National Golf Properties, Inc. (TEE)

nglfGreen & Noblin, P.C. has been investigating the proposed merger of National Golf Properties, Inc. (NYSE: TEE) with its primary tenant, American Golf Corporation (“American Golf”) and certain of American Golf’s affiliates, including Golf Enterprises, Inc. and European Golf, LLC.

On February 6, 2003, an investor group comprised of GS Capital Partners 2000, Goldman Sachs Whitehall Street Real Estate Fund 2001 and Starwood Capitol Group acquired National Golf Properties and American Golf Corporation. As a result of this transaction, National Golf’s shareholders received $12 per share. David Price, the founder and chairman of both companies, and his former spouse received about $80.5 million for their National Golf shares and equivalent partnership units in an affiliate. In addition, David Price will be paid $500,000 per year as a consultant to the New National Golf; his debts to and from American Golf were cancelled without payment according to National Golf’s proxy statement of October 2002; and, he along with the other owners of American Golf received $10,000 collectively plus a 2% interest in the New National Golf with an option to obtain a 2% interest in the New American Golf. The National Golf and American Golf acquisition totaled approximately $1 billion.

National Golf announced that it faced serious financial difficulties in 2001 when its primary tenant, American Golf, did not meet its obligations to its creditors and failed to pay its rent for two quarters. As a result, National Golf’s stock sharply declined and the company was in default on its credit obligations until it received a waiver of non-compliance and entered into a forbearance agreement. On February 12, 2002, National Golf executed a letter of intent to enter into a business combination with American Golf. Subsequently, on September 14, 2002, National Golf entered into a definitive merger agreement that culminated in the February acquisition.

We are continuing our investigating the circumstances and impact of the merger. If you have any information, or if you own National Golf (TEE) shares and wish to inquire about your rights, please contact us.