-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TK7YxYAPaNYffPASJxTokELsnPXsMfOW7el+2Wdewj4m32gUGZT8IIcR04R07ZfP 51wpvW6OpuBQqByFR5Aadg== 0000950147-97-000047.txt : 19970225 0000950147-97-000047.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950147-97-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL GRIP INC CENTRAL INDEX KEY: 0000910568 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 860615648 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22230 FILM NUMBER: 97519423 BUSINESS ADDRESS: STREET 1: 444 WEST GENVEVA DRIVE CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6028299000 MAIL ADDRESS: STREET 1: 444 WEST GENVEVA DRIVE CITY: TEMPLE STATE: AZ ZIP: 85258 8-K 1 FORM 8-K 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) January 24, 1997 --------------------------------- Royal Grip, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22230 86-0615648 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 444 West Geneva, Tempe, Arizona 85282 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 829-9000 ------------------------------ Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 1 Item 5. Other Events. On January 24, 1997, the Company announced that it executed a letter of intent to combine with FM Precision Golf Corporation, a privately held golf club shaft manufacturer based in Torrington, Connecticut. The proposed transaction is more fully described in the press releases included herein as Exhibit 99. Item 7. Exhibits Exhibit Number Description Page - -------------------------------------------------------------------------------- 99 Press Releases issued on January 24, 1997 Filed herewith 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. ROYAL GRIP, INC. Date: February 5, 1997 /s/ Thomas Schneider ------------------------- Thomas Schneider Vice President of Finance 2 EX-99 2 PRESS RELEASE ================================================================================ Royal Grip, Inc. Signs Letter of Intent to Combine with FM Precision Golf Corporation ================================================================================ FOR IMMEDIATE RELEASE Contact: Tom Schneider, Vice President-Finance, Royal Grip, Inc. (602) 829-9000 Max Ramras, Joe Dorame, Jim Estrada, RCG Capital Markets Group, Inc. (602) 998-7555 (January 24, 1997) Tempe, Arizona - Royal Grip, Inc. (NASDAQ: GRIP) is pleased to announce that it has executed a letter of intent to combine with FM Precision, a privately-held golf club shaft manufacturer based in Torrington, Connecticut. While specific terms and conditions of the transaction are not being disclosed, FM Precision shareholders will obtain a majority interest in Royal Grip, Inc. FM Precision is a premier shaft manufacturing company with a very successful product line which includes the revolutionary "Rifle" shaft. The company was purchased by Richard Johnston, Chris Johnston, David Johnston, an affiliate of Berenson Minella & Company and other shareholders in May 1996 from Brunswick Corporation. It is anticipated that the Board of Directors of the combined company will consist of nine persons, three designees from the existing Royal Grip board, including Danny Edwards, current Chairman and CEO of Royal Grip, and Bob Burg, current President of Royal Grip, and the current Board of Directors of FM Precision: Richard Johnston, Chris Johnston, David Johnston, Ray Minella, Ken Warren and Ron Chalmers. The currently proposed management of the holding company will be: Richard Johnston, Chairman, Danny Edwards, Vice Chairman and Chris Johnston, President and Chief Executive Officer. Ron Chalmers will be Executive Vice President of the holding company and will continue as President and CEO of FM Precision golf Manufacturing Corporation and Mr. Robert Burg II, will be the Executive Vice President of the holding company and President and CEO of the golf grip and headwear subsidiaries. The letter of intent is subject to the due diligence of both parties, execution of a definitive agreement, the receipt of an independent fairness opinion, the approval of the board of directors and stockholders of both companies and other customary conditions. Danny Edwards, Chairman of Royal Grip, stated: "While there is due diligence yet to be done, we believe that the proposed transaction will be a significant step toward increasing the value of Royal Grip for all of our shareholders. FM Precision is clearly regarded as a high quality manufacturer of steel shafts with an excellent reputation, particularly within the OEM sector of our industry. We believe the combination of FM Precision and Royal Grip demonstrates our focused commitment and intention to grow with our OEM customers." Bob Burg, President of Royal Grip added, "This opportunity is consistent with our growth strategy and will make us a stronger company for our shareholders. FM Precision's management team has a wealth of golf industry knowledge and credibility. The combination further defines our commitment to the industry and strengthens our platform to grow." --more-- --continued-- Chris Johnston, Chairman of FM Precision commented: "We are excited to bring these two customer oriented companies together. This combination will make us a significant force in the golf component segment. Royal Grip's reputation as a high quality producer of golf grips and sports headwear is what attracted us to their company. We look forward to completing our due diligence review and successfully consummating this transaction." Royal Grip is a designer and distributor