FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 333-09441

PROSPECTUS
                               OFFER TO EXCHANGE
 
                    11 1/2% SERIES B SENIOR NOTES DUE 2003
          FOR ALL OUTSTANDING 11 1/2% SERIES A SENIOR NOTES DUE 2003
                                      OF
                         COBBLESTONE GOLF GROUP, INC.
 
 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M, NEW YORK CITY TIME ON OCTOBER 29,
                             1996 UNLESS EXTENDED.
 
                                ---------------
 
  Cobblestone Golf Group, Inc. ("Cobblestone" or the "Company") is hereby
offering (the "Exchange Offer"), upon the terms and subject to the conditions
set forth in this Prospectus and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), to exchange $1,000 principal amount of its 11 1/2%
Series B Senior Notes due 2003 (the "Exchange Notes"), which exchange has been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a registration statement of which this Prospectus is a part
(the "Registration Statement"), for each $1,000 principal amount of its
outstanding 11 1/2% Series A Senior Notes due 2003 (the "Private Notes"), of
which $70,000,000 in aggregate principal amount was issued on June 4, 1996 and
is outstanding as of the date hereof. The form and terms of the Exchange Notes
are the same as the form and terms of the Private Notes except that (i) the
exchange will have been registered under the Securities Act, and, therefore,
the Exchange Notes will not bear legends restricting the transfer thereof and
(ii) holders of the Exchange Notes will not be entitled to certain rights of
holders of the Private Notes under the Registration Rights Agreement (as
defined in "The Exchange Offer--Registration Rights Agreement"), which rights
will terminate upon the consummation of the Exchange Offer. The Exchange Notes
will evidence the same indebtedness as the Private Notes (which they replace)
and will be entitled to the benefits of an indenture dated as of June 4, 1996
governing the Private Notes and the Exchange Notes. The Private Notes and the
Exchange Notes are sometimes referred to herein collectively as the "Notes."
See "The Exchange Offer" and "Description of Notes."
 
  The Exchange Notes will bear interest at the same rate and on the same terms
as the Private Notes. Consequently, the Exchange Notes will bear interest at
the rate of 11 1/2% per annum and the interest thereon will be payable semi-
annually in arrears on June 1 and December 1 of each year, commencing December
1, 1996. The Exchange Notes will bear interest from and including the date of
issuance of the Private Notes (June 4, 1996). Holders whose Private Notes are
accepted for exchange will be deemed to have waived the right to receive any
interest accrued on the Private Notes.
 
                                ---------------
 
  SEE "RISK FACTORS" BEGINNING ON PAGE 15 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND AN
INVESTMENT IN THE EXCHANGE NOTES.
 
                                ---------------
 
 THESE SECURITIES  HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY  THE SECURITIES
   AND EXCHANGE COMMISSION OR  ANY STATE SECURITIES  COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES COMMISSION
      PASSED  UPON THE  ACCURACY  OR ADEQUACY  OF  THIS PROSPECTUS.  ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                ---------------
 
THE COMPANY  WILL ACCEPT  FOR EXCHANGE  ANY AND  ALL VALIDLY  TENDERED PRIVATE
NOTES  NOT WITHDRAWN PRIOR TO  5:00 P.M., NEW YORK  CITY TIME, ON OCTOBER  29,
 1996, UNLESS  THE EXCHANGE  OFFER IS  EXTENDED  BY THE  COMPANY IN  ITS SOLE
 DISCRETION  (THE  "EXPIRATION  DATE").  TENDERS  OF  PRIVATE  NOTES  MAY  BE
  WITHDRAWN AT  ANY TIME  PRIOR TO  5:00 P.M.,  NEW YORK  CITY TIME,  ON  THE
  EXPIRATION DATE.  THE EXCHANGE OFFER  IS NOT CONDITIONED UPON  ANY MINIMUM
  PRINCIPAL  AMOUNT OF  PRIVATE NOTES BEING  TENDERED FOR EXCHANGE.  PRIVATE
   NOTES MAY BE TENDERED ONLY IN INTEGRAL MULTIPLES OF $1,000. IN THE EVENT
   THE  COMPANY  TERMINATES THE  EXCHANGE  OFFER AND  DOES  NOT ACCEPT  FOR
    EXCHANGE ANY  PRIVATE  NOTES,  THE COMPANY  WILL  PROMPTLY  RETURN  ALL
    PREVIOUSLY TENDERED PRIVATE NOTES TO THE HOLDERS THEREOF.
 
                                ---------------
 
                The date of this Prospectus is October 2, 1996.

 
  The Exchange Notes will be senior unsecured general obligations of the
Company and will rank pari passu in right of payment to all other senior
indebtedness of the Company, including borrowings under the New Credit
Facility (as defined in "Description of New Credit Facility"). The Exchange
Notes will be effectively subordinated to any secured indebtedness of the
Company to the extent of any collateral therefor. The New Credit Facility
provides for an aggregate availability of $50 million, all of which was
available at June 30, 1996, and is secured by substantially all of the
Company's assets, including the capital stock of the Company's existing and
future Subsidiaries (as defined), and is guaranteed by Holdings and such
Subsidiaries, which guarantees are secured by substantially all of Holdings'
and such Subsidiaries' assets. The Exchange Notes will be fully and
unconditionally guaranteed (the "Guarantees") by all of the Company's existing
and future Subsidiaries (the "Guarantors"). The Guarantees will be senior
unsecured general obligations of the Guarantors and will rank equally and
without preference ("pari passu") in right of payment to all other senior
indebtedness of the Guarantor's, including the Guarantor's guarantees of
borrowings under the New Credit Facility. As of June 30, 1996, the Company and
the Guarantors on a consolidated basis had outstanding $92.1 million of senior
indebtedness (including trade payables and capitalized lease obligations),
$7.5 million of which was secured indebtedness. The Indenture and the New
Credit Facility contain certain covenants which restrict the ability of the
Company and its Subsidiaries to incur additional indebtedness. See "Risk
Factors--Restrictive Covenants and Financial Ratios Under New Credit
Facility," "Description of Notes" and "Description of New Credit Facility."
 
  On or after June 1, 1999, the Company may redeem the Exchange Notes, in
whole or in part, at the redemption prices set forth herein, plus Liquidated
Damages (as defined in "The Exchange Offer--Liquidated Damages"), if any, to
the date of redemption. Notwithstanding the foregoing, at any time on or
before June 1, 1999, the Company may, at its option and subject to certain
requirements, use the net cash proceeds from one or more Public Equity
Offerings or issuances of Qualified Capital Stock to Strategic Investors (each
as defined in "Description of Notes--Certain Definitions") to redeem all of
the Exchange Notes originally issued at a redemption price equal to 110.5% of
the principal amount thereof, plus Liquidated Damages, if any, to the date of
redemption. In addition, upon a Change of Control (as defined in "Description
of Notes--Certain Covenants"), each holder of Exchange Notes will have the
right to require the Company to repurchase all or any part of such Holder's
Exchange Notes at a price equal to 101% of the principal amount thereof, plus
Liquidated Damages, if any, to the date of purchase.
 
  Based on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to third
parties, the Company believes that the Exchange Notes issued pursuant to the
Exchange Offer in exchange for Private Notes may be offered for resale, resold
and otherwise transferred by a holder thereof (other than (i) a broker-dealer
who purchases such Exchange Notes directly from the Company to resell pursuant
to Rule 144A or any other available exemption under the Securities Act or (ii)
a person that is an affiliate of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act; provided that the holder
is acquiring the Exchange Notes in the ordinary course of its business and is
not participating, and had no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes. Holders of Private
Notes wishing to accept the Exchange Offer must represent to the Company, as
required by the Registration Rights Agreement, that such conditions have been
met. Each broker-dealer that receives Exchange Notes for its own account in
exchange for Private Notes, where such Private Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. The Company believes that none of the
registered holders of the Private Notes is an affiliate (as such term is
defined in Rule 405 under the Securities Act) of the Company.
 
  Prior to the Exchange Offer, there has been no public market for the Notes.
The Company does not intend to list the Notes on any securities exchange or to
seek approval for quotation through any automated quotation system. There can
be no assurance that an active market for the Notes will develop. To the
extent that a market for the Notes does develop, the market value of the Notes
will depend on market conditions (such as yields on
 
                                       2

 
alternative investments), general economic conditions, the Company's financial
condition and certain other factors. Such conditions might cause the Notes, to
the extent that they are traded, to trade at a significant discount from face
value. See "Risk Factors--Absence of Public Market."
 
  Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Private Notes where
such Private Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The Company has indicated its
intention to make this Prospectus (as it may be amended or supplemented)
available to any broker-dealer for use in connection with any such resale for
a period of 180 days after the Expiration Date. See "Plan of Distribution."
 
  The Company will not receive any proceeds from, and has agreed to bear the
expenses of, the Exchange Offer. No underwriter is being used in connection
with this Exchange Offer.
 
  THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF PRIVATE NOTES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
 
  NO PERSON IS AUTHORIZED IN CONNECTION WITH THE EXCHANGE OFFER TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE
ACCOMPANYING LETTER OF TRANSMITTAL, NOR ANY EXCHANGE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
 
  UNTIL DECEMBER 31, 1996 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS OFFERING TRANSACTIONS IN THE EXCHANGE NOTES, WHETHER OR NOT
PARTICIPATING IN THE EXCHANGE OFFER, MAY BE REQUIRED TO DELIVER A PROSPECTUS
IN CONNECTION THEREWITH. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
  The Exchange Notes will be available initially only in book-entry form. The
Company expects that the Exchange Notes issued pursuant to the Exchange Offer
will be issued in the form of one or more fully registered global notes that
will be deposited with, or on behalf of, the Depository Trust Company ("DTC"
or the "Depositary") and registered in its name or in the name of Cede & Co.,
as its nominee. Beneficial interests in the global note representing the
Exchange Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. After the
initial issuance of such global note, Exchange Notes in certificated form will
be issued in exchange for the global note only in accordance with the terms
and conditions set forth in the Indenture. See "Description of Notes--Book
Entry, Delivery and Form."
 
                               ----------------
 
                                       3

 
                                    SUMMARY
 
  The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial data, including
the financial statements and notes thereto, included elsewhere in this
Prospectus. Market data used throughout this Prospectus were obtained from
internal Company surveys and industry publications, including publications by
the National Golf Foundation, a non-profit industry organization ("NGF"). The
industry publications consulted generally indicate that the information
contained therein has been obtained from sources believed to be reliable.
Unless otherwise stated in this Prospectus or the context otherwise requires,
references to "Holdings" include Cobblestone Holdings, Inc., the Company, and
each of the Company's Subsidiaries and references to the "Company" include the
Company and each of its Subsidiaries. Unless otherwise indicated, references to
a fiscal year mean the twelve months ended September 30 of the year indicated.
 
                                  THE COMPANY
 
  Cobblestone is one of the leading golf course owners and operators in the
United States, with a current portfolio of 22 golf properties including both
private country clubs and public (or daily fee) courses. The Company's courses
are concentrated in clusters near metropolitan areas in the Sunbelt states
(including Arizona, California and Texas) which have large golfing populations
and attractive climates. This clustering strategy enables the Company to
efficiently manage its portfolio of courses and improve the profitability of
its courses by sharing many administrative functions and capitalizing on joint
marketing opportunities and economies of scale.
 
  The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from initiation fees and membership
dues at private country clubs, greens fees, food and beverage concessions, golf
cart rentals, retail merchandise sales, driving range fees and lodging fees.
The Company owns and operates 16 courses, leases four courses (subject to long-
term leases in excess of 20 years, including extension options), leases one
driving range and pro shop facility and manages one additional course. The
Company's portfolio includes nine private country clubs, eight public
facilities and five semi-private facilities.
 
  There are approximately 15,000 golf courses in the United States, which
generate approximately $15 billion in annual revenue. The ownership and
operation of golf courses in the United States is highly fragmented, with less
than 5% of golf courses owned and operated by multi-course management
companies. The Company believes that the majority of golf course operators,
including real estate developers and municipalities, are generally involved in
golf course management because the golf course is an important component of
their development or community, but that such operators frequently do not have
professional golf course management experience. As a result, owners are often
interested in selling the golf facilities to third-party operators such as the
Company. These owners frequently place significant emphasis on experience and
reputation for quality management in selecting an owner/operator, and the
Company believes that its reputation in these areas has provided it with a
steady supply of attractive acquisition opportunities.
 
  The Company believes certain demographic characteristics of the United States
will increase the demand for golf in the future, thereby benefitting golf
course operators. The Company believes that total rounds played will increase
as the golfing population ages. The highest golf participation rates (defined
as the percentage of individuals within a given demographic segment who played
golf during the survey year) are found among individuals aged 18 to 49, which
had average participation rates of approximately 13.6% in 1995, as compared to
11.6% for the population as a whole. However, individuals over 50 played a
substantially greater number of rounds of golf per year relative to individuals
in younger age brackets. Accordingly, assuming that golf participation rates
remain at current levels, the Company believes that these 18 to 49 year old
golfers will increase the number of rounds played per year as they age. See
"Risk Factors--Factors Affecting Golf Participation" and "Business-- Industry
Overview." The Company believes that, despite recent golf course
 
                                       4

 
construction in some of its markets, golf course construction in its markets
generally has been constrained as a result of several factors, including the
lack of capital available for real estate development, the significant land
required to build a golf course and related facilities (approximately 150
acres) and increasing environmental regulation, particularly with regard to the
availability of water in Arizona and California, two of the Company's primary
markets.
 
  The Company's strategy is to grow its revenue and cash flows by (i)
continuing to improve the financial performance of its existing courses and
(ii) acquiring courses located in attractive markets which management believes
will benefit from the Company's golf course management expertise. Key elements
of the Company's operating strategy include:
 
  . INCREASING MEMBERSHIP REVENUES/IMPROVING UTILIZATION OF THE
    FACILITIES. The Company increases its golf-related revenue through
    several means, including (i) increasing membership through aggressive
    marketing and innovative membership programs, (ii) raising membership
    dues and greens fees to market levels, (iii) implementing premium prices
    for prime time play and discounting prices for less utilized times (e.g.,
    twilight play), (iv) starting golfers on both the first and tenth tee
    simultaneously, thereby increasing the number of rounds played per day
    and (v) booking tournaments into less popular time slots. At its private
    courses, the Company positions the golf course and related facilities as
    an integral social center of the surrounding community in order to
    attract non-golfing members. The Company frequently offers a number of
    ancillary services in an effort to appeal to every member of the
    household, such as meeting, tennis and fitness facilities for those who
    do not play golf.
 
  . CONTROLLING OPERATING COSTS. As its golf course portfolio has grown, the
    Company has improved its cash flow margins by consolidating
    administrative functions, capitalizing on its increased buying power and,
    within clusters, sharing certain services and capital equipment. In
    addition, the Company closely monitors its course level operations in
    order to manage expenses.
 
  . UPGRADING GOLF COURSE AND RELATED FACILITIES. Following its acquisition
    of a golf course, the Company generally upgrades or improves a facility
    in order to enhance its appeal to customers and members and to generate
    additional revenues and cash flow. Where appropriate, the Company adds
    additional courses (including nine hole additions) to existing facilities
    to increase capacity and invests in major clubhouse renovations to
    support increased dues and fees. These expenditures are generally non-
    recurring. In addition, the Company implements strategic capital
    expenditure programs which enable it to reduce course level operating
    costs and improve the efficiency of the operations, such as improving the
    irrigation system and acquiring more efficient maintenance equipment.
 
  . APPEAL TO CORE GOLFING POPULATION. The Company targets core golfers
    (defined by the NGF to be golfers who play more than eight rounds per
    year). These golfers represent approximately 46% of the golfers in the
    United States but play approximately 87% of the total rounds. The Company
    believes that core golfers represent a stable demand for golf and are
    generally more willing to make a significant investment in a golf club
    membership and pay higher greens fees than the golfing population as a
    whole. These golfers also tend to spend more time at a golf facility and
    therefore generate higher ancillary revenues.
 
Key elements of the Company's acquisition strategy include:
 
  . CLUSTERING OF COURSES. The Company seeks to acquire golf courses in
    clusters near densely populated metropolitan markets. This strategy
    enables the Company to more efficiently manage its portfolio of courses
    and to improve the profitability of its courses by sharing many
    administrative expenses and capital equipment and by capitalizing on
    joint marketing opportunities and economies of scale.
 
  . FOCUS ON PRIVATE COUNTRY CLUBS AND HIGH-END DAILY FEE COURSES. The
    Company focuses on acquiring private country clubs and high-end daily fee
    courses which attract core golfers in middle and
 
                                       5

 
   upper income brackets who are less price sensitive than the typical public
   course player. Revenue and cash flows of private country clubs are
   generally more stable and predictable than those of public courses because
   the receipt of membership dues is independent of the level of course
   utilization. In addition, private courses have an easily identifiable
   target population which permits a highly-focused marketing effort,
   particularly if the course is part of a larger residential development.
   The Company's daily fee courses typically command higher greens fees than
   the average municipal course in its markets and provide the golfer a
   higher level of service and better playing conditions than do standard
   municipal courses.
 
  . REPUTATION WITH REAL ESTATE DEVELOPERS. The Company has focused on
    acquiring courses from developers who have built golf courses primarily
    as an enhancement to their residential real estate developments. The
    Company believes that its experience and reputation for quality
    management provide it with a steady supply of attractive acquisition
    opportunities from developers seeking third party owner/operators to
    professionally manage the facilities.
 
  . FOCUS ON FAVORABLE GOLF MARKETS. The Company targets golf courses in
    markets with characteristics which it believes are favorable to golf
    course ownership and management. For example, the Company concentrates on
    acquiring courses convenient to metropolitan areas with dense populations
    but with relatively few golf courses in relation to the size of the
    golfing population. In addition, the Company focuses on markets with a
    high number of playable days per year, enabling the Company to maximize
    revenue and course utilization and thereby capitalize on the operating
    leverage inherent in golf course management.
 
