BRASSIE SIGNS DEFINITIVE AGREEMENT WITH SUMMIT GOLF CORPORATION; Acquisition Makes Brassie's Portfolio Third Largest in Golf Property Management Industry.ST. LOUIS, MO--(BUSINESS WIRE)--MAY 24, 1995--BRASSIE GOLF CORPORATION (Nasdaq Symbol: PUTT; TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). Symbol: TEE) today announced that all parties have signed the definitive agreement to merge with Summit Golf Corporation (d/b/a Club Operations and Property Management - "COPM"). Under the terms of the agreement and Plan of Reorganization, Brassie shall acquire all of the outstanding shares of COPM in exchange for 1,875,000 shares of newly-issued Brassie Common Stock, 375,000 shares of newly-issued subordinated redeemable Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. (each share is convertible into five shares of Common stock), 500,000 five-year warrants exercisable at $2.50 per share for the first three years and $3.25 for the next two years and $500,000 in cash. The closing is scheduled for June 1995, after Brassie obtains bank and regulatory approvals. The Company will relocate its corporate headquarters from St. Louis, Missouri to Tampa, Florida “Tampa” redirects here. For other uses, see Tampa (disambiguation). Tampa is a United States city in Hillsborough County, on the west coast of Florida. It serves as the county seat for Hillsborough County.GR6. during August 1995. The successful merger will make Brassie's portfolio of owned and managed courses the third largest in the industry and the second largest among U.S. publicly-held companies. COPM, based in Tallahassee, Florida For other uses, see Tallahassee (disambiguation). Tallahassee is the capital of the State of Florida and the county seat of Leon County. Tallahassee became the capital of Florida in 1824. As of 2006, the population recorded by the U.S. , manages a portfolio of 44 facilities, including 41 private, semi-private resort and daily-fee golf courses in 14 states throughout the U.S. and five courses in Mexico. Founded in 1982 by Mr. William Horne, current President of COPM, the Company provides professional management services to its clients by providing on-site staffing experienced in club operations, management, administration, and food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. services. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the terms of the merger, Mr. Horne will serve as President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Brassie and will be appointed to fill a vacant seat on Brassie's Board of Directors. Mr. Gary Nacht, who, in addition to his role as Chief Financial Officer, and who currently serves as Interim President of Brassie, will serve the Company as Executive Vice President, CFO See Chief Financial Officer. and a Director of the Company. Mr. Gordon D. Ewart and Mr. Robert G. Atkinson, currently Chairman and Vice-Chairman, respectively, of the Board of Directors of the Company, will retain their board seats and positions. Mr. Hale Irwin Hale S. Irwin (born June 3, 1945) is an American golfer. He is the uncle of Heath Irwin. Irwin was born in Joplin, Missouri. He graduated from the University of Colorado in 1967, where he was a two-time All-Big Eight defensive back, as well as an academic All-American in , a leading PGA Tour The PGA Tour is an organization that operates the USA's main professional golf tours. It is headquartered in Ponte Vedra Beach, Florida, USA. Its name is officially rendered in all caps as “PGA TOUR". professional and renowned golf course designer, will continue as President of Brassie's Hale Irwin Golf Design division and as a Director of Brassie. Mr. Horne stated, "I am pleased to announce the imminent completion of our merger between Brassie and COPM, making Brassie's portfolio the third largest in the industry. This merger combines Brassie's expertise in acquisition, design and management of daily-fee and semi-private courses with COPM's operational expertise with high-end private golf clubs. The new Brassie will represent the first golf company in the industry that offers all the components of design, development, construction, acquisition, operation and marketing. The synergies created by the merger have already begun to show promise, and together we have begun to identify a number of exciting acquisition opportunities, subject to the availability of financing, that we expect to close by the year's end." Brassie Golf Corporation and Hale Irwin Golf Services Inc. (a wholly-owned subsidiary) are engaged in the acquisition, design, construction, operation and management of private, semi-private and daily-fee (i.e. "public") golf courses. Brassie will have a diversified portfolio of 48 owned and managed golf courses in 15 states in the U.S. and five courses in Mexico. CONTACT: BRASSIE GOLF CORPORATION Gary A. Nacht Executive Vice President & CFO 314/965-8787 or LIPPERT/HEILSHORN 212/838-3777 John G. Nesbett, ext. 101 or Jason F. Thompson, ext 124 |
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