of high quality golf club grips and sports headwear. The Company's golf club grips feature innovative designs and compounds and are sold to leading club manufacturers, pro shops and retail golf centers. The Company's headwear operations produce high quality, customized golf and baseball-style caps for resale to team outfitters, college teams and bookstores and resorts and country clubs. This press release includes statements which may constitute forward looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward looking statements. Factors which would cause or contribute to such differences include but are not limited to factors detailed in the Company's Securities and Exchange Commission filings. --end-- ================================================================================ Royal Grip, Inc. And FM Precision Golf Corp. Announce Preliminary Terms of Letter of Intent to Combine ================================================================================ FOR IMMEDIATE RELEASE Contact: Tom Schneider, Vice President-Finance, Royal Grip, Inc. (602) 829-9000 Max Ramras, Joe Dorame, Jim Estrada, RCG Capital Markets Group, Inc. (602) 998-7555 (January 24, 1997) Tempe, Arizona - Royal Grip, Inc. (NASDAQ: GRIP) is pleased to announce that it has executed a letter of intent to combine with FM Precision, a privately-held golf club shaft manufacturer based in Torrington, Connecticut. As currently contemplated in the letter of intent, current Royal Grip shareholders will own approximately 35 percent of the fully diluted shares of the combined company and current FM Precision shareholders will own approximately 65 percent of the fully diluted shares of the combined company. FM Precision is a premier golf shaft manufacturing company with a very successful product line which includes the revolutionary "Rifle" shaft. The company was purchased by Richard Johnston, Chris Johnston, David Johnston, an affiliate of Berenson Minella & Company and other shareholders in May 1996 from Brunswick Corporation. For the six months ended November 30, 1996, FM Precision recorded net sales of approximately $10.5 million and pre-tax income of $1.6 million. These numbers are internally prepared and unaudited and are subject to further due diligence. It is anticipated that the Board of Directors of the combined company will consist of nine persons, three designees from the existing Royal Grip board, including Danny Edwards, current Chairman and CEO of Royal Grip, and Bob Burg, current President of Royal Grip, and the current Board of Directors of FM Precision: Richard Johnston, Chris Johnston, David Johnston, Ray Minella, Ken Warren and Ron Chalmers. The currently proposed management of the holding company will be: Richard Johnston, Chairman, Danny Edwards, Vice Chairman and Chris Johnston, President and Chief Executive Officer. Ron Chalmers will be Executive Vice President of the holding company and will continue as President and CEO of FM Precision Golf Manufacturing Corporation and Mr. Robert Burg II, will be the Executive Vice President of the holding company and President and CEO of the golf grip and headwear subsidiaries. The letter of intent is subject to the due diligence of both parties, execution of a definitive agreement, the receipt of an independent fairness opinion, the approval of the board of directors and stockholders of both companies and other customary conditions. Danny Edwards, Chairman of Royal Grip, stated: "While there is due diligence yet to be done, we believe that the proposed transaction will be a significant step toward increasing the value of Royal Grip for all of our shareholders. FM Precision is clearly regarded as a high quality manufacturer of steel shafts --more-- --continued-- with an excellent reputation, particularly within the OEM sector of our industry. We believe the combination of FM Precision and Royal Grip demonstrates our focused commitment and intention to grow with our OEM customers." Bob Burg, President of Royal Grip added, "This opportunity is consistent with our growth strategy and will make us a stronger company for our shareholders. FM Precision's management team has a wealth of golf industry knowledge and credibility. The combination further defines our commitment to the industry and strengthens our platform to grow." Chris Johnston, Chairman of FM Precision commented: "We are excited to bring these two customer oriented companies together. This combination will make us a significant force in the golf component segment. Royal Grip's reputation as a high quality producer of golf grips and sports headwear is what attracted us to their company. We look forward to completing our due diligence review and successfully consummating this transaction." Royal Grip is a designer and distributor of high quality golf club grips and sports headwear. The Company's golf club grips feature innovative designs and compounds and are sold to leading club manufacturers, pro shops and retail golf centers. The Company's headwear operations produce high quality, customized golf and baseball-style caps for resale to team outfitters, college teams and bookstores and resorts and country clubs. This press release includes statements which may constitute forward looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward looking statements. Factors which would cause or contribute to such differences include but are not limited to factors detailed in the Company's Securities and Exchange Commission filings. --end-- -----END PRIVACY-ENHANCED MESSAGE-----