                              CORPORATE BACKGROUND
 
  The Company is a wholly-owned subsidiary of Cobblestone Holdings, Inc.
("Holdings"). The Company was formed in 1992 by Brentwood Golf Partners, L.P.
(the "Partnership"), a partnership organized by Brentwood Associates
("Brentwood"), and James A. Husband, to build a leading golf course ownership
and management company. See "Certain Relationships and Related Transactions."
In its approximately four years of operation, the Company has become one of the
leading golf course management companies in the United States. Mr. Husband, the
Company's President and Chief Executive Officer, has more than 20 years
experience in the golf industry, and prior to joining the Company, had been
Chairman and Chief Executive Officer of GolfCorp. (a subsidiary of Club
Corporation International), which he founded and built into one of the largest
public-course management companies in the United States.
 
  Founded in 1972, Brentwood is a private investment firm specializing in
private equity and growth-oriented venture capital investments. Other than the
Partnership, Holdings' stockholders include The Northwestern Mutual Life
Insurance Company and Wilmington Interstate Corporation, an indirect wholly-
owned subsidiary of The Hillman Company. See "Principal Stockholders."
 
  The Company is incorporated in Delaware; its executive offices are located at
3702 Via de la Valle, Suite 202, Del Mar, California, 92014; and its telephone
number is (619) 794-2602.
 
                                       6

 
                          [CORPORATE STRUCTURE CHART]


- --------------------
* Except as otherwise noted, all Subsidiaries are wholly-owned.
 
                                       7

 
 
                               THE EXCHANGE OFFER
 
The Exchange Offer..........  The Company is hereby offering to exchange $1,000
                              principal amount of Exchange Notes for each
                              $1,000 principal amount of Private Notes that are
                              properly tendered and accepted. The Company will
                              issue Exchange Notes on or promptly after the
                              Expiration Date. As of the date hereof, there is
                              $70,000,000 aggregate principal amount of Private
                              Notes outstanding. See "The Exchange Offer."
 
                              Based on an interpretation by the staff of the
                              Commission set forth in no-action letters issued
                              to third parties, the Company believes that the
                              Exchange Notes issued pursuant to the Exchange
                              Offer in exchange for Private Notes may be
                              offered for resale, resold and otherwise
                              transferred by a holder thereof (other than (i) a
                              broker-dealer who purchases such Exchange Notes
                              directly from the Company to resell pursuant to
                              Rule 144A or any other available exemption under
                              the Securities Act or (ii) a person that is an
                              affiliate of the Company within the meaning of
                              Rule 405 under the Securities Act), without
                              compliance with the registration and prospectus
                              delivery provisions of the Securities Act;
                              provided that the holder is acquiring Exchange
                              Notes in the ordinary course of its business and
                              is not participating, and had no arrangement or
                              understanding with any person to participate, in
                              the distribution of the Exchange Notes. Each
                              broker-dealer that receives Exchange Notes for
                              its own account in exchange for Private Notes,
                              where such Private Notes were acquired by such
                              broker-dealer as a result of market-making
                              activities or other trading activities, must
                              acknowledge that it will deliver a prospectus in
                              connection with any resale of such Exchange
                              Notes. See "The Exchange Offer--Resale of the
                              Exchange Notes."
 
Registration Rights           The Private Notes were sold by the Company on
Agreement...................  June 4, 1996 (the "Closing Date") to Donaldson,
                              Lufkin & Jenrette Securities Corporation and BA
                              Securities, Inc. (the "Initial Purchasers")
                              pursuant to a Purchase Agreement, dated May 29,
                              1996, by and among the Company and the Initial
                              Purchasers (the "Purchase Agreement"). The
                              Initial Purchasers subsequently sold the Private
                              Notes to third parties. See "The Exchange Offer--
                              Purpose of the Exchange Offer." Pursuant to the
                              Purchase Agreement, the Company and the Initial
                              Purchasers entered into a Registration Rights
                              Agreement, dated as of May 29, 1996 (the
                              "Registration Rights Agreement"), which grants
                              the holders of the Private Notes certain exchange
                              and registration rights. The Exchange Offer is
                              intended to satisfy such rights, which will
                              terminate upon the consummation of the Exchange
                              Offer. The holders of the Exchange Notes will not
                              be entitled to any exchange or registration
                              rights with respect to the Exchange Notes. See
                              "The Exchange Offer--Termination of Certain
                              Rights."
 
Expiration Date.............  The Exchange Offer will expire at 5:00 p.m., New
                              York City time, on October 29, 1996, unless the
                              Exchange Offer is extended by the Company in its
                              sole discretion for up to an additional ten
                              business days, in which case the term "Expiration
                              Date" shall mean the latest date and time to
                              which the Exchange Offer is extended. See
 
                                       8

 
                              "The Exchange Offer--Expiration Date; Extensions;
                              Amendments."
 
Accrued Interest on the
Exchange Notes  and the       The Exchange Notes will bear interest from and
Private Notes...............  including the date of issuance of the Private
                              Notes (June 4, 1996). Holders whose Private Notes
                              are accepted for exchange will be deemed to have
                              waived the right to receive any interest accrued
                              on the Private Notes. See "The Exchange Offer--
                              Interest on the Exchange Notes."
 
Conditions to the Exchange    Unless waived by the Company, the Exchange Offer
Offer.......................  is subject to the condition that, in the
                              reasonable judgment of the Company, it does not
                              violate applicable law, rules or regulations or
                              an applicable interpretation of the staff of the
                              Commission. The Exchange Offer is not conditioned
                              upon any minimum aggregate principal amount of
                              Private Notes being tendered for exchange. See
                              "The Exchange Offer--Conditions."
 
Procedures for Tendering
Private  Notes..............  Each holder of Private Notes wishing to accept
                              the Exchange Offer must complete, sign and date
                              the Letter of Transmittal, or a facsimile
                              thereof, in accordance with the instructions
                              contained herein and therein, and mail or
                              otherwise deliver such Letter of Transmittal, or
                              such facsimile, together with such Private Notes
                              and any other required documentation to Norwest
                              Bank Minnesota, National Association, as exchange
                              agent (the "Exchange Agent"), at the address set
                              forth herein. By executing the Letter of
                              Transmittal, the holder will represent to and
                              agree with the Company that, among other things,
                              (i) the Exchange Notes to be acquired by such
                              holder of Private Notes in connection with the
                              Exchange Offer are being acquired by such holder
                              in the ordinary course of its business, (ii) such
                              holder has no arrangement or understanding with
                              any person to participate in a distribution of
                              the Exchange Notes, (iii) that if such holder is
                              a broker-dealer registered under the Exchange Act
                              or is participating in the Exchange Offer for the
                              purposes of distributing the Exchange Notes, such
                              holder will comply with the registration and
                              prospectus delivery requirements of the
                              Securities Act in connection with a secondary
                              resale transaction of the Exchange Notes acquired
                              by such person and cannot rely on the position of
                              the staff of the Commission set forth in no-
                              action letters (see "The Exchange Offer--Resale
                              of Exchange Notes"), (iv) such holder understands
                              that a secondary resale transaction described in
                              clause (iii) above and any resales of Exchange
                              Notes obtained by such holder in exchange for
                              Private Notes acquired by such holder directly
                              from the Company should be covered by an
                              effective registration statement containing the
                              selling securityholder information required by
                              Item 507 or Item 508, as applicable, of
                              Regulation S-K of the Commission and (v) such
                              holder is not an "affiliate," as defined in Rule
                              405 under the Securities Act, of the Company. If
                              the holder is a broker-dealer that will receive
                              Exchange Notes for its own account in exchange
                              for Private Notes that were acquired as a result
                              of market-making activities or other trading
                              activities, such holder will be required to
                              acknowledge in the Letter of Transmittal that
                              such holder will
 
                                       9

 
                              deliver a prospectus in connection with any
                              resale of such Exchange Notes; however, by so
                              acknowledging and by delivering a prospectus,
                              such holder will not be deemed to admit that it
                              is an "underwriter" within the meaning of the
                              Securities Act. See "The Exchange Offer--
                              Procedures for Tendering."
 
Special Procedures for
 Beneficial Owners..........  Any beneficial owner whose Private Notes are
                              registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee
                              and who wishes to tender such Private Notes in
                              the Exchange Offer should contact such registered
                              holder promptly and instruct such registered
                              holder to tender on such beneficial owner's
                              behalf. If such beneficial owner wishes to tender
                              on such owner's own behalf, such owner must,
                              prior to completing and executing the Letter of
                              Transmittal and delivering such owner's Private
                              Notes, either make appropriate arrangements to
                              register ownership of the Private Notes in such
                              owner's name or obtain a properly completed bond
                              power from the registered holder. The transfer of
                              registered ownership may take considerable time
                              and may not be able to be completed prior to the
                              Expiration Date. See "The Exchange Offer--
                              Procedures for Tendering."
 
Guaranteed Delivery           Holders of Private Notes who wish to tender their
Procedures..................  Private Notes and whose Private Notes are not
                              immediately available or who cannot deliver their
                              Private Notes, the Letter of Transmittal or any
                              other documentation required by the Letter of
                              Transmittal to the Exchange Agent prior to the
                              Expiration Date must tender their Private Notes
                              according to the guaranteed delivery procedures
                              set forth under "The Exchange Offer--Guaranteed
                              Delivery Procedures."
 
Acceptance of the Private
 Notes and Delivery of the    Subject to the satisfaction or waiver of the
 Exchange Notes.............  conditions to the Exchange Offer, Holdings will
                              accept for exchange any and all Private Notes
                              that are properly tendered in the Exchange Offer
                              prior to the Expiration Date. The Exchange Notes
                              issued pursuant to the Exchange Offer will be
                              delivered within five business days following the
                              Expiration Date. See "The Exchange Offer--Terms
                              of the Exchange Offer."
 
Withdrawal Rights...........  Tenders of Private Notes may be withdrawn at any
                              time prior to the Expiration Date. See "The
                              Exchange Offer--Withdrawal of Tenders."
 
Certain Federal Income Tax
 Considerations.............  Based upon an opinion of counsel to the Company,
                              the Company has determined that the exchange of
                              Private Notes for Exchange Notes will be treated
                              as a "non-event" for federal income tax purposes
                              because the Exchange Notes will not be considered
                              to differ materially in kind or extent from the
                              Private Notes. As a result, no material federal
                              income tax consequences will result to holders
                              exchanging Private Notes for Exchange Notes. See
                              "Certain Federal Income Tax Considerations."
 
Exchange Agent..............  Norwest Bank Minnesota, National Association is
                              serving as the Exchange Agent in connection with
                              the Exchange Offer.
 
                                       10

 
 
                               THE EXCHANGE NOTES
 
  The Exchange Offer applies to the entire aggregate principal amount of the
Private Notes. The form and terms of the Exchange Notes are the same as the
form and terms of the Private Notes except that (i) the exchange will have been
registered under the Securities Act and, therefore, the Exchange Notes will not
bear legends restricting the transfer thereof and (ii) holders of the Exchange
Notes will not be entitled to certain rights of holders of the Private Notes
under the Registration Rights Agreement, which rights will terminate upon
consummation of the Exchange Offer. The Exchange Notes will evidence the same
indebtedness as the Private Notes (which they replace) and will be issued
under, and be entitled to the benefits of, the Indenture. For further
information and for definitions of certain capitalized terms used below, see
"Description of Notes."
 
Maturity Date...............  June 1, 2003.
 
Interest Payment Dates......  June 1 and December 1 of each year, commencing
                              December 1, 1996.
 
Optional Redemption.........  On or after June 1, 1999, the Company may redeem
                              the Exchange Notes, in whole or in part, at the
                              redemption prices set forth herein, plus accrued
                              and unpaid interest and Liquidated Damages, if
                              any, to the date of redemption. Notwithstanding
                              the foregoing, at any time on or before June 1,
                              1999, the Company may, at its option and subject
                              to certain requirements, use the net cash pro-
                              ceeds from one or more Public Equity Offerings or
                              issuances of Qualified Capital Stock to Strategic
                              Investors to redeem up to an aggregate 25% of the
                              principal amount of the Exchange Notes originally
                              issued, at a redemption price equal to 110.5% of
                              the principal amount thereof, plus accrued and
                              unpaid interest and Liquidated Damages, if any,
                              to the date of redemption. See "Description of
                              Notes--Optional Redemption."
 
Change of Control...........  Upon a Change of Control, each holder of Exchange
                              Notes will have the right to require the Company
                              to repurchase all or any part of such holder's
                              Exchange Notes at a price equal to 101% of the
                              principal amount thereof, plus accrued and unpaid
                              interest and Liquidated Damages, if any, to the
                              date of purchase. There can be no assurance that
                              the Company will have the financial resources
                              necessary to repurchase the Exchange Notes upon a
                              Change of Control.
 
Guarantees..................  The Exchange Notes will be fully and uncondition-
                              ally guaranteed on a senior unsecured basis by
                              each of the Guarantors. The Guarantees will rank
                              pari passu to the Guarantors' guarantees of the
                              New Credit Facility.
 
Ranking.....................  The Exchange Notes will be senior unsecured gen-
                              eral obligations of the Company and will rank
                              pari passu in right of payment to all other se-
                              nior indebtedness of the Company, including
                              borrowings under the New Credit Facility. The Ex-
                              change Notes will be effectively subordinated to
                              any secured indebtedness of the Company to the
                              extent of any collateral therefor. The New Credit
                              Facility provides for an aggregate availability
                              of $50 million, all of which was available at
                              June 30, 1996, and is secured by substantially
                              all of the Company's assets, including the capi-
                              tal stock of the Company's existing and future
                              Subsidiaries, and is guaranteed by Holdings and
 
                                       11

 
                              such Subsidiaries, which guarantees are secured
                              by substantially all of Holdings' and such Sub-
                              sidiaries' assets. The Guarantees will be senior
                              unsecured general obligations of the Guarantors
                              and will rank pari passu in the right of payment
                              to all other senior indebtedness of the Guaran-
                              tors, including the Guarantor's guarantees of
                              borrowings under the New Credit Facility. As of
                              June 30, 1996, the Company and the Guarantors on
                              a consolidated basis had outstanding $92.1 mil-
                              lion of senior indebtedness (including trade
                              payables and capitalized lease obligations), $7.5
                              million of which was secured indebtedness. The
                              Indenture permits the Company and its Subsidiar-
                              ies to incur additional indebtedness, including
                              senior and secured indebtedness, subject to cer-
                              tain limitations.
 
Certain Covenants...........
                              The Indenture contains covenants that will, among
                              other things, limit the ability of the Company
                              and its Subsidiaries to (i) make restricted pay-
                              ments, (ii) incur additional indebtedness and is-
                              sue disqualified capital stock, (iii) create
                              liens, (iv) enter into agreements that would re-
                              strict the Subsidiaries' ability to make distri-
                              butions, loans and other payments to the Company,
                              (v) enter into consolidations or mergers or sell
                              all, or substantially all, of their assets,
                              (vi) make asset sales and (vii) enter into trans-
                              actions with affiliates. See "Description of
                              Notes--Certain Covenants."
 
 
                                  RISK FACTORS
 
  See "Risk Factors" for a discussion of certain factors that should be
considered by holders of the Private Notes in evaluating the Exchange Offer.
 
                                       12

 
                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION
                             (DOLLARS IN THOUSANDS)
 
  The consolidated financial data set forth below with respect to the Company's
statements of operations for each of the years in the three-year period ended
September 30, 1995 are derived from the consolidated financial statements that
have been audited by Ernst & Young LLP, independent auditors, which are
included elsewhere in this Prospectus. The statement of operations data for the
nine months ended June 30, 1995 and 1996 and the balance sheet data at June 30,
1996 are derived from unaudited financial statements which contain all
adjustments, consisting only of normal recurring adjustments, which the Company
considers necessary for a fair presentation of the financial position and
results of operations for such periods. Operating results for the nine months
ended June 30, 1996 are not necessarily indicative of the results that are
expected for the entire year ended September 30, 1996. The selected financial
data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's financial statements and notes thereto included herein.
 


