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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JUNE 3, 1999
THE ARNOLD PALMER GOLF COMPANY
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-921 62-0331019
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
6201 MOUNTAIN VIEW ROAD, OOLTEWAH, TENNESSEE 37363
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(Address of principal executive offices, including zip code)
(423) 238-5890
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 3, 1999, The Arnold Palmer Golf Company (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among the Company, APGC Holdings Company, Inc. (the "Parent") and APGC
Acquisition Corp. ("Merger Sub"). The Merger Agreement contemplates that Merger
Sub will merge with and into the Company and that the Company will be the
surviving corporation (the "Merger"). On the effective date of the Merger, each
share of the Company's outstanding common stock held by persons other than
Parent or its affiliates will be converted into the right to receive $1.20 in
cash. The obligations of each party to close the Merger are subject to the
approval of the Merger Agreement by the requisite vote of the shareholders of
the Company as well as certain other customary conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibit is being filed
herewith:
2.1 Agreement and Plan of Merger dated June 3,
1999, by and between the Company, APGC
Holdings Company, LLC, and APGC Acquisition
Corp.
28.1 Press Release of the Company dated June 3,
1999
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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.
June 3, 1999 THE ARNOLD PALMER GOLF COMPANY
By: /s/David J. Kirby
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David J. Kirby, Vice President Finance
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