1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- Date of Report (Date of earliest event reported): APRIL 29, 1999 THE ARNOLD PALMER GOLF COMPANY ---------------------------------------------------- (Exact name of registrant as specified in its charter) TENNESSEE 0-921 62-0331019 - -------------- --------------------- ------------------- (State of (Commission File No.) (IRS Employer incorporation) Identification No.) 6201 MOUNTAIN VIEW ROAD, OOLTEWAH, TENNESSEE 37363 ---------------------------------------------------------- (Address of principal executive offices, including zip code) (423) 238-5890 -------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On April 29, 1999, the Arnold Palmer Golf Company (the "Company") announced the receipt of a proposal from APGC Holdings Company, LLC, for the acquisition of the Company pursuant to which the Company would be merged with APGC Holdings Company, LLC, or its subsidiary, in a cash-out merger with public shareholders of the Company receiving a price of $1.20 per share in cash. APGC Holdings Company, LLC, is a closely held company formed by Cindy L. Davis, President and Chief Executive Officer of The Arnold Palmer Golf Company, and certain directors and shareholders of the Company including John T. Lupton and Arnold D. Palmer. If the acquisition is consummated, the Company would terminate its registration as a reporting company under the Securities Exchange Act of 1934, as amended. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. The following exhibit is being filed herewith: 28.1 Press Release of the Company dated April 29, 1999 3 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. April 29, 1999 THE ARNOLD PALMER GOLF COMPANY By: /s/ David J. Kirby -------------------------------------- David J. Kirby, Vice President Finance