                                      YEAR ENDED               NINE MONTHS
                                    SEPTEMBER 30,            ENDED JUNE 30,
                              ----------------------------  ------------------
                                1993      1994      1995      1995      1996
                              --------  --------  --------  --------  --------
                                                       
STATEMENT OF OPERATIONS
 DATA(1):
Operating revenues..........  $  6,507  $ 24,893  $ 49,863  $ 32,946  $ 43,716
Course-level operating
 expenses(2)................     4,184    16,818    34,427    22,924    30,451
General and administrative
 expenses...................     1,620     1,997     2,517     1,808     2,596
Depreciation and
 amortization expense.......       825     3,469     6,145     4,207     5,353
                              --------  --------  --------  --------  --------
Income (loss) from
 operations.................      (122)    2,609     6,774     4,007     5,316
Interest expense, net.......      (530)   (3,515)   (8,019)   (5,541)   (7,840)
Gain on insurance
 settlement.................       --        --        747       --        --
Minority interest...........      (195)      --        --        --        --
                              --------  --------  --------  --------  --------
Loss before income taxes and
 extraordinary item.........      (847)     (906)     (498)   (1,534)   (2,524)
Provision for income taxes..         6        72       208        33       137
                              --------  --------  --------  --------  --------
Loss before extraordinary
 item.......................      (853)     (978)     (706)   (1,567)   (2,661)
Extraordinary item..........       --       (428)      --        --     (3,521)
                              --------  --------  --------  --------  --------
Net loss....................  $   (853) $ (1,406) $   (706) $ (1,567) $ (6,182)
                              ========  ========  ========  ========  ========
OTHER OPERATING DATA:
EBITDA(3)...................  $    703  $  6,078  $ 12,919  $  8,214  $ 10,669
Net cash provided by (used
 in) operating activities...       154     1,883     2,294     2,437      (187)
Net cash used in investing
 activities.................   (25,454)  (32,970)  (57,020)  (53,599)  (12,931)
Net cash provided by
 financing activities.......    26,659    31,027    54,247    50,624    14,139
Golf facility
 investments(4).............    41,212    34,623    55,643    51,017    11,480
Cumulative golf facility
 investments(5).............    41,212    75,835   131,478   126,852   142,958
Number of golf
 properties(6)..............         7        12        19        19        21

 


                                                                AT JUNE 30, 1996
                                                                ----------------
                                                             
BALANCE SHEET DATA:
Cash...........................................................     $  1,841
Total assets...................................................      158,030
Total long-term debt and capital leases........................       77,536
Total liabilities..............................................       92,107
Total stockholder's equity.....................................       65,923

 
(Footnotes appear on the following page)
 
                                       13

 
- --------------------
(1) The Company acquired or leased seven courses in fiscal 1993, an additional
    five in fiscal 1994, an additional seven in fiscal 1995 and an additional
    one in the nine months ended June 30, 1996 (fiscal 1996). The Company also
    entered into a management contract to operate one course in the nine months
    ended June 30, 1996. The Company's results of operations include the
    results of acquired courses from their dates of acquisition and not for any
    periods prior to acquisition. As a result, the Company's historical results
    of operations for any particular period do not generally represent the full
    revenue and cash flow generating capability of its golf course portfolio as
    of the end of such period. The Company's results of operations for the year
    ended September 30, 1995 include the results of three courses for six
    months, one course for seven months, three courses for ten months and 12
    courses for the full fiscal year.
(2) Course-level operating expenses include cost of golf course operations
    (e.g., salaries, taxes, utilities), cost of food and beverages and cost of
    pro shop sales.
(3) EBITDA represents net income before interest expense, income taxes,
    extraordinary item, gain on insurance settlement, minority interest and
    non-cash charges of depreciation and amortization. EBITDA is presented
    because it is a widely accepted financial indicator of a company's ability
    to service and/or incur indebtedness. However, EBITDA should not be
    considered as an alternative to net income as a measure of the Company's
    operating results or to operating cash flow as a measure of liquidity. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations--Private Membership Clubs; Accounting Treatment of Initiation
    Fees."
(4) Golf facility investments consist of the aggregate purchase price
    (including cash and principal amount of promissory notes) paid by the
    Company to acquire its golf course portfolio, including non-recurring
    upgrade capital expenditures.
(5) Cumulative since the Company's formation in October 1992.
(6) Of such 21 properties at June 30, 1996, 16 courses were owned by the
    Company, three courses were operated under long-term leases, one driving
    range/pro shop facility was leased and one course was managed by the
    Company pursuant to a management contract. In addition, the Company entered
    into a long- term lease with respect to a course subsequent to June 30,
    1996. See "Business--Recently Completed Acquisitions."
 
 
                                       14

 
                                 RISK FACTORS
 
  Prospective investors should consider carefully the following factors in
addition to the other information contained in this Offering Memorandum before
making an investment in any of the Exchange Notes offered hereby. The Company
believes that this Prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act. Discussions containing such
forward-looking statements may be found in the material set forth under
"Summary," "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "Business," as
well as within the Prospectus generally. In addition, when used in this
Prospectus, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Such
statements are subject to a number of risks and uncertainties. Actual results
in the future could differ materially from those described in the forward-
looking statements as a result of the risk factors set forth below and the
matters set forth in the Prospectus generally. The Company undertakes no
obligation to publicly release the result of any revisions to these forward-
looking statements that may be made to reflect any future events or
circumstances. The Company cautions the reader, however, that this list of
risk factors may not be exhaustive.
 
LEVERAGE AND ABILITY TO SERVICE DEBT
 
  The Company is highly leveraged. As of June 30, 1996, the Company had
consolidated long-term debt and capital lease obligations of $77.5 million and
stockholder's equity of $65.9 million, resulting in a debt-to-equity ratio of
approximately 1.2 to 1. The Company's earnings were insufficient to cover its
fixed charges for each of the fiscal years ended September 30, 1993, 1994 and
1995 and for the nine months ended June 30, 1996. See Note (7) to Selected
Consolidated Financial Information. In addition, as of June 30, 1996, the
Company had an additional $50 million of borrowing availability under the New
Credit Facility. See "Consolidated Capitalization" and "Description of New
Credit Facility."
 
  The Company's high degree of leverage may (i) have an adverse effect on its
ability to obtain additional financing to fund working capital, capital
expenditures or other purposes, (ii) make the Company more vulnerable to
extended economic downturns, (iii) restrict the Company's ability to make
acquisitions, exploit new technologies or potential business opportunities,
and (iv) limit the Company's flexibility to respond to changing economic
conditions.
 
  The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness (including the Notes) will
depend on its future performance, which, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors beyond its control. Based upon the current level of operations and
anticipated growth, the Company believes that cash flow from operations,
together with available borrowings under the New Credit Facility and other
sources of liquidity, will be adequate to meet the Company's anticipated
future requirements for working capital, capital expenditures and scheduled
payments of principal and interest on its indebtedness, including the Notes.
There can be no assurance, however, that the Company's business will generate
sufficient cash flow from operations or that future working capital borrowings
will be available in an amount sufficient to enable the Company to service its
indebtedness, including the Notes, or make necessary capital expenditures. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
 
ACQUISITION STRATEGY AND RISKS RELATED TO RAPID GROWTH
 
  The Company is continually involved in the investigation and evaluation of
potential golf course acquisitions and at any time may be discussing possible
transactions, conducting due diligence investigations or otherwise pursuing
acquisition opportunities. Since its inception in October 1992, the Company
has made acquisitions for an aggregate purchase price of approximately $142.9
million, including upgrade capital expenditures. The Company historically has
financed its acquisitions through a combination of the borrowings under bank
credit facilities, seller-provided financing, internally-generated cash flow
and the issuance of equity securities. The Company's future growth and
financial success will be dependent upon a number of factors,
 
                                      15

 
including, among others, its ability to identify acceptable acquisition
candidates, consummate the acquisitions of such golf facilities on favorable
terms, promptly and profitably improve the financial performance of acquired
properties and integrate them into the Company's operations and attract and
retain customers and members. Managing this growth and integrating acquired
businesses requires a significant amount of management time and skill. There
can be no assurance (i) that the Company will be effective in managing its
future growth or in assimilating acquisitions, or (ii) that any failure to
manage growth or assimilate an acquisition will not have a material adverse
effect on the Company's business, operating results or financial condition. In
addition, the Company has generally been able to implement significant
increases in initiation fees, membership dues and greens fees to market levels
following acquisition of a golf facility. The Company believes that any
subsequent increases in initiation fees, membership dues and greens fees at
acquired courses are likely to occur on a smaller magnitude.
 
  The Company's ability to execute its growth strategy depends to a
significant degree on its ability to obtain additional long-term debt and
equity capital. Other than the New Credit Facility, the Company has no
commitments for additional borrowings or sales of equity, and there can be no
assurance that the Company will be successful in consummating any such future
financing transactions on terms favorable to the Company or that any such
acquisition will not result in the incurrence of additional indebtedness. The
Company's ability to repay the Notes or any other indebtedness at maturity may
depend on refinancing, which could be adversely affected if the Company does
not have access to the capital markets for the sale of additional debt or
equity through public offerings or private placements on terms acceptable to
the Company. Factors which could affect the Company's access to the capital
markets, or the cost of such capital, include changes in interest rates,
general economic conditions, the perception in the capital markets of the
Company's business, results of operations, leverage, financial condition and
business prospects. In addition, the New Credit Facility and the covenants
with respect to the Notes significantly restrict the Company's ability to
incur additional indebtedness. See "Description of Notes."
 
COMPETITION
 
  The Company intends to continue to acquire golf courses in order to expand
its operations and increase its portfolio. There can be no assurance that
suitable golf course acquisition opportunities will be available or that,
because of competition from other purchasers or other reasons, the Company
will be able to consummate acquisitions on satisfactory terms or to obtain
necessary acquisition financing. In addition, the acquisition of golf courses
may become more expensive in the future if demand for properties increases.
 
  The Company competes for the purchase, lease and management of golf courses
with several national and regional golf course companies. Several of the
Company's national competitors have larger staffs and more golf courses
currently owned, leased or under management than does the Company. In
addition, several of the national competitors and certain of the smaller,
regional companies have significantly greater capital resources than the
Company.
 
  Golf courses are also subject to competition for players and members from
other golf courses located in the same geographic areas. The number and
quality of golf courses in a particular area could have a material effect on
the revenue of a golf course. The availability of sufficient acreage often
limits the number of competing courses, particularly in metropolitan areas.
However, the parts of Arizona and Texas in which many of Cobblestone's
existing properties are clustered have significant open land available, and
there has been continued construction of both public and private golf
facilities in those areas. The Company carefully evaluates these and other
factors before acquiring a golf course, and tailors its marketing strategy to
fit the demographic and competitive characteristics of the community. In
addition, revenue will be affected by a number of factors including the demand
for golf and the availability of other forms of recreation.
 
RELIANCE ON KEY PERSONNEL
 
  The success of the Company is dependent upon the experience and abilities of
its senior management as well as its ability to attract and retain qualified
golf course general managers and superintendents. Key senior
 
                                      16

 
management include James A. Husband, who is responsible for the Company's
strategic planning, Gary L. Dee, who manages the Company's operations, and
Joseph H. Champ, who oversees the Company's acquisition strategy. There is
significant competition in the golf course management industry for qualified
personnel, and there can be no assurance that the Company will be able to
retain its existing senior management or golf course personnel or recruit new
personnel to support its acquisition plans. In particular, James "Bob" Husband
has 22 years of industry experience in all phases of the Company's business,
ranging from operations to acquisitions. He was founder, Chairman and CEO of a
company that ultimately became CCA Golf Corp. which became a subsidiary of
Club Corporation of America (now known as Club Corporation International). The
loss of Mr. Husband as CEO could have an adverse impact on the future
performance of the Company. See "Management."
 
LIMITED OPERATING HISTORY; VARIABILITY OF QUARTERLY OPERATING RESULTS AND NET
LOSSES
 
  Since its organization in October 1992, the Company has been in an early
development stage in which its activities have been concentrated on the
acquisition, lease and management of its golf course properties. Seasonal
weather conditions as well as the timing of new course purchases or leases may
cause the Company's results of operations to vary significantly from quarter
to quarter and the second half (April through September) of the Company's
fiscal year generally accounts for a greater portion of the Company's
operating revenue and operating income than does the first half. The Company
has experienced net losses since its inception. Net losses for the fiscal
years ended September 30, 1993, 1994 and 1995 were approximately $0.9 million,
$1.4 million and $0.7 million, respectively, and net losses for the nine
months ended June 30, 1996 were $6.2 million. There can be no assurance that
the Company's future operations will generate operating income or net income
or sufficient cash flow to pay its obligations. See "Selected Consolidated
Financial Information" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
 
CORPORATE STRUCTURE; EFFECTS OF ASSET ENCUMBRANCES
 
  Substantially all of the Company's operating income is generated by its
Subsidiaries. As a result, the Company will rely on cash received from its
Subsidiaries to provide a portion of the funds necessary to meet its debt
service obligations, including the payment of principal and interest on the
Notes. However, the Guarantors have guaranteed the Company's obligations under
the New Credit Facility on a senior secured basis, and the capital stock of,
and substantially all of the assets of, the Guarantors were pledged to secure
the obligations of the Company and such Subsidiaries under the New Credit
Facility and other secured obligations. Although the Notes are guaranteed on a
senior unsecured basis by the Guarantors, in the event of a default under the
New Credit Facility (or any other secured indebtedness), the lenders
thereunder would be entitled to a claim on the assets securing such
indebtedness which is prior to any claim of the holders of the Notes.
Accordingly, there may be insufficient assets remaining after payment of prior
secured claims (including claims of lenders under the New Credit Facility) to
pay amounts due on the Notes. The Indenture also limits the ability of the
Company and its Subsidiaries to incur additional indebtedness and to enter
into agreements that would restrict the ability of any Subsidiary to make
distributions, loans or other payments to the Company. However, these
limitations are subject to certain exceptions. See "--Fraudulent Transfer
Risks," "Description of Notes" and "Description of New Credit Facility."
 
RESTRICTIVE COVENANTS AND FINANCIAL RATIOS UNDER NEW CREDIT FACILITY
 
  The New Credit Facility contains covenants which limit the ability of the
Company to, among other things, (i) incur indebtedness or issue guarantees,
(ii) create or permit to exist liens, or enter into negative pledge
agreements, (iii) make investments, including by purchase of assets or equity
interests, unless the Company meets certain financial tests and after such
investment provides the lenders thereunder with liens on the assets acquired
and secured guarantees of any new Subsidiary, (iv) pay dividends or make
distributions (other than dividends to the Company), repurchase equity
interests or prepay or redeem the Notes, (v) make asset sales or merge or
consolidate with other entities, (vi) enter into transactions with affiliates,
or (vii) amend certain agreements, including the Indenture or the Notes. In
addition, under the New Credit Facility, the Company is required to comply
with certain financial covenants, including net worth, minimum interest and
fixed charge
 
                                      17

 
coverage ratios and maximum Funded Debt (as defined in the New Credit
Facility) to Adjusted EBITDA and Bank Debt (as defined in the New Credit
Facility) to Adjusted EBITDA ratios (calculated as provided therein). Under
the New Credit Facility, the occurrence of certain events (including, without
limitation, failure to make payments when due, breach of covenants or
representations and warranties, default under other indebtedness or
obligations, bankruptcy, dissolution or insolvency, change of control, the
occurrence of a material adverse change and material judgments) in certain
cases after notice and/or grace periods would constitute an event of default
permitting the acceleration of the indebtedness and exercise of remedies,
including foreclosure on the security interests granted to secure such
indebtedness. The limitations imposed on the Company by the New Credit
Facility are substantial, and failure to comply with such limitations or the
occurrence of any event of default could have a material adverse effect on the
Company. See "Description of New Credit Facility."
 
ENVIRONMENTAL REGULATION; LEASES WITH MUNICIPALITIES
 
  Operations at the Company's golf courses involve the use and storage of
various hazardous materials such as herbicides, pesticides, fertilizers, motor
oil and gasoline. Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real property may become liable for the
costs of removing such hazardous substances that are released on or in its
property and for remediation of its property. Such laws often impose liability
regardless of whether a property owner or operator knew of, or was responsible
for, the release of hazardous materials. In addition, the presence of such
hazardous substances, or the failure to remediate the surrounding soil when
such substances are released, may adversely affect the ability of a property
owner to sell such real estate or to pledge such property as collateral for a
loan. See "Business--Governmental Regulation."
 
  The Company's leases with municipalities at the Saticoy and Escondido
courses are subject to provisions which restrict the Company's ability to
increase greens fees and other charges. Such restrictions may have an adverse
effect on the Company's ability to increase revenue and improve operating cash
flow at those courses. It is probable that any new leases with municipalities
will also include similar restrictions.
 
FACTORS AFFECTING GOLF PARTICIPATION
 
  The success of efforts to attract and retain members at a private country
club and the number of rounds played at a public golf course have historically
been dependent upon discretionary spending by consumers, which may be
adversely affected by general and regional economic conditions, particularly
those that affect southern California, Phoenix, Dallas and Houston. See
"Business--Summary of Golf Course Portfolio." Golf participation has increased
significantly since 1970. Although the Company believes that demographic
trends indicate that it is well positioned to grow its business and improve
its financial performance, a decrease in the number of golfers or their rates
of participation or in consumer spending on golf could have an adverse effect
on the Company's financial condition and results of operations.
 
FACTORS AFFECTING COURSE CONDITIONS
 
  General turf grass conditions must be satisfactory to attract play on the
Company's courses. Severe weather or other factors, including disease, could
cause unexpected problems with turf grass conditions at any golf course or at
courses located in the same geographic region. Turf grass conditions at each
of the Company's golf courses also depend to a large extent on the quality and
quantity of available water. The availability of sufficient water is affected
by various factors, many of which are not under the Company's control. The
Company believes that it has access to sufficient water to operate its courses
in the manner in which they are currently operated. However, there can be no
assurance that certain conditions, including weather, government regulation or
environmental concerns, which could adversely affect the supply of water to a
particular golf course, may not arise in the future.
 
  The Company operates golf courses in four states and has experienced natural
conditions which are beyond its control (such as periods of extraordinarily
dry, wet, hot or cold weather, or unforeseen natural events such as storms,
hurricanes, fires, floods or earthquakes). These conditions may occur at any
time and may have a
 
                                      18

 
significant impact on the condition and availability of one or more golf
courses for play and on the number of customers a golf course can attract.
Except for fire insurance, the Company does not carry insurance against the
effect of such conditions, which the Company believes to be consistent with
standard practice in the industry. However, the occurrence or re-occurrence of
any such conditions may require increased capital expenditures by the Company
to the extent the Company is not insured and could have a material adverse
effect on the Company's financial condition and results of operations.
 
