997, April 24, 1998, and April 24, 1999.
</FN>
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the next
annual meeting of shareholders will be held. Any proposal by a shareholder
intended to be presented at the Company's next annual meeting of shareholders
must be received at the offices of the Company a reasonable amount of time
prior to the date on which the information or proxy statement for that meeting
are mailed to shareholders in order to be included in the Company's
information or proxy statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald S. Boreta, President
Las Vegas, Nevada
March 21, 1997
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