LIMITATIONS ON REPURCHASE OF NOTES UPON CHANGE OF CONTROL
 
  Upon a Change of Control (defined as (i) the voting power of the direct or
indirect stockholders of Holdings immediately prior to the Issue Date dropping
to less than 50% or (ii) any person or group obtaining greater voting power
than Brentwood and James A. Husband, collectively, as more fully described in
"Description of Notes--Certain Covenants--Repurchase of Notes at the Option of
the Holder Upon a Change in Control"), each holder of Notes will have certain
rights to require the Company to repurchase all or a portion of such holder's
Notes. See "Description of Notes." If a Change of Control were to occur, there
can be no assurance that the Company would have sufficient funds to pay the
repurchase price for all Notes tendered by the holders thereof. In addition, a
Change of Control would constitute a default under the New Credit Facility.
The Company's repurchase of Notes as a result of the occurrence of a Change of
Control is restricted by the New Credit Facility and may be prohibited or
limited by, or create an event of default under, the terms of other agreements
relating to borrowings which the Company may enter into from time to time,
including other agreements relating to secured indebtedness. As of the date
hereof, the Company's repurchase of Notes as a result of a Change of Control
would not result in a default under any other senior indebtedness (other than
the New Credit Facility). If the Company's obligations under the New Credit
Facility were accelerated due to a default thereunder, the lenders thereunder
would have a priority claim on the proceeds from the sale of the collateral
securing the New Credit Facility. See "--Corporate Structure; Effects of Asset
Encumbrances."
 
FRAUDULENT TRANSFER RISKS
 
  The obligations of the Company under the Notes may be subject to review
under state or Federal fraudulent transfer laws in the event of the bankruptcy
or other financial difficulty of the Company. Under those laws, if a court, in
a lawsuit by an unpaid creditor or representative of creditors of the Company,
such as a trustee in bankruptcy or the Company as debtor in possession were to
find that at the time the Company issued the Notes, it either (i) was
insolvent, (ii) was rendered insolvent, (iii) was engaged in a business or
transaction for which its remaining unencumbered assets constituted
unreasonably small capital, or (iv) intended to incur or believed that it
would incur debts beyond its ability to pay as such debts matured, such court
could avoid the Notes and the Company's obligations thereunder, and direct the
return of any amounts paid thereunder to the Company or to a fund for the
benefit of its creditors. Moreover, regardless of the factors identified in
the foregoing clauses (i) through (iv), the court could avoid the Notes and
direct such repayment if it found that such Notes were issued with actual
intent to hinder, delay, or defraud the Company's creditors.
 
  The Company's obligations under the Notes will be guaranteed by the
Guarantors, and the Guarantees may also be subject to review under federal or
state fraudulent transfer law. If a court were to determine that at the time a
Guarantor became liable under its Guarantee, it satisfied any of clauses (i)
through (iv) in the foregoing paragraph, or if such Guarantee was incurred
with actual intent to hinder, delay or defraud such Guarantor's creditors, the
court could avoid the Guarantee and direct the repayment of amounts paid
thereunder.
 
  To the extent any Guarantees were avoided as a fraudulent conveyance or held
unenforceable for any other reason, holders of the Notes would cease to have
any claim in respect of such Subsidiary Guarantor and would be creditors
solely of the Company and any Guarantor whose Guarantee was not avoided or
held unenforceable. In such event, the claims of the holders of the Notes
against the issuer of an invalid Guarantee would be subject to the prior
payment of all liabilities and preferred stock claims of such Guarantor. There
can be no assurance that, after providing for all prior claims and preferred
stock interests, if any, there would be sufficient assets to satisfy the
claims of the holders of the Notes relating to any voided portions of any of
the Guarantees.
 
                                      19

 
  The measure of insolvency for purposes of the foregoing will vary depending
on the law of the jurisdiction being applied. Generally, however, an entity
would be considered insolvent if the sum of its debts (including contingent or
unliquidated debts) is greater than all of its property at a fair valuation or
if the present fair salable value of its assets is less than the amount that
will be required to pay its probable liability on its existing debts as they
become absolute and matured.
 
ABSENCE OF PUBLIC MARKET
 
  There is currently no established trading market for the Notes and the
Company does not intend to apply for listing of the Notes on any securities
exchange or on any automated dealer quotation system. The Company has been
advised by the Initial Purchasers that they presently intend to make a market
in the Notes, but the Initial Purchasers are under no obligation to do so, and
any such market-making may be discontinued at any time without notice, at the
sole discretion of the Initial Purchasers. Accordingly, no assurance can be
given as to the prices or liquidity of, or trading markets for, the Notes. The
liquidity of any market for the Notes will depend upon the number of holders
of the Notes, the interest of securities dealers in making a market in the
Notes, prevailing interest rates, the market for similar securities and other
factors, including general economic conditions and the financial condition and
performance of, and prospects for, the Company. The absence of an active
market for the Notes could adversely affect the market price and liquidity of
the Notes. Although the Company does not intend to list the Notes on any
securities exchange or to seek approval for quotation of the Notes through any
automated quotation system, the Notes are expected to be eligible for trading
in the Private Offerings, Resales and Trading through Automatic Linkages
("PORTAL") market of the National Association of Securities Dealers, Inc.
 
FAILURE TO EXCHANGE PRIVATE NOTES
 
  Exchange Notes will be issued in exchange for Private Notes only after
timely receipt by the Exchange Agent of such Private Notes, a properly
completed and duly executed Letter of Transmittal and all other required
documentation. Therefore, holders of Private Notes desiring to tender such
Private Notes in exchange for Exchange Notes should allow sufficient time to
ensure timely delivery. Neither the Exchange Agent nor the Company is under
any duty to give notification of defects or irregularities with respect to
tenders of Private Notes for exchange. Private Notes that are not tendered or
are tendered but not accepted will, following consummation of the Exchange
Offer, continue to be subject to the existing restrictions upon transfer
thereof. In addition, any holder of Private Notes who tenders in the Exchange
Offer for the purpose of participating in a distribution of the Exchange Notes
will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Private Notes, where such Private Notes were acquired by such
broker-dealer as a result of market-making activities or any other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. To the extent that Private Notes are
tendered and accepted in the Exchange Offer, the trading market for untendered
and tendered but unaccepted Private Notes could be adversely affected due to
the limited amount, or "float," of the Private Notes that are expected to
remain outstanding following the Exchange Offer. Generally, a lower "float" of
a security could result in less demand to purchase such security and could,
therefore, result in lower prices for such security. For the same reason, to
the extent that a large amount of Private Notes are not tendered or are
tendered and not accepted in the Exchange Offer, the trading market for the
Exchange Notes could be adversely affected. See "Plan of Distribution" and
"The Exchange Offer."
 
                                      20

 
                              THE EXCHANGE OFFER
 
PURPOSE OF THE EXCHANGE OFFER
 
  The Private Notes were sold by the Company on the Closing Date to the
Initial Purchasers pursuant to the Purchase Agreement. The Initial Purchasers
subsequently sold the Private Notes to "qualified institutional buyers"
("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A"), in
reliance on Rule 144A. As a condition to the sale of the Private Notes, the
Company and the Initial Purchasers entered into the Registration Rights
Agreement on May 29, 1996. Pursuant to the Registration Rights Agreement, the
Company agreed that, unless the Exchange Offer is not permitted by applicable
law or Commission policy, it would file with the Commission a registration
statement under the Securities Act (a "Registration Statement") with respect
to the Exchange Notes within 60 days after the Closing Date and use its best
efforts to cause such Registration Statement to become effective under the
Securities Act within 120 days after the Closing Date. A copy of the
Registration Rights Agreement has been filed as an exhibit to the Registration
Statement. The Registration Statement is intended to satisfy certain of the
Company's obligations under the Registration Rights Agreement and the Purchase
Agreement.
 
RESALE OF THE EXCHANGE NOTES
 
  With respect to the Exchange Notes, based upon an interpretation by the
staff of the Commission set forth in certain no-action letters issued to third
parties, the Company believes that a holder (other than (i) a broker-dealer
who purchases such Exchange Notes directly from the Company to resell pursuant
to Rule 144A or any other available exemption under the Securities Act or (ii)
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) who exchanges Private Notes for Exchange
Notes in the ordinary course of business and who is not participating, does
not intend to participate, and has no arrangement with any person to
participate, in a distribution of the Exchange Notes, will be allowed to
resell Exchange Notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the Exchange Notes
a prospectus that satisfies the requirements of Section 10 of the Securities
Act. However, if any holder acquires Exchange Notes in the Exchange Offer for
the purpose of distributing or participating in the distribution of the
Exchange Notes or is a broker-dealer, such holder cannot rely on the position
of the staff of the Commission enumerated in certain no-action letters issued
to third parties and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
unless an exemption from registration is otherwise available. Each broker-
dealer that receives Exchange Notes for its own account in exchange for
Private Notes, where such Private Notes were acquired by such broker-dealer as
a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. This
Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received
in exchange for Private Notes where such Private Notes were acquired by such
broker-dealer as a result of market-making or other trading activities.
Pursuant to the Registration Rights Agreement, the Company has agreed to make
this Prospectus, as it may be amended or supplemented from time to time,
available to broker-dealers for use in connection with any resale for a period
of 180 days after the Expiration Date. See "Plan of Distribution."
 
TERMS OF THE EXCHANGE OFFER
 
  Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Private
Notes validly tendered and not withdrawn prior to the Expiration Date. The
Company will issue $1,000 principal amount of Exchange Notes in exchange for
each $1,000 principal amount of outstanding Private Notes surrendered pursuant
to the Exchange Offer. Private Notes may be tendered only in integral
multiples of $1,000.
 
 
                                      21

 
  The form and terms of the Exchange Notes are the same as the form and terms
of the Private Notes except that (i) the exchange will be registered under the
Securities Act and, therefore, the Exchange Notes will not bear legends
restricting the transfer thereof and (ii) holders of the Exchange Notes will
not be entitled to any of the rights of holders of Private Notes under the
Registration Rights Agreement, which rights will terminate upon the
consummation of the Exchange Offer. The Exchange Notes will evidence the same
indebtedness as the Private Notes (which they replace) and will be issued
under, and be entitled to the benefits of, the Indenture, which also
authorized the issuance of the Private Notes, such that both series of Notes
will be treated as a single class of debt securities under the Indenture.
 
  As of the date of this Prospectus, $70,000,000 in aggregate principal amount
of the Private Notes are outstanding and registered in the name of Cede & Co.,
as nominee for DTC. Only a registered holder of the Private Notes (or such
holder's legal representative or attorney-in-fact) as reflected on the records
of the Trustee under the Indenture may participate in the Exchange Offer.
There will be no fixed record date for determining registered holders of the
Private Notes entitled to participate in the Exchange Offer.
 
  Holders of the Private Notes do not have any appraisal or dissenters' rights
under the Indenture in connection with the Exchange Offer. The Company intends
to conduct the Exchange Offer in accordance with the provisions of the
Registration Rights Agreement and the applicable requirements of the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations of the Commission thereunder.
 
  The Company shall be deemed to have accepted validly tendered Private Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
of Private Notes for the purposes of receiving the Exchange Notes from the
Company.
 
  Holders who tender Private Notes in the Exchange Offer will not be required
to pay brokerage commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the exchange of Private
Notes pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes described below, in connection
with the Exchange Offer. See "--Fees and Expenses."
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
  The term "Expiration Date" shall mean 5:00 p.m., New York City time on
October 29, 1996, unless the Company, in its sole discretion, extends the
Exchange Offer for up to an additional ten business days, in which case the
term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended.
 
  In order to extend the Exchange Offer, the Company will (i) notify the
Exchange Agent of any extension by oral or written notice, (ii) mail to the
registered holders an announcement thereof and (iii) issue a press release or
other public announcement which shall include disclosure of the approximate
number of Private Notes deposited to date, each prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Without limiting the manner in which the Company may choose to make a
public announcement of any delay, extension, amendment or termination of the
Exchange Offer, the Company shall have no obligation to publish, advertise, or
otherwise communicate any such public announcement, other than by making a
timely release to an appropriate news agency.
 
  The Company reserves the right, in its sole discretion, (i) to delay
accepting any Private Notes, (ii) to extend the Exchange Offer or (iii) if any
conditions set forth below under "--Conditions" shall not have been satisfied,
to terminate the Exchange Offer by giving oral or written notice of such
delay, extension or termination to the Exchange Agent. Any such delay in
acceptance, extension, termination or amendment will be followed as promptly
as practicable by oral or written notice thereof to the registered holders. If
the Exchange Offer is amended in a manner determined by the Company to
constitute a material change, the Company will promptly disclose such
amendment by means of a prospectus supplement that will be distributed to the
registered holders, and the Company will extend the Exchange Offer for a
period of five to ten business days, depending upon the
 
                                      22

 
significance of the amendment and the manner of disclosure to the registered
holders, if the Exchange Offer would otherwise expire during such five to ten
business day period.
 
INTEREST ON THE EXCHANGE NOTES
 
  The Exchange Notes will bear interest at a rate equal to 11 1/2% per annum.
Interest on the Exchange Notes will be payable semi-annually in arrears on
June 1 and December 1 of each year, commencing December 1, 1996. Holders of
Exchange Notes will receive interest from the date of initial issuance of the
Exchange Notes, plus an amount equal to the accrued interest on the Private
Notes from the date of initial delivery to the date of exchange for Exchange
Notes. Holders of Private Notes that are accepted for exchange will be deemed
to have waived the right to receive any interest accrued on the Private Notes.
 
PROCEDURES FOR TENDERING
 
  Only a registered holder of Private Notes may tender such Private Notes in
the Exchange Offer. To tender in the Exchange Offer, a holder of Private Notes
must complete, sign and date the Letter of Transmittal, or a facsimile
thereof, have the signatures thereon guaranteed if required by the Letter of
Transmittal, and mail or otherwise deliver such Letter of Transmittal or such
facsimile to the Exchange Agent at the address set forth below under "--
Exchange Agent" for receipt prior to the Expiration Date. In addition, either
(i) certificates for such Private Notes must be received by the Exchange Agent
along with the Letter of Transmittal, (ii) a timely confirmation of a book-
entry transfer (a "Book-Entry Confirmation") of such Private Notes, if such
procedure is available, into the Exchange Agent's account at the Depositary
pursuant to the procedure for book-entry transfer described below, must be
received by the Exchange Agent prior to the Expiration Date or (iii) the
holder must comply with the guaranteed delivery procedures described below.
 
  The tender by a holder that is not withdrawn prior to the Expiration Date
will constitute an agreement between such holder and the Company in accordance
with the terms and subject to the conditions set forth herein and in the
Letter of Transmittal.
 
  THE METHOD OF DELIVERY OF PRIVATE NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR PRIVATE NOTES SHOULD
BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS
FOR SUCH HOLDERS.
 
  Any beneficial owner(s) of the Private Notes whose Private Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact the registered holder
promptly and instruct such registered holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes to tender on such owner's own
behalf, such owner must, prior to completing and executing the Letter of
Transmittal and delivering such owner's Private Notes, either make appropriate
arrangements to register ownership of the Private Notes in such owner's name
or obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take considerable time.
 
  Signatures on a Letter of Transmittal or a notice of withdrawal described
below (see "--Withdrawal of Tenders"), as the case may be, must be guaranteed
by an Eligible Institution (as defined below) unless the Private Notes
tendered pursuant thereto are tendered (i) by a registered holder who has not
completed the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter
of Transmittal or a notice of withdrawal, as the case may be, are required to
be guaranteed, such guarantee must be made by a
 
                                      23

 
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act which is a member of one of the recognized signature guarantee programs
identified in the Letter of Transmittal (an "Eligible Institution").
 
  If the Letter of Transmittal is signed by a person other than the registered
holder of any Private Notes listed therein, such Private Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder as such registered holder's name appears on such Private
Notes.
 
  If the Letter of Transmittal or any Private Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act
must be submitted with the Letter of Transmittal.
 
  The Exchange Agent and the Depositary have confirmed that any financial
institution that is a participant in the Depositary's system may utilize the
Depositary's Automated Tender Offer Program to tender Private Notes.
 
  All questions as to the validity, form, eligibility (including time of
receipt), compliance with conditions, acceptance and withdrawal of tendered
Private Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Private Notes not properly tendered or any Private
Notes the Company's acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Private
Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in the Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Private Notes must be cured
within such time as the Company shall determine. Although the Company intends
to notify holders of defects or irregularities with respect to tenders of
Private Notes, neither the Company, the Exchange Agent nor any other person
shall incur any liability for failure to give such notification. Tenders of
Private Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.
 
  While the Company has no present plan to acquire any Private Notes that are
not tendered in the Exchange Offer or to file a registration statement to
permit resales of any Private Notes that are not tendered pursuant to the
Exchange Offer, the Company reserves the right in its sole discretion to
purchase or make offers for any Private Notes that remain outstanding
subsequent to the Expiration Date or, as set forth below under "--Conditions,"
to terminate the Exchange Offer and, to the extent permitted by applicable
law, purchase Private Notes in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers could
differ from the terms of the Exchange Offer.
 
  By tendering, each holder of Private Notes will represent to the Company
that, among other things, (i) Exchange Notes to be acquired by such holder of
Private Notes in connection with the Exchange Offer are being acquired by such
holder in the ordinary course of business of such holder, (ii) such holder has
no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes, (iii) such holder acknowledges and agrees
that any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purposes of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on
the position of the staff of the Commission set forth in certain no-action
letters, (iv) such holder understands that a secondary resale transaction
described in clause (iii) above and any resales of Exchange Notes obtained by
such holder in exchange for Private Notes acquired by such holder directly
from the Company should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the Commission and (v) such holder is
not an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company. If the holder is a broker-dealer that will receive Exchange Notes for
such holder's own account in exchange for Private Notes that were acquired as
a result of market-making activities or other trading activities, such holder
will be required to acknowledge in the Letter of Transmittal that such holder
 
                                      24

 
will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, such
holder will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
 
RETURN OF PRIVATE NOTES
 
  If any tendered Private Notes are not accepted for any reason set forth in
the terms and conditions of the Exchange Offer or if Private Notes are
withdrawn or are submitted for a greater principal amount than the holders
desire to exchange, such unaccepted, withdrawn or non-exchanged Private Notes
will be returned without expense to the tendering holder thereof (or, in the
case of Private Notes tendered by book-entry transfer into the Exchange
Agent's account at the Depositary pursuant to the book-entry transfer
procedures described below, such Private Notes will be credited to an account
maintained with the Depositary) as promptly as practicable.
 
BOOK-ENTRY TRANSFER
 
  The Exchange Agent will make a request to establish an account with respect
to the Private Notes at the Depositary for purposes of the Exchange Offer
within two business days after the date of this Prospectus, and any financial
institution that is a participant in the Depositary's systems may make book-
entry delivery of Private Notes by causing the Depositary to transfer such
Private Notes into the Exchange Agent's account at the Depositary in
accordance with the Depositary's procedures for transfer. However, although
delivery of Private Notes may be effected through book-entry transfer at the
Depositary, the Letter of Transmittal or facsimile thereof, with any required
signature guarantees and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at the address set forth
below under "--Exchange Agent" on or prior to the Expiration Date or pursuant
to the guaranteed delivery procedures described below.
 
GUARANTEED DELIVERY PROCEDURES
 
  Holders who wish to tender their Private Notes and (i) whose Private Notes
are not immediately available or (ii) who cannot deliver their Private Notes,
the Letter of Transmittal or any other required documents to the Exchange
Agent prior to the Expiration Date, may effect a tender if:
 
    (a) The tender is made through an Eligible Institution;
 
    (b) Prior to the Expiration Date, the Exchange Agent receives from such
  Eligible Institution a properly completed and duly executed Notice of
  Guaranteed Delivery substantially in the form provided by the Company
  setting forth the name and address of the holder, the certificate number(s)
  of such Private Notes and the principal amount of Private Notes tendered,
  stating that the tender is being made thereby and guaranteeing that, within
  five New York Stock Exchange trading days after the Expiration Date, the
  Letter of Transmittal (or a facsimile thereof), together with the
  certificate(s) representing the Private Notes in proper form for transfer
  or a Book-Entry Confirmation, as the case may be, and any other documents
  required by the Letter of Transmittal, will be deposited by the Eligible
  Institution with the Exchange Agent; and
 
    (c) Such properly executed Letter of Transmittal (or facsimile thereof),
  as well as the certificate(s) representing all tendered Private Notes in
  proper form for transfer and all other documents required by the Letter of
  Transmittal are received by the Exchange Agent within five New York Stock
  Exchange trading days after the Expiration Date.
 
  Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Private Notes according to the
guaranteed delivery procedures set forth above.
 
WITHDRAWAL OF TENDERS
 
  Except as otherwise provided herein, tenders of Private Notes may be
withdrawn at any time prior to the Expiration Date.
 
                                      25

 
  To withdraw a tender of Private Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date.
Any such notice of withdrawal must (i) specify the name of the person having
deposited the Private Notes to be withdrawn (the "Depositor"), (ii) identify
the Private Notes to be withdrawn (including the certificate number or numbers
and principal amount of such Private Notes) and (iii) be signed by the holder
in the same manner as the original signature on the Letter of Transmittal by
which such Private Notes were tendered (including any required signature
guarantees). All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, whose determination shall be final and binding on all parties. Any
Private Notes so withdrawn will be deemed not to have been validly tendered
for purposes of the Exchange Offer and no Exchange Notes will be issued with
respect thereto unless the Private Notes so withdrawn are validly retendered.
Properly withdrawn Private Notes may be retendered by following one of the
procedures described above under "The Exchange Offer--Procedures for
Tendering" at any time prior to the Expiration Date.
 
CONDITIONS
 
  Notwithstanding any other term of the Exchange Offer, the Company shall not
be required to accept for exchange, or exchange the Exchange Notes for, any
Private Notes, and may terminate the Exchange Offer as provided herein before
the acceptance of such Private Notes, if the Exchange Offer violates
applicable law, rules or regulations or an applicable interpretation of the
staff of the Commission.
 
  If the Company reasonably determines that such condition (that the Exchange
Offer not violate applicable law, rules, regulations or interpretation of the
Staff) is not satisfied, the Company may (i) refuse to accept any Private
Notes and return all tendered Private Notes to the tendering holders,
(ii) extend the Exchange Offer and retain all Private Notes tendered prior to
the expiration of the Exchange Offer, subject, however, to the rights of
holders to withdraw such Private Notes (see "--Withdrawal of Tenders") or
(iii) waive such unsatisfied conditions with respect to the Exchange Offer and
accept all properly tendered Private Notes that have not been withdrawn. If
such waiver constitutes a material change to the Exchange Offer, the Company
will promptly disclose such waiver by means of a prospectus supplement that
will be distributed to the registered holders of the Private Notes, and the
Company will extend the Exchange Offer for a period of five to ten business
days, depending upon the significance of the waiver and the manner of
disclosure to the registered holders, if the Exchange Offer would otherwise
expire during such five to ten business day period.
 
LIQUIDATED DAMAGES
 
  If (a) the Company fails to file the Registration Statement or a shelf
registration statement covering resale of the Private Notes (a "Shelf
Registration Statement") on or before the date specified for such filing, (b)
neither of such registration statements is declared effective by the
Commission on or prior to the date specified for such effectiveness (the
"Effectiveness Target Date"), (c) the Registration Statement becomes
effective, and the Company fails to consummate the Exchange Offer within 45
days of the earlier of the effectiveness of the Registration Statement or the
Effectiveness Target Date, or (d) the Shelf Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Private Notes during the period specified in the Registration
Rights Agreement (each such event referred to in clauses (a) through (d)
above, a "Registration Default"), the Company is required to pay as liquidated
damages ("Liquidated Damages"), to each holder of Private Notes, with respect
to the first 90-day period immediately following the occurrence of such
Registration Default in an amount equal to $.05 per week per $1,000 principal
amount of Private Notes held by such holder. Upon a Registration Default,
Liquidated Damages will accrue at the rate specified above until such
Registration Default is cured, and the amount of the Liquidated Damages will
increase by an additional $.05 per week per $1,000 principal amount of Private
Notes for each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of Liquidated Damages of $.25 per week per
$1,000 principal amount of Private Notes. All accrued Liquidated Damages will
be paid by the Company on June 1 and December 1 of each year and on each other
payment date provided in the Indenture including, without limitation, whether
upon redemption, maturity (by acceleration or otherwise), purchase upon
 
                                      26

 
a change of control or purchase upon a sale of assets to the holders of
Private Notes by wire transfer of immediately available funds or by mailing
checks to their registered addresses if no such accounts have been specified.
Following the cure of all Registration Defaults, the payment of Liquidated
Damages will cease. The filing and effectiveness of the Registration Statement
of which this Prospectus is a part and the consummation of the Exchange Offer
within the time periods specified above will eliminate all rights of the
holders of Private Notes eligible to participate in the Exchange Offer to
receive the Liquidated Damages described in this section. Based on the total
principal amount of Private Notes currently outstanding, the amount of
Liquidated Damages that would be payable during the first 90-day period
following a Registration Default would be $19,388.83.
 
TERMINATION OF CERTAIN RIGHTS
 
  All rights under the Registration Rights Agreement (including registration
rights) of holders of the Private Notes eligible to participate in the
Exchange Offer will terminate upon consummation of the Exchange Offer except
with respect to the Company's continuing obligations (i) to indemnify such
holders (including any broker-dealers) and certain parties related to such
holders against certain liabilities (including liabilities under the
Securities Act), (ii) to provide, upon the request of any holder of a
transfer-restricted Private Note, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Private Notes
pursuant to Rule 144A and (iii) to provide copies of the latest version of the
Prospectus to broker-dealers upon their request for a period of up to 180 days
after the Expiration Date.
 
EXCHANGE AGENT
 
  Norwest Bank Minnesota, National Association has been appointed as Exchange
Agent of the Exchange Offer. Questions and requests for assistance, requests
for additional copies of this Prospectus or of the Letter of Transmittal and
requests for Notice of Guaranteed Delivery should be directed to the Exchange
Agent addressed as follows:
 
                                            
      By Registered or Certified Mail:                           In Person:
           Norwest Bank Minnesota,                          Northstar East Bldg.
            National Association                               608 2nd Ave S.
         Corporate Trust Operations                              12th Floor
                P.O. Box 1517                               Corporate Trust Ser.
         Minneapolis, MN 55480-1517                           Minneapolis, MN
        By Hand or Overnight Courier:           By Facsimile (for Eligible Institutions only):
           Norwest Bank Minnesota,                             (612) 667-4927
            National Association
         Corporate Trust Operations                     Confirm Receipt of Notice of
               Norwest Center                        Guaranteed Delivery by Telephone:
             Sixth and Marquette
         Minneapolis, MN 55479-0113                            (612) 667-9764


 
  DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
 
FEES AND EXPENSES
 
  The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone or in person by officers and regular
employees of the Company and its affiliates.
 
  The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company,
 
                                      27

 
however, will pay the Exchange Agent reasonable and customary fees for its
services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith.
 
  The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company and are estimated in the aggregate to be approximately
$100,000. Such expenses include registration fees, fees and expenses of the
Exchange Agent and the Trustee, accounting and legal fees and printing costs,
among others.
 
  The Company will pay all transfer taxes, if any, applicable to the exchange
of Private Notes pursuant to the Exchange Offer. If, however, a transfer tax
is imposed for any reason other than the exchange of the Private Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with the Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
holder.
 
CONSEQUENCE OF FAILURES TO EXCHANGE
 
  Participation in the Exchange Offer is voluntary. Holders of the Private
Notes are urged to consult their financial and tax advisors in making their
own decisions on what action to take.
 
  The Private Notes that are not exchanged for the Exchange Notes pursuant to
the Exchange Offer will remain restricted securities. Accordingly, such
Private Notes may be resold only (i) to a person whom the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii)
in a transaction meeting the requirements of Rule 144 under the Securities
Act, (iii) outside the United States to a foreign person in a transaction
meeting the requirements of Rule 904 under the Securities Act, (iv) in
accordance with another exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel if the Company so
requests), (v) to the Company or (vi) pursuant to an effective registration
statement and, in each case, in accordance with any applicable securities laws
of any state of the United States or any other applicable jurisdiction.
 
ACCOUNTING TREATMENT
 
  For accounting purposes, the Company will recognize no gain or loss as a
result of the Exchange Offer. The expenses of the Exchange Offer will be
amortized over the term of the Exchange Notes.
 
                                      28

 
                                 THE OFFERINGS
 
  On the Closing Date, the Company consummated the offering (the "Senior Note
Offering") of $70,000,000 aggregate principal amount of the Private Notes. The
Senior Note Offering was conducted concurrently with, and was conditioned
upon, the offering by Holdings (the "Unit Offering," and together with the
Senior Note Offering, the "Offerings") of 86,000 units, each consisting of
$1,000 principal amount at maturity of its 13 1/2% Series A Senior Zero-Coupon
Notes due 2004 (the "Zero-Coupon Notes") and one share (collectively, the
"Shares") of common stock, par value $.01 per share, of Holdings ("Holdings
Common Stock").
 
                             THE RECAPITALIZATION
 
  In connection with the closing of the Unit Offering, Holdings issued
additional shares of its capital stock to its existing shareholders, pro rata,
pursuant to a recapitalization to eliminate the necessity of issuing
fractional shares of Holdings Common Stock to purchasers of the Units (the
"Recapitalization").
 
                                USE OF PROCEEDS
 
  The Company will not receive any proceeds from the Exchange Offer. In
consideration for issuing the Exchange Notes as contemplated in this
Prospectus, the Company will receive in exchange Private Notes in like
principal amount, the terms of which are identical to the Exchange Notes
except that (i) the exchange will have been registered under the Securities
Act, and, therefore, the Exchange Notes will not bear legends restricting the
transfer thereof and (ii) holders of the Exchange Notes will not be entitled
to certain rights of holders of the Private Notes under the Registration
Rights Agreement, which rights will terminate upon the consummation of the
Exchange Offer. The Private Notes surrendered in exchange for Exchange Notes
will be retained by the Company and the Exchange Offer will not result in any
increase in the indebtedness of the Company.
 
                                      29

 
                          CONSOLIDATED CAPITALIZATION
 
  The following table sets forth, as of June 30, 1996, the unaudited
consolidated capitalization of the Company. This table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical financial statements of the
Company and the related notes thereto included elsewhere in this Prospectus.
See "The Offerings," "The Recapitalization" and "Selected Consolidated
Financial Information."
 


                                                           AS OF JUNE 30, 1996
                                                          ----------------------
                                                          (DOLLARS IN THOUSANDS)
                                                       
Cash and cash equivalents................................        $  1,841
                                                                 ========
Long-term debt:
  New Credit Facility(1).................................             --
  11 1/2% Series A Senior Notes due 2003.................        $ 70,000
  Capital lease obligations..............................           1,267
  Other indebtedness (2).................................           6,269
                                                                 --------
    Total long-term debt.................................          77,536
Stockholder's equity:
  Parent's equity........................................               6
  Additional paid-in capital.............................          75,064 (3)
  Accumulated deficit....................................          (9,147)
                                                                 --------
    Total stockholder's equity...........................          65,923
                                                                 --------
      Total capitalization...............................        $143,459
                                                                 ========

- ---------------------
(1) Concurrently with the closing of the Offerings, the Company entered into
    the New Credit Facility under which the Company has the ability to borrow
    up to $50 million aggregate principal amount, consisting of $45 million
    under a reducing revolving credit facility and up to $5 million under a
    revolving working capital facility. No borrowings were outstanding under
    the New Credit Facility as of June 30, 1996. See "Description of New
    Credit Facility."
(2) Excludes the deferred purchase price on golf courses acquired of $1.2
    million. The amounts are payable upon the achievement of operating
    milestones at the acquired courses.
(3) Reflects Holdings' contribution to the Company of the net proceeds from
    the Unit Offering.
 
                                      30

 
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                            (DOLLARS IN THOUSANDS)
 
  The consolidated financial data set forth below with respect to the
Company's statements of operations for each of the years in the three-year
period ended September 30, 1995 and with respect to the balance sheets at
September 30, 1994 and 1995, are derived from the consolidated financial
statements that have been audited by Ernst & Young LLP, independent auditors,
which are included elsewhere in this Prospectus. The balance sheet data at
September 30, 1993 are derived from audited financial statements not included
in this Prospectus. The statement of operations data for the nine months ended
June 30, 1995 and 1996 and the balance sheet data at June 30, 1996 are derived
from unaudited financial statements which contain all adjustments, consisting
only of normal recurring adjustments, which the Company considers necessary
for a fair presentation of the financial position and results of operations
for such periods. Operating results for the nine months ended June 30, 1996
are not necessarily indicative of the results that are expected for the entire
year ended September 30, 1996. The selected financial data set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's financial
statements and the notes thereto included herein. Separate financial
statements for the Guarantors are not included in this Prospectus because the
Company has determined that such financial statements would not be material to
investors.
 


                                      YEAR ENDED               NINE MONTHS
                                    SEPTEMBER 30,            ENDED JUNE 30,
                              ----------------------------  ------------------
                                1993      1994      1995      1995      1996
                              --------  --------  --------  --------  --------
                                                       
STATEMENT OF OPERATIONS
 DATA(1):
Operating revenues..........  $  6,507  $ 24,893  $ 49,863  $ 32,946  $ 43,716
Course-level operating
 expenses(2)................     4,184    16,818    34,427    22,924    30,451
General and administrative
 expenses...................     1,620     1,997     2,517     1,808     2,596
Depreciation and
 amortization expense.......       825     3,469     6,145     4,207     5,353
                              --------  --------  --------  --------  --------
Income (loss) from
 operations ................      (122)    2,609     6,774     4,007     5,316
Interest expense, net.......      (530)   (3,515)   (8,019)   (5,541)   (7,840)
Gain on insurance
 settlement.................       --        --        747       --        --
Minority interest...........      (195)      --        --        --        --
                              --------  --------  --------  --------  --------
Loss before income taxes and
 extraordinary item.........      (847)     (906)     (498)   (1,534)   (2,524)
Provision for income taxes..         6        72       208        33       137
                              --------  --------  --------  --------  --------
Loss before extraordinary
 item.......................      (853)     (978)     (706)   (1,567)   (2,661)
Extraordinary item..........       --       (428)      --        --     (3,521)
                              --------  --------  --------  --------  --------
Net loss....................  $   (853) $ (1,406) $   (706)   (1,567)   (6,182)
                              ========  ========  ========  ========  ========
OTHER OPERATING DATA:
EBITDA(3)...................  $    703  $  6,078  $ 12,919  $  8,214  $ 10,669
Net cash provided by (used
 in) operating activities...       154     1,883     2,294     2,437      (187)
Net cash used in investing
 activities.................   (25,454)  (32,970)  (57,020)  (53,599)  (12,931)
Net cash provided by
 financing activities.......    26,659    31,027    54,247    50,624    14,139
Golf facility
 investments(4).............    41,212    34,623    55,643    51,017    11,480
Cumulative golf facility
 investments(5).............    41,212    75,835   131,478   126,852   142,958
Number of golf
 properties(6)..............         7        12        19        19        21
Ratio of earnings to fixed
 charges(7).................       --        --        --        --        --

 


                                                  AT SEPTEMBER 30,        AT
                                              ------------------------ JUNE 30,
                                               1993    1994     1995     1996
                                              ------- ------- -------- --------
                                                           
BALANCE SHEET DATA:
Cash......................................... $ 1,359 $ 1,299 $    821 $  1,841
Total assets.................................  46,258  86,097  146,990  158,030
Total long-term debt and capital leases......  14,412  45,301   86,918   77,536
Total liabilities............................  19,885  54,635  103,620   92,107
Total stockholder's equity...................  26,373  31,462   43,370   65,923

 
(Footnotes appear on the following page)
 
                                      31

 
- ---------------------
 (1) The Company acquired or leased seven courses in fiscal 1993, an
     additional five in fiscal 1994, an additional seven in fiscal 1995 and an
     additional one in the nine months ended June 30, 1996 (fiscal 1996). The
     Company also entered into a management contract to operate one course in
     the nine months ended June 30, 1996. The Company's results of operations
     include the results of acquired courses from their dates of acquisition
     and not for any periods prior to acquisition. As a result, the Company's
     historical results of operations for any particular period do not
     generally represent the full revenue and cash flow generating capability
     of its golf course portfolio as of the end of such period. The Company's
     results of operations for the year ended September 30, 1995 include the
     results of three courses for six months, one course for seven months,
     three courses for ten months and 12 courses for the full year.
 (2) Course-level operating expenses include cost of golf course operations
     (e.g., salaries, taxes, utilities), cost of food and beverages and cost
     of pro shop sales.
 (3) EBITDA represents net income before interest expense, income taxes,
     extraordinary item, gain on insurance settlement, minority interest and
     non-cash charges of depreciation and amortization. EBITDA is presented
     because it is a widely accepted financial indicator of a company's
     ability to service and/or incur indebtedness. However, EBITDA should not
     be considered as an alternative to net income as a measure of the
     Company's operating results or to operating cash flow as a measure of
     liquidity. See "Management's Discussion and Analysis of Financial
     Condition and Results of Operations--Private Membership Clubs; Accounting
     Treatment of Initiation Fees."
 (4) Golf facility investments consist of the aggregate purchase price
     (including cash and principal amount of promissory notes) paid by the
     Company to acquire its golf course portfolio, including non-recurring
     upgrade capital expenditures.
 (5) Cumulative since the Company's formation in October 1992.
 (6) Of such 21 properties at June 30, 1996, 16 courses were owned by the
     Company, three courses were operated under long-term leases, one driving
     range/pro shop facility was leased and one course was managed by the
     Company pursuant to a management contract. In addition, the Company
     entered into a long term lease with respect to a course subsequent to
     June 30, 1996. See "Business--Recently Completed Acquisitions."
 (7) In calculating the ratio of earnings to fixed charges, earnings consist
     of loss before income taxes and extraordinary item plus fixed charges.
     Fixed charges consist of interest expense and amortization of debt
     issuance costs. The ratio of earnings to fixed charges was less than 1.0
     to 1.0 for each of the Company's last three fiscal years and for the nine
     months ended June 30, 1995 and June 30, 1996. Earnings available for
     fixed charges were thus inadequate to cover fixed charges. The amount of
     the coverage deficiencies for the years ended September 30, 1993,
     September 30, 1994 and September 30, 1995, were $846,102, $906,461 and
     $497,812, respectively. The amount of the coverage deficiencies for the
     nine months ended June 30, 1995 and June 30, 1996 were $1,534,186 and
     $2,524,518, respectively. On a pro forma basis, the amount of coverage
     deficiencies for the year ended September 30, 1995 was $1,321,223 and for
     the nine-months ended June 30, 1996 was $449,229.
 
                                      32

 
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
  The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Information" as well as the consolidated
financial statements of the Company and notes thereto contained elsewhere in
this Prospectus.
 
INTRODUCTION
 
  The Company owns and operates 16 courses, leases four courses, leases one
driving range and pro shop facility and manages one additional course. Since
its inception in October 1992, the Company has acquired or leased seven
courses in fiscal 1993, five in fiscal 1994, seven in fiscal 1995 and one in
the nine months ended June 30, 1996. The Company also entered into a
management agreement to operate one course in the nine months ended June 30,
1996. In addition, the Company entered into a long term lease with respect to
a course subsequent to June 30, 1996. See "Business--Recently Completed
Acquisitions." The Company's audited financials include the results of
acquired courses from their dates of acquisition but not any period prior to
such acquisition. As a result, the Company's historical financials for any
particular period do not generally represent the full revenue and cash flow
generating capability of its golf course portfolio as of the end of such
period. At June 30, 1996, 19 of the Company's facilities had been owned or
leased by the Company for the prior twelve months.
 
  The Company's portfolio includes nine private country clubs, eight public
facilities and five semi-private facilities. The Company seeks to achieve
continued growth in revenue and operating cash flow by continuing to improve
the financial performance of its existing courses and acquiring courses
located in attractive markets which management believes will benefit from the
Company's golf course management expertise. The Company's business consists
primarily of operating golf courses and related facilities, with revenues
generated from several golf and non-golf related activities. "Golf revenues"
primarily include initiation fees and membership dues at private country clubs
and semi-private courses, greens fees, golf cart rentals and driving range
fees. "Non-golf revenues" primarily include food and beverage concessions,
retail merchandise sales and lodging fees. Golf revenues tend to produce
higher operating income margins than non-golf revenues.
 
SEASONALITY
 
  Seasonal weather conditions reduce the playing season at certain of the
Company's golf courses. As a result the second half of the Company's fiscal
year tends to account for a greater portion of the Company's operating revenue
and EBITDA than does the first half. This seasonal pattern, as well as the
timing of new course purchases or leases, may cause the Company's results of
operations to vary significantly from quarter to quarter.
 
CAPITAL INVESTMENT PROGRAMS
 
  The Company frequently implements capital investment programs at its courses
in order to upgrade the facilities and complement its marketing strategy.
These programs generally consist of improvements to the golf course (e.g.
replacement of greens, remodeling, addition of nine holes) and related
facilities. These programs require up-front capital expenditures intended to
generate additional revenue and cash flow once the programs are complete.
During the last 21 months, the Company has invested approximately $21.2
million to upgrade its facilities. For example, at Morgan Run Resort and Club
(located in Rancho Santa Fe, CA), the Company has invested approximately $9.4
million to remodel the clubhouse, the lodge and eighteen of the twenty-seven
holes at the facility. As a result, portions of this facility were closed from
December 1994 until April 1996. The Company completed this capital project in
April 1996, and as a result, expects to generate incremental revenues and cash
flows from this facility in the future.
 
PRIVATE MEMBERSHIP CLUBS; ACCOUNTING TREATMENT OF INITIATION FEES
 
  The Company's private clubs generate revenues from initiation fees, monthly
membership dues and ancillary services such as golf carts, driving range, food
and beverage and lessons. As a club increases its membership base, the monthly
membership dues stream represents a significant percentage of its revenues and
profitability as there are no fixed cost increases and limited variable costs
associated with these incremental membership dues. During periods in which a
club is substantially increasing its members, initiation fees will represent a
greater percentage of revenues.
 
                                      33

 
  The Company has designed its membership programs to maximize the long-term
profitability of its clubs. A key component of this strategy is structuring
the initiation fee to have a club's members make a meaningful investment in
the club. As a result, at five of the Company's private clubs, the Company has
designed a program under which a new member will make an initial minimum
deposit of at least 25% of the initiation fee upon joining a club, with the
remaining balance to be paid in equal monthly installments over a five-year
period pursuant to a note secured by the membership. The Company has full
recourse against the member under the note.
 
  The Company recognizes as revenue the amount of the deposit plus the amount
of the note, less a provision for doubtful accounts at the time the membership
is sold. These promissory notes generally do not bear market interest rates
and are recorded at net present value using the effective interest method. The
Company periodically reviews the collectibility of these receivables and
provides an appropriate allowance for credit losses. As a result, as of June
30, 1996, the Company has estimated a reserve of $1.6 million for possible
future bad debts. For fiscal 1995 and the nine months ended June 30, 1996,
non-cash initiation fees constituted approximately 8.4% and 2.7%,
respectively, of revenues. See "--Sources of Revenue--Golf Related Revenue--
Initiation Fees."
 
SOURCES OF REVENUE
 
  The following summarizes the primary components of the Company's revenue:
 
 GOLF RELATED REVENUE
 
  Membership Dues. The Company's private country clubs generate a significant
percentage of their revenue from the collection of monthly membership dues
from the members. These monthly membership dues (which vary by facility)
generally represent a stable and predictable source of income because they are
independent of golf course (or other facilities) utilization, do not vary
seasonally and are derived from a loyal customer base. The Company typically
offers several different memberships, including golf and non-golf programs.
For fiscal 1995, the Company had $13.5 million in revenue from membership
dues, representing approximately 27% of total fiscal 1995 revenue.
 
  Initiation Fees. The Company also generates a significant percentage of its
revenue from initiation fees received from new members. For fiscal 1995, the
Company had $9.6 million in revenue from initiation fees, representing
approximately 19% of total fiscal 1995 revenue. See "--Private Membership
Clubs; Accounting Treatment of Initiation Fees."
 
  Daily Greens Fees. The Company derives revenue at public courses, semi-
private and private clubs (guest greens fees) from the payment of daily greens
fees. At public courses, these fees range from $11 to $100. At those private
courses where a daily fee is required, the fee ranges from $30 to $75. For
fiscal 1995, the Company had $9.2 million in revenue from greens fees,
representing approximately 18% of total fiscal 1995 revenue.
 
  Golf Cart Rentals. At all of the Company's golf courses, golf carts are
available for rent for fees ranging from $9 to $12. For fiscal 1995, the
Company had $5.6 million in revenue from golf cart rentals, representing
approximately 11% of total fiscal 1995 revenue.
 
  Driving Range Fees. The Company operates a driving range at 17 of its golf
facilities. For fiscal 1995, the Company had $1.0 million in revenue from
driving range fees, representing approximately 2% of total fiscal 1995
revenue.
 
 NON-GOLF RELATED REVENUES
 
  Food and Beverage Sales. The Company's golf facilities offer food and
beverage concessions (ranging from snack bars to dining rooms, catering and
meeting and banquet facilities). For fiscal 1995, the Company had $7.0 million
in revenue from food and beverage sales, representing approximately 14% of
total fiscal 1995 revenue. Gross operating margin from food and beverage sales
was 63% for fiscal 1995. The Company has no plans to make significant changes
to its food and beverage operations.
 
                                      34

 
  Pro Shop Sales. At each of the Company's golf courses, the Company operates
a retail pro shop. For fiscal 1995, the Company had $3.3 million in revenue
from pro shop sales, representing approximately 7% of total fiscal 1995
revenue. Gross operating margin from pro shop sales was 33% for fiscal 1995.
The Company has no plans to make significant changes to its pro shop
operations.
 
  Lodging Fees. The Company operates an 89-room lodge at Morgan Run Resort and
Club and a four-room lodge at Stonebridge Country Club (located in McKinney,
TX). For fiscal 1995, the Company had $0.7 million in revenue from lodging
fees, representing approximately 1% of total fiscal 1995 revenue. Gross
operating margin from lodging fees was 61% for fiscal 1995. The Company does
not intend to pursue additional lodging facility acquisitions unless they are
in conjunction with golf course facility acquisitions.
 
RESULTS OF OPERATIONS
 
 NINE MONTHS ENDED JUNE 30, 1996 COMPARED TO NINE MONTHS ENDED JUNE 30, 1995
 
  Operating Revenue. Operating revenue increased to $43.7 million for the nine
months ended June 30, 1996 from $32.9 million for the comparable period, an
increase of $10.8 million or 33%. Of this increase, $5.9 million is
attributable to the effect of a full nine months of operations of the seven
courses acquired in the nine months ended June 30, 1995 and approximately $1.6
million is associated with the operation of Morgan Run Resort & Club which had
been closed for a significant portion of the comparable period. The addition
of nine holes at The Trophy Club (located in Trophy Club, TX) and a new
clubhouse at Pecan Grove Plantation Country Club (located in Richmond, TX)
during 1996 contributed $0.7 million of additional operating revenue at each
of the two clubs. The remaining $2.6 million is attributable to increased
revenue from the Company's other facilities.
 
  Course-level Operating Expenses. Course-level operating expenses, which
include costs of golf course operations (e.g., salaries, taxes and utilities),
costs of food and beverage and costs of pro shop sales increased to $30.5
million for the nine months ended June 30, 1996 from $22.9 million for the
comparable period, an increase of $7.5 million or 33%. Course-level operating
expenses attributable to courses acquired in the nine months ended June 30,
1995 but owned for all of the nine month period ended June 30, 1996 accounted
for $4.3 million of this increase. Of the remaining $3.2 million,
approximately $0.9 million is attributable to costs associated with the
operation of Morgan Run Resort and Club (located in Rancho Santa Fe, CA), a
significant portion of which had been closed for most of the nine months ended
June 30, 1995, and approximately $0.4 million is attributable to increased
operating lease expense from the sale/leaseback of Carmel Mountain Ranch
Country Club (located in San Diego, CA) during the nine months ended June 30,
1996. In addition, operating the new nine holes at The Trophy Club and the new
clubhouse at Pecan Grove Plantation Country Club contributed $0.3 million and
$0.7 million, respectively, to course-level operating expenses. The remaining
$0.9 million is attributable to increased operating expenses at the Company's
other facilities.
 
  General and Administrative Expenses. General and administrative expenses
primarily consist of corporate salaries and related expenses and legal and
accounting fees. General and administrative expenses increased to $2.6 million
for the nine months ended June 30, 1996 from $1.8 million for the comparable
period, an increase of $0.8 million or 44%. The increase in expense was
related to additional overhead to support the Company's expanded operations.
General and administrative expenses as a percentage of operating revenue was
6% for the nine months ended June 30, 1996 and 1995.
 
  Depreciation and Amortization Expense. Depreciation and amortization expense
increased to $5.4 million for the nine months ended June 30, 1996 from $4.2
million in the comparable period, an increase of $1.1 million or 27%. Of this
increase, approximately $0.9 million is attributable to the effect of a full
nine months of operations of the seven courses acquired in the nine months
ended June 30, 1995.
 
  Income from Operations. Income from operations increased to $5.3 million in
the nine months ended June 30, 1996 from $4.0 million in the comparable
period, due primarily to the factors described above. Income from operations
as a percentage of operating revenue was 12% in the nine months ended June 30,
1996 and 1995.
 
  Interest Expense, Net. Interest expense, net, increased to $7.8 million for
the nine months ended June 30, 1996 from $5.5 million for the comparable
period, an increase of $2.3 million due to the increase in the level of
 
                                      35

 
outstanding bank debt resulting from a full nine months of interest charges on
debt incurred to finance acquisitions during the nine months ended June 30,
1995.
 
  Provision for Income Taxes. The Company recorded a $0.1 million provision
for income taxes, which reflects the fact that certain subsidiaries generate
taxable income in individual states and localities notwithstanding the
Company's consolidated loss for financial reporting purposes.
 
  Net Loss. Net loss increased to $6.2 million for the nine months ended June
30, 1996 from $1.6 million for the nine months ended June 30, 1995 primarily
due to an extraordinary loss related to the write-off of previously deferred
issuance costs related to the debt that was paid off in June of 1996.
 
 FISCAL YEAR ENDED SEPTEMBER 30, 1995 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 1994
 
  Operating Revenues. Operating revenues increased to $49.9 million in fiscal
1995 from $24.9 million in fiscal 1994, an increase of $25.0 million or
100.3%. Of this increase, $18.2 million is attributable to the addition of
seven courses during fiscal 1995. The remaining $6.8 million increase is
attributable to the effect of a full year of operation of the five courses
acquired in fiscal 1994 and increased revenues from the Company's other
courses.
 
  Course-level Operating Expenses. Course-level operating expenses increased
to $34.4 million in fiscal 1995 from $16.8 million in fiscal 1994, an increase
of $17.6 million or 104.7%. Of this increase, $11.9 million is attributable to
course-level operating expenses for the seven courses acquired by the Company
in fiscal 1995. Course-level operating expenses attributable to courses
acquired in fiscal 1994 but owned for all of fiscal 1995 accounted for $3.9
million of this increase. Of the remaining $1.8 million increase,
approximately $0.4 million is attributable to increased operating lease
expense from the sale/leaseback of Carmel Mountain Ranch Country Club (located
in San Diego, CA) during 1995 and approximately $0.8 million is attributable
to costs associated with the operation of Morgan Run Resort and Club (located
in Rancho Santa Fe, CA), portions of which had been closed for most of fiscal
1994.
 
  General and Administrative Expenses. General and administrative expenses
increased to $2.5 million in fiscal 1995 from $2.0 million in fiscal 1994, an
increase of $0.5 million or 26.1%. This increase is primarily attributable to
added personnel costs and other costs associated with the acquisition of seven
courses during fiscal 1995. General and administrative expenses as a
percentage of operating revenues were 5.0% in fiscal 1995, a decrease from
8.0% in fiscal 1994.
 
  Depreciation and Amortization Expenses. Depreciation and amortization
expenses increased to $6.1 million in fiscal 1995 from $3.5 million in fiscal
1994, an increase of $2.7 million or 77.2%. Of this increase, $1.4 million is
attributable to the addition of seven courses during fiscal 1995 and $0.6
million is attributable to the inclusion of the five courses acquired during
fiscal 1994 for a full fiscal year.
 
  Income from Operations. Income from operations increased to $6.8 million in
fiscal 1995 from $2.6 million in fiscal 1994, primarily due to the factors
described above. Income from operations as a percentage of operating revenues
was 13.6% in fiscal 1995, an increase from 10.5% in fiscal 1994.
 
  Interest Expense, Net. Interest expense, net, increased to $8.0 million in
fiscal 1995 from $3.5 million in fiscal 1994, an increase of $4.5 million or
128.1%, due to the increase in the level of outstanding bank debt related to
expansion through the addition of seven new courses during fiscal 1995.
 
  Provision for Income Taxes. The Company recorded a $0.2 million provision
for income taxes, which reflects the fact that certain subsidiaries generate
taxable income in individual states and localities notwithstanding the
Company's consolidated loss for financial reporting purposes.
 
  Net loss. Net loss decreased to $0.7 million in fiscal 1995 from $1.4
million in fiscal 1994, primarily due to the factors described above and a
$0.7 million gain on insurance settlement, representing recoveries associated
with a fire at Pecan Grove Plantation C.C. in fiscal 1995.
 
 FISCAL YEAR ENDED SEPTEMBER 30, 1994 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 1993
 
  Operating Revenues. Operating revenues increased to $24.9 million in fiscal
1994 from $6.5 million in fiscal 1993, an increase of $18.4 million or 282.5%.
Of this increase, $8.7 million is attributable to the addition
 
                                      36

 
of five courses during fiscal 1994. The remaining $9.7 million increase is
attributable to the effect of a full year of operation of the seven courses
acquired in fiscal 1993.
 
  Course-level Operating Expenses. Course-level operating expenses increased
to $16.8 million in fiscal 1994 from $4.2 million in fiscal 1993, an increase
of $12.6 million or 302.0%. Of this increase, $5.6 million is attributable to
course-level operating expenses for the five courses acquired by the Company
in fiscal 1994. Course-level operating expenses attributable to courses
acquired in 1993 but owned for all of fiscal 1994 accounted for $7.0 million
of this increase.
 
  General and Administrative Expenses. General and administrative expenses
increased to $2.0 million in fiscal 1994 from $1.6 million in fiscal 1993, an
increase of $0.4 million or 23.3%. This increase is primarily attributable to
added personnel costs and other costs associated with the acquisition of five
courses during fiscal 1994. General and administrative expenses as a
percentage of operating revenues was 8.0% in fiscal 1994, a decrease from
24.9% in fiscal 1993.
 
  Depreciation and Amortization Expenses. Depreciation and amortization
expenses increased to $3.5 million in fiscal 1994 from $0.8 million in fiscal
1993, an increase of $2.6 million or 320.3%. Of this increase, $1.1 million is
attributable to the addition of five courses during fiscal 1994 and $1.2
million is attributable to the inclusion of the seven courses acquired during
fiscal 1993 for a full fiscal year.
 
  Income from Operations. Income from operations increased to $2.6 million in
fiscal 1994 from a loss of $0.1 million in fiscal 1993, primarily due to the
factors described above. Income from operations as a percentage of operating
revenues was 10.5% in fiscal 1994.
 
  Interest Expense, Net. Interest expense, net, increased to $3.5 million in
fiscal 1994 from $0.5 million in fiscal 1993, an increase of $3.0 million or
563.7%, due to the increase in the level of outstanding bank debt related to
expansion through the addition of five new courses during fiscal 1994.
 
  Provision for Income Taxes.  The Company recorded a $71,931 provision for
income taxes, which reflects the fact that certain subsidiaries generate
taxable income in individual states and localities notwithstanding the
Company's consolidated loss for financial reporting purposes.
 
  Net loss. Net loss increased to $1.4 million in fiscal 1994 from $0.9
million in fiscal 1993, primarily due to the factors described above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  The Company's primary uses of cash are to fund debt service and maintenance
capital expenditures at its existing facilities (such as landscaping and
purchasing golf cart fleets). The Company also implements one-time upgrade and
renovation capital expenditures at its existing facilities in order to enhance
its appeal to customers and members and to generate additional revenues and
cash flow. Examples of these expenditures are the addition of courses
(including nine hole additions) to existing facilities to increase capacity
and major clubhouse renovations to support increased dues and fees. These
expenditures are generally of a non-recurring nature. In addition, the Company
implements strategic capital expenditure programs which enable it to reduce
course level operating costs and improve the efficiency of operations, such as
improving the irrigation system, acquiring more efficient maintenance
equipment and other programs which enhance the marketability and/or reduce the
operating expenses of existing facilities. As part of its business strategy,
the Company will require cash to continue to acquire, lease or manage
additional golf courses and the related facilities and to complete any
targeted renovations. The Company expended $12.9 million on acquisitions and
capital improvements during the nine months ended June 30, 1996. As of June
30, 1996, the Company had approximately $3.0 million of long-term commitments
for one-time capital expenditures with respect to one recently acquired golf
course. The Company's capital expenditures budget for fiscal 1996 is $8.0
million, excluding acquisitions and related capital expenditures.
 
  Based upon the current level of operations and anticipated growth, the
Company believes that cash flow from operations, together with available
borrowings under the New Credit Facility and other sources of liquidity, will
be adequate to meet the Company's anticipated future requirements for working
capital, capital expenditures and scheduled payments of principal and interest
on its indebtedness, including the Notes. There can be no assurance, however,
that the Company's business will generate sufficient cash flow from operations
or that future
 
                                      37

 
working capital borrowings will be available in an amount sufficient to enable
the Company to service its indebtedness, including the Notes, or make
necessary capital expenditures.
 
  The Company intends to fund these expenditures primarily with operating cash
flow and borrowings under the New Credit Facility. The New Credit Facility
provides for borrowings of up to $50.0 million, of which $45.0 million is
available to fund future acquisitions of golf courses and capital expenditures
at such courses and certain capital improvements at existing courses, and
$5.0 million of which is available for general working capital purposes. The
total borrowing availability under the $45.0 million portion of the New Credit
Facility will decrease over the term of the facility beginning September 30,
1998. The New Credit Facility provides that the Company may not make any
acquisitions or upgrade capital expenditures when Funded Debt plus certain
projected upgrade capital expenditures is greater than 6.5x of Adjusted EBITDA
(each as defined in the New Credit Facility), with certain adjustments for
notes receivable, reducing over time. This 6.5x Funded Debt to Adjusted EBITDA
test is reduced in subsequent years. The New Credit Facility also imposes
other limitations on the ability of the Company with respect to borrowings. In
addition, as of June 30, 1996, the Company had $1.8 million of cash on hand to
meet its working capital and other needs. See "Description of New Credit
Facility" and "Consolidated Capitalization."
 
  Historically, the Company has financed its operations through borrowings
under the Old Credit Facility and equity contributions by its stockholders. As
of June 30, 1996, the Partnership and Holdings' other stockholders have
invested a total of $46.3 million of equity to fund the expansion of the
Company and its golf course portfolio. In addition, proceeds of the Unit
Offering were contributed by Holdings to the Company as equity, increasing the
total equity raised by the Company and Holdings since inception to
approximately $75.1 million.
 
  For the nine month period ended June 30, 1996, net cash used by operating
activities was $0.2 million versus $2.4 million provided from operations in
the prior comparable period. The primary component of this change is the
payment of accrued property taxes, income taxes and other accounts payable.
The Company generated $2.3 million, $1.9 million and $0.2 million of cash from
operations in fiscal 1995, 1994 and 1993, respectively. During fiscal 1995,
changes in notes receivable and accounts receivable resulted in a $5.2 million
use of funds. Approximately $4.2 million is attributable to increases in notes
receivable, and the remainder is due to increases in accounts receivable. See
"--Private Membership Clubs; Accounting Treatment of Initiation Fees." In
fiscal 1994, the largest non-cash charges were depreciation and amortization
and the loss resulting from the Company's early retirement of debt
obligations. In fiscal 1993, non-cash charges of depreciation and amortization
and increases in accounts payable, accrued liabilities and deferred reserves
contributed to net cash provided by operating activities.
 
  During the nine month period ended June 30, 1996, net cash used in investing
activities was $12.9 million versus $53.6 million in the prior comparable
period. Expenditures for the nine months ended June 30, 1996 consisted of $6.7
million in capital expenditures and $6.2 million in acquisition expenditures
related to the acquisition of Eagle Crest Golf Club (located in Escondido, CA)
which was acquired on June 28, 1996. The acquisition was funded with proceeds
from the Offerings. In the nine months ended June 30, 1995 and fiscal 1995,
the Company expended $41.2 million on the acquisition of a total of seven
facilities. In addition, the Company expended $17.7 million and $7.7 million
in fiscal 1995 and fiscal 1994, respectively, for one-time upgrades at courses
designed to generate increased revenues and cash flows. The Company expended
over $23.9 million in fiscal 1994 on the acquisition of five facilities. In
fiscal 1993, the Company expended $19.7 million to acquire eight facilities
and expended $5.8 million on improvements to those facilities.
 
  During the nine month period ended June 30, 1996, net cash provided by
financing activities was $14.1 million versus $50.6 million in the prior
comparable period. The Company used $92.5 million of the $107.0 million in
proceeds from long term debt and equity investments to pay-off its bank
revolver and pay financing fees associated with the New Credit Facility and
the Offerings. At June 30, 1996, the Company had no borrowings under its $50
million bank facility. The Company relied upon bank borrowings of
$33.6 million, $37.6 million and $46.3 million to finance its expansion in the
nine months ended June 30, 1995, fiscal 1995 and fiscal 1994, respectively.
Holdings contributed to the Company $12.6 million of the proceeds of a private
placement of equity securities in March 1995. The Company also relies upon
capital leases when consistent with its financing objectives. In fiscal 1993,
the Company received $26.7 million in equity financing from the Partnership.
 
                                      38

 
                                   BUSINESS
 
GENERAL
 
  The Company is one of the leading golf course owners and operators in the
United States, with a current portfolio of 22 golf properties including both
private country clubs and public (or daily fee) courses. The Company's courses
are concentrated in clusters near metropolitan areas in the Sunbelt states
(including Arizona, California and Texas) which have large golfing populations
and attractive climates. This clustering strategy enables the Company to
efficiently manage its portfolio of courses and improve the profitability of
its courses by sharing many administrative functions and capitalizing on joint
marketing opportunities and economies of scale.
 
  The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from initiation fees and dues at
private country clubs and semi-private courses, greens fees, food and beverage
concessions, golf cart rentals, retail merchandise sales, driving range fees
and lodging fees. The Company owns and operates 16 courses, leases four
courses (subject to long-term leases in excess of 20 years, including
extension options), leases one driving/range and pro shop facility and manages
one additional course. The Company's portfolio includes nine private country
clubs, eight public facilities and five semi-private facilities.
 
  There are approximately 15,000 golf courses in the United States, which
generate approximately $15 billion in annual revenue. The ownership and
operation of golf courses in the United States is highly fragmented, with less
than 5% of golf courses owned and operated by multi-course management
companies. The Company believes that the majority of golf course operators,
including real estate developers and municipalities, are generally involved in
golf course management because the golf course is an important component of
their development or community, but that such operators do not have
professional golf course management experience. As a result, owners are often
interested in selling the golf facilities to third-party operators such as the
Company. These owners frequently place significant emphasis on experience and
reputation for quality management in selecting an owner/operator, and the
Company believes that its reputation in these areas has provided it with a
steady supply of attractive acquisition opportunities.
 
INDUSTRY OVERVIEW
 
  There are three general types of golf courses: daily fee courses, private
country clubs and resort courses. Approximately two-thirds of the courses in
the United States are public, or daily fee, courses, and approximately one-
third are private country club or resort courses. Public courses derive
revenue primarily from greens fees, golf cart rentals, retail (pro shop) sales
and food and beverage sales. Because the majority of golf course operating
costs are fixed, revenue and operating profit are generally maximized at
public courses by generating the maximum number of golf rounds played. Private
courses derive revenue primarily from initiation fees, monthly membership
dues, guest greens fees and food and beverage sales. Revenue and operating
profit are maximized at private courses by maximizing the number of membership
sales and the associated monthly dues cash flow stream. In addition, certain
semi-private courses offer limited access to the golf facilities to the public
in order to maximize revenue.
 
  The Company believes certain demographic characteristics will increase the
demand for golf in the future, thereby benefitting golf course operators.
Accordingly, the Company believes that total rounds played will increase as
the golfing population ages. The highest golf participation rates are found
among individuals aged 18 to 49, which had average participation rates of
approximately 13.6% in 1995, as compared to 11.6% for the population as a
whole. However, individuals over 50 played a substantially greater number of
rounds of golf per year relative to individuals in other age brackets.
Accordingly, assuming that golf participation rates of 18 to 49 year old
golfers remain at current levels, the Company believes that these 18 to 49
year old golfers will increase
 
                                      39

 
the number of rounds played per year as they age. See "Risk Factors--Factors
Affecting Golf Participation." The following table summarizes the breakdown of
all golfers during 1995 by certain key demographic categories:
 


                                                                       ANNUAL
                            NUMBER OF                     GOLF        AVERAGE
                             GOLFERS     % OF TOTAL PARTICIPATION IN   ROUNDS   % OF TOTAL
      AGE GROUP (YEARS)   (IN THOUSANDS)  GOLFERS       CATEGORY     PER GOLFER   ROUNDS
      -----------------   -------------- ---------- ---------------- ---------- ----------
                                                                 
            12-17             2,001          8.0%          8.6%         13.9        5.7%
            18-29             5,263         21.0          12.1          11.8       12.7
            30-39             6,748         27.0          15.2          13.3       18.3
            40-49             4,762         19.0          13.0          17.1       16.6
            50-59             2,694         10.8          11.1          25.3       13.9
            60-64               933          3.7           9.2          38.4        7.3
            65+               2,621         10.5           7.8          47.8       25.5

 
  According to the NGF, the 25.0 million golfers in the United States played
approximately 490 million rounds of golf during 1995. A substantial majority
of these rounds were played by core golfers (those that play more than eight
rounds per year). Core golfers represented approximately 46% of total golfers
in 1995 but played approximately 87% of the total rounds. The Company targets
these core golfers. The following table summarizes the breakdown of the core
and other golfers during 1995:
 


                                       NUMBER OF
                                        GOLFERS     ROUNDS PLAYED
                                     (IN THOUSANDS)  (IN MILLIONS) ROUNDS/GOLFER
                                    --------------- -------------- -------------
                                                          
      Core Golfers.................     11,581          425.5          36.7
      Other Golfers................     13,431           64.7           4.8

 
  Core golfer participation is also more constant across age categories. The
following table summarizes core golfer participation in 1995 by age category:
 


                                         NUMBER OF
                                        CORE GOLFERS                        PERCENTAGE OF
        AGE GROUP (YEARS)              (IN THOUSANDS)                       CORE GOLFERS
        -----------------              --------------                       -------------
                                                                      
              18-29                        2,126                                18.4%
              30-39                        2,908                                25.1
              40-49                        2,256                                19.5
              50-59                        1,631                                14.1
              60-64                          675                                 5.8
              65+                          1,985                                17.1

 
  The Company believes that, despite recent golf course construction in some
of its markets, golf course construction in its markets generally has been
constrained as a result of several factors, including the lack of capital
available for real estate development, the significant land required to build
a golf course and related facilities (approximately 150 acres) and increasing
environmental regulation, particularly with regard to the availability of
water in Arizona and California, two of the Company's primary markets.
 
BUSINESS STRATEGY
 
  The Company's strategy is to grow its revenue and cash flow by (i) improving
operations and financial performance of its existing portfolio golf courses by
increasing revenue, controlling operating costs and selectively upgrading the
facilities and (ii) identifying and acquiring courses which will benefit from
the Company's management expertise. Key elements of the Company's operating
strategy include:
 
 INCREASE REVENUE
 
  Attracting New Members. The Company aggressively markets its courses within
the local community in order to increase memberships at its private clubs. The
Company positions the golf course and related facilities
 
                                      40

 
as an integral social center of the surrounding community by hosting social,
educational and recreational events, in order to attract non-golfing members.
In order to attract these "social" members, the Company often provides
facilities for community events and charitable organizations, as well as
swimming, tennis and fitness facilities, particularly at those courses that
are part of a real estate development. The Company also tailors the membership
program to the facility, including offering multiple types of memberships
(e.g., senior, junior, weekday golf only, tennis, swimming, social, etc.). For
example, at the Hills of Lakeway, the Company created a new category of
membership called the "Premier Sports Membership," which allows the member to
use the facility for social purposes and limited golf play. This membership
entitles the member to 12 rounds of golf a year at non-prime tee times for a
reduced guest fee. The Premier Sports Membership is designed to appeal to the
occasional golfer who wants to join a private country club without paying the
full initiation fee and membership dues typically associated with such clubs.
 
  Maximizing Tee Time Utilization. The Company seeks to increase revenue by
expanding the capacity of its public facilities. The Company frequently
implements several simple measures, such as opening seven days a week, opening
earlier in the morning or starting golfers on both the first and tenth holes
simultaneously. The Company also attempts to schedule tournament play into
less popular tee times; provide incentives for members of semi-private courses
to play on weekdays, thereby opening up prime weekend time for fully-priced
public play; and charge premium prices for prime tee times while discounting
prices for less utilized times (e.g., twilight play). For example, at Carmel
Mountain Ranch, the tournament salesperson has financial incentives to
schedule tournaments during non-prime tee times (e.g., weekend afternoon),
thereby increasing course utilization while minimizing inconvenience to
regular weekend golfers.
 
  Market Positioning. The Company undertakes a comprehensive review of local
competition, identifying market rates for initiation fees and membership dues,
greens fees, guest and cart fees, private cart policies, and other key revenue
generators. In many cases, the Company is able to increase revenue merely by
raising prices to reflect market conditions and the course improvements
implemented by the Company's management. For example, at Morgan Run, the
Company has raised monthly dues from $195 to $300 over two years, resulting in
an increase in annual membership dues revenue of approximately $400,000.
 
  Appeal to Core Golfing Population. The Company targets core golfers in its
markets (defined by the NGF to be golfers who play more than eight rounds per
year). These golfers represent approximately 46% of the golfers in the United
States but play approximately 87% of the rounds. The Company believes that
core golfers represent a stable demand for golf and are generally more willing
to make a significant investment in a golf club membership and pay higher
greens fees than the golfing population as a whole. These golfers also tend to
spend more time at a golf facility and therefore generate higher ancillary
revenues.
 
  Facilities Upgrades. Following its acquisition of a golf course, the Company
generally upgrades or improves the facility in order to significantly improve
its appeal to customers and members. Where appropriate, the Company adds
additional courses (including nine hole additions) to existing facilities to
increase course capacity and utilization and invests in major clubhouse
renovations to support increased dues and fees. These expenditures are
generally non-recurring. For example, the Company re-engineered the water flow
at Woodcrest Country Club so that heavy rains would not soak certain areas of
the course. In the past, a heavy rain could close Woodcrest for thirty days or
more, but since the re-engineering, rain has not closed the course for more
than four consecutive days. Additionally, in November 1994 the Company
completed the addition of nine holes to The Trophy Club, bringing the facility
to 36 holes. The Company believes that this addition increases golf membership
capacity from 900 to 1,200 members.
 
  Focus on Non-Golf Operations. The Company also focuses significant effort on
non-golf operations. The Company offers non-golf memberships where additional
facilities (such as swimming, tennis or fitness facilities) are available,
promotes merchandise sales, provides on-course concessions to boost food and
beverage sales, and offers catering and meeting and banquet facilities for
members.
 
                                      41

 
 REDUCE OPERATING COSTS
 
  Reducing Administrative Overhead. The Company continually seeks
opportunities to improve its margins by consolidating administrative functions
and eliminating duplicative personnel at its courses in order to reduce
operating costs. For example, after acquiring Pecan Grove, the Company reduced
the general and administrative staff, thereby reducing operating expenses by
approximately $75,000 per year.
 
  Economies of Scale. As a multi-course operator, the Company is able to
achieve overhead and operating savings not available to owners of individual
properties. For example, the Company employs regional marketing staffs to
serve the courses in a cluster group, and is often able to eliminate an
accounting position at the course level by substituting a corporate controller
who has responsibility for multiple courses. In addition, insurance policies
for many properties, particularly those that are part of a geographical
cluster, can be consolidated under a master insurance policy. The Company's
volume purchasing ability also enables it to achieve savings not available to
smaller buyers in the purchase of almost all retail merchandise and
maintenance equipment.
 
  Facilities Upgrades. In addition to implementing facilities improvements in
order to generate increased revenues, the Company also makes capital versus
operating expense decisions based on known economic trade-offs. The Company
attempts to identify strategic opportunities to invest relatively small
amounts of capital in maintenance equipment in order to improve the facility
and simultaneously reduce labor or other operating expenses. For example, at
Carmel Mountain Ranch, the Company invested approximately $100,000 to upgrade
the irrigation control system, resulting in a better maintained course and the
realization of approximately $30,000 in annual operating savings.
 
  Managing Water Costs. At many of its courses, water is a significant
component of operating costs. The Company ensures that its irrigation systems
are as efficient as possible, and explores alternatives to reduce the cost of
water. For example, where possible, the Company uses treated effluent water or
constructs wells, rather than utilize more expensive municipal water for
course irrigation. For example, concurrently with the closing of the
acquisitions of Foothills and Ahwatukee, the Company acquired additional water
rights that allow the Company to use wells to provide substantially all the
required water for such courses.
 
 ACQUISITIONS
 
  The Company is continually involved in the investigation and evaluation of
potential golf course acquisitions and at any time may be discussing possible
transactions, conducting due diligence investigations or otherwise pursuing
acquisition opportunities. The Company's growth strategy is partly driven by
its ability to expand its portfolio of courses.
 
  The Company conducts extensive due diligence when considering acquisition
candidates in order to evaluate the potential financial performance of a given
golf course. The principal criteria considered in the evaluation include
course location, the population size and demographics of the surrounding area,
the number of tourists visiting a market per year and the number of rounds of
golf played by these tourists, course condition, reputation among customers
and/or members, current operating efficiency and local competition.
 
  During the evaluation of a potential acquisition, the Company considers
carefully the ease of access to the course, the conditions and appeal of the
immediately surrounding land, the proximity of the competition and the
climatic conditions which affect both potential revenue as well as the cost of
maintaining the course. The population base of the surrounding metropolitan
area must be large enough to support both the potential acquisition as well as
its competition. If the acquisition candidate is a resort-oriented course, the
Company also evaluates the size of and trends in the tourist population. The
demographic make-up of the population must be such that a sufficient number
and density of golfers are present. In its evaluation of the operating
potential of a course, the Company looks for correctable operational
deficiencies, potential facility improvements which can be made with a
moderate amount of capital investment and which have a high likelihood of
enhancing revenue and reducing costs, as well as deficiencies in the course's
position and reputation in the market which can benefit from a cohesive
marketing program. The competition is evaluated by examining the condition and
appeal of the
 
                                      42

 
local courses, the position and reputation in the local market and the likely
potential clientele, and finally, the price points at which the competition
operates. In addition, prior to acquiring a given course, the Company meets
with private club members or forms public course focus groups to discuss the
potential acquisition and major anticipated changes in order to ensure a
smooth transition in ownership.
 
  In addition to the criteria outlined above, the Company incorporates
specific analyses which are dependent upon whether the course is private or
public. At a private course, the set of considerations revolves around the
type of members the course targets, and the potential to increase dues or
offer valuable additional facilities such as banquet rooms, meeting rooms,
tennis, fitness facilities and child-care in order to expand membership. At a
daily fee course, a course may be significantly improved by adjusting greens
fees to market level, by adding amenities such as golf cart rental facilities,
improving the pro shop, implementing marketing programs or by promoting
tournament play.
 
  The following summarizes the primary components of the Company's acquisition
strategy:
 
  Clustering of Courses. The Company seeks to acquire courses in its existing
geographic clusters, or to form new clusters near densely populated
metropolitan markets. The clustering strategy is designed to facilitate
management and marketing and improve the profitability of each course because
of the ability to share administrative and operating expenses. In addition,
clustering allows the Company to operate facilities with fewer on-site
management personnel by consolidating several course-level management jobs or
eliminating them altogether in favor of a single regional or headquarters
position. For example, a cluster provides cross-marketing opportunities such
as exchanging play privileges, advertising multiple properties in a single
campaign and promoting tournament play at a course within the cluster.
 
  Focus on Private Country Clubs and High-End Daily Fee Courses. The Company
focuses on acquiring private country clubs and high-end daily fee courses
which attract core golfers in middle and upper-income brackets who are less
price sensitive than the typical public course player. Revenue and cash flows
of private country clubs are generally more stable and predictable than those
of public courses because the receipt of membership dues is independent of the
level of course utilization. In addition, private courses have an easily
identifiable target population which enables a targeted and efficient
marketing effort, particularly if the course is part of a larger residential
development. The typical Cobblestone daily fee course commands higher greens
fees than the average municipal course in its market.
 
  Reputation with Real Estate Developers. Cobblestone has focused on acquiring
courses from real estate developers who have built golf courses primarily as
an enhancement to their residential real estate developments. The Company
believes that its experience and reputation for quality management provide it
with a steady supply of attractive acquisition opportunities from developers
seeking third party owner/operators to professionally manage the facilities.
 
  Focus on Favorable Golf Markets. The Company targets golf courses in markets
with characteristics which it believes are favorable to golf course ownership
and management. For example, the Company concentrates on acquiring courses
convenient to metropolitan areas with dense populations but relatively few
golf courses in relation to the size of the golfing population. In addition,
the Company focuses on markets with a high number of playable days per year,
enabling the Company to maximize revenue and course utilization and thereby
capitalize on the operating leverage inherent in golf course management.
 
  To date, the Company primarily has targeted acquisitions in the Sunbelt
markets. Maximizing revenue is an important component of profitability due to
the high fixed cost nature of golf course operation, and these markets
typically have minimal weather risks and a high number of playable days per
year (i.e. high capacity). For instance, the number of playable days in
Southern California averages approximately 350, as compared to approximately
200 in the upper Midwest. Thus, average rounds played per course in the
Arizona and California markets are substantially greater than the national
average of approximately 33,000 rounds. Additionally, greens fee pricing in
these markets tends to be higher than the national average because of
shortages of supply relative
 
                                      43

 
to demand and the impact of tourists on pricing. Seasonal tourists have fairly
inelastic demand because greens fees represent only a relatively small portion
of overall vacation expenses. Furthermore, age demographics in the Sunbelt
markets and the abundance of retirees with ample leisure time contribute to a
high demand for golf.
 
RECENTLY COMPLETED ACQUISITIONS
 
  The Company recently completed two acquisitions as a part of its ongoing
acquisition strategy. On June 28, 1996, the Company acquired Eagle Crest Golf
Club in the San Diego, California area. Eagle Crest is a daily fee golf
facility with an 18-hole David Rainville-designed course, as well as a
clubhouse, food and beverage facilities and pro shop. Eagle Crest is located
in a master plan development which is expected to include over 700 single
family homes at completion. In addition, on July 1, 1996, the Company entered
into a 15 year lease of the Sweetwater Country Club near Houston, Texas.
Sweetwater is a private country club with a 36-hole Roger Packard-designed
course, as well as a clubhouse, food and beverage facilities, pro shop, indoor
and outdoor swimming pools, fitness center (including indoor basketball and
squash courts) and both indoor and outdoor tennis courts.
 
MARKETING/MEMBERSHIP PROGRAMS
 
  The Company's marketing programs are designed to capitalize on the economies
of scale provided by its clustering strategy. Marketing efforts for daily fee
properties primarily consist of co-op advertising directed at maximizing tee-
time utilization. Special promotions such as junior programs and special event
sales are geared toward attracting new customers and maximizing utilization at
off-peak hours. The Company also utilizes on-line reservation systems to
create greater accessibility for its customers, including allowing a customer
to reserve a tee-time at any of the Company's public courses within a cluster
through a central reservation number. Additionally, the Company has created an
interactive web-site on the Internet that enables customers to e-mail tee-time
requests within a given cluster market.
 
  Private country club marketing programs are implemented by professional
sales personnel focusing on goal-oriented sales plans. Proactive membership
sales efforts are targeted at local developers, realtors and corporations
within specific cluster markets together with more traditional member referral
sales programs. The Company also uses its initiation fee structure to target
residents of its golf communities. This initiation fee structure allows
members to make a meaningful investment in the club while amortizing the
payment of the balance of the membership fee over a five-year period. The
Company also strives to increase other private club revenues by positioning
the club as a center of social and recreational activity for the entire
family. For example, the Company provides extensive activities calendars to
ensure a wide range of activities and increased participation from family
members in all areas of the club.
 
COMPETITION
 
  The Company competes for members and players with existing golf courses.
Where the Company's courses are membership courses which are part of a housing
development project, competition is often limited. At those courses where
there is significant competition from other golf courses, the Company believes
that it competes less on the basis of price than on the overall quality of its
facilities, which is a function of customer service, the quality and the state
of maintenance of the facilities as well as available amenities.
 
  The Company believes it and its management enjoy a favorable reputation in
the industry. The Company principally competes for the acquisition of golf
courses on a national level with a small number of national golf course
management companies, which include National Golf Properties, Inc. (a
publicly-traded real estate investment trust) and Club Corporation
International and for the lease and/or management of golf courses on a
national level with American Golf Corporation and Club Corporation
International. The Company also competes on a local level with several
smaller, regional companies.
 
                                      44

 
SUMMARY OF GOLF COURSE PORTFOLIO
 
  Market and Design Data. The following tables set forth certain information
regarding the Company's golf course properties, including a description of
each course, a summary of the facilities and services available and a
comparison of operations data for each course.
 


                                                                                                            DATE
                                                                                                          ACQUIRED
                                              TYPE OF                              GOLF COURSE               BY
      COURSE NAME             LOCATION       OPERATION    TYPE OF COURSE            ARCHITECT          COBBLESTONE(1)
- -----------------------  ------------------- --------- -------------------- -------------------------- --------------
                                                                                        
  Southern California
        Courses
Balboa Park G.C.         San Diego, CA        Leased   (2)                  William Park Bell               3/93
Carmel Mountain Ranch
 C.C.                    San Diego, CA        Leased   18 Hole public       Ron Fream                       7/93
Morgan Run Resort and
 Club                    Rancho Santa Fe, CA   Owned   27 Hole semi-private David Rainville/Jay Morish      6/93
El Camino C.C.           Oceanside, CA         Owned   18 Hole private      William Park Bell               6/93
Red Hawk G.C.            Temecula, CA         Managed  18 Hole public       Ron Fream                      10/95
Saticoy Regional G.C.    Ventura, CA          Leased   9 Hole municipal     George Thomas                   3/93
The Vineyard at
 Escondido               Escondido, CA        Leased   18 Hole municipal    David Rainville                12/93(3)
Eagle Crest Golf Club    Escondido, CA         Owned   18 Hole public       David Rainville                 6/96
    Phoenix Courses
Ahwatukee C.C.           Phoenix, AZ           Owned   18 Hole semi-private Gary Panks                      7/94
The Lakes at Ahwatukee   Phoenix, AZ           Owned   18 Hole public       Gary Panks                      7/94
The Foothills G.C.       Phoenix, AZ           Owned   18 Hole public       Tom Weiskopf/Jay Morish         1/93
Red Mountain Ranch C.C.  Mesa, AZ              Owned   18 Hole semi-private Pete Dye                       12/94
 Texas-Austin Courses
Hills of Lakeway(4)      Austin, TX            Owned   18 Hole private      Jack Nicklaus                   3/95
Live Oak Golf Course(4)  Austin, TX            Owned   18 Hole semi-private Leon Howard                     3/95
Yaupon Golf Course(4)    Austin, TX            Owned   18 Hole semi-private Leon Howard                     3/95
 Texas-Dallas Courses
Stonebridge C.C.         Mc Kinney, TX         Owned   18 Hole private      Pete Dye                       12/94
The Ranch C.C.           Mc Kinney, TX         Owned   18 Hole private      Arthur Hills                   12/94
The Trophy Club          Trophy Club, TX       Owned   36 Hole private      Ben Hogan/Arthur Hills         12/93
Woodcrest C.C.           Dallas, TX            Owned   18 Hole private      Don January                     3/93
     Other Courses
Brandermill C.C.         Richmond, VA          Owned   18 Hole private      Gary Player                     2/95
Pecan Grove Plantation
 C.C.                    Richmond, TX          Owned   27 Hole private      Carlton Gipson                  2/94
Sweetwater C.C.          Sugar Land, TX       Leased   36 Hole private      Roger Packard                   7/96

- ---------------------
(1) Represents the date acquired by Cobblestone or, if different, the date
    Cobblestone commenced operations of the courses.
(2) The Company operates a driving range, pro shop and golf cart rental
    facility in connection with an 18-hole public course operated by the City
    of San Diego.
(3) The Vineyard at Escondido was constructed by the Company and commenced
    operations in December 1993.
(4) The Company owns a tennis facility (the World of Tennis) and a golf
    practice and instruction facility (the Academy of Golf) which are
    components of these Austin facilities.
 
                                      45

 
 Facilities and Services
 


                         DRIVING                  FOOD &                               FITNESS
      COURSE NAME         RANGE  CARTS CLUBHOUSE BEVERAGE PRO SHOP POOL TENNIS LODGING CENTER
- -----------------------  ------- ----- --------- -------- -------- ---- ------ ------- -------
                                                            
  Southern California
        Courses
Balboa Park G.C.           Yes    Yes     Yes      Yes      Yes
Carmel Mountain Ranch
 C.C.                      Yes    Yes     Yes      Yes      Yes
Morgan Run Resort and
 Club                      Yes    Yes     Yes      Yes      Yes    Yes   Yes     Yes     Yes
El Camino C.C.             Yes    Yes     Yes      Yes      Yes    Yes   Yes             Yes
Red Hawk G.C.              Yes    Yes              Yes      Yes
Saticoy Regional G.C.      Yes    Yes              Yes      Yes
The Vineyard at
 Escondido                 Yes    Yes     Yes      Yes      Yes
Eagle Crest Golf Club      Yes    Yes     Yes      Yes      Yes
    Phoenix Courses
Ahwatukee C.C.             Yes    Yes     Yes      Yes      Yes
The Lakes at Ahwatukee            Yes              Yes      Yes
The Foothills G.C.         Yes    Yes     Yes      Yes      Yes
Red Mountain Ranch C.C.    Yes    Yes     Yes      Yes      Yes    Yes   Yes             Yes
 Texas-Austin Courses
Hills of Lakeway           Yes    Yes     Yes      Yes      Yes    Yes   Yes             Yes
Live Oak Golf Course       Yes    Yes              Yes      Yes          Yes
Yaupon Golf Course                Yes              Yes      Yes
 Texas-Dallas Courses
Stonebridge C.C.           Yes    Yes     Yes      Yes      Yes    Yes   Yes     Yes     Yes
The Ranch C.C.             Yes    Yes     Yes      Yes      Yes    Yes   Yes
The Trophy Club            Yes    Yes     Yes      Yes      Yes    Yes                   Yes
Woodcrest C.C.                    Yes     Yes      Yes      Yes    Yes   Yes
     Other Courses
Brandermill C.C.,
 Richmond, VA              Yes    Yes     Yes      Yes      Yes    Yes   Yes
Pecan Grove Plantation
 C.C., Richmond, TX        Yes    Yes     Yes      Yes      Yes    Yes   Yes             Yes
Sweetwater C.C., Sugar
 Land, TX                  Yes    Yes     Yes      Yes      Yes    Yes   Yes             Yes

 
ORGANIZATIONAL STRUCTURE
 
  The Company generally owns and operates each of its facilities through a
separate subsidiary. All of the Company's subsidiaries are directly or
indirectly wholly-owned except for (i) Cobblestone Texas, Inc., (which owns
and operates The Trophy Club) which is 95% owned by the Company and 5% owned
by a former owner, (ii) Ocean Vista Land Company, (which is a holding company
whose sole assets are (a) 100% of the capital stock of Oceanside Golf
Management Corp., which owns and operates El Camino Country Club, and (b) a
50% equity interest in Whispering Palms Country Club Joint Venture, which owns
and operates Morgan Run Resort and Club) which is 96% owned by the Company and
4% owned by former owners, and (iii) Golf Course Inns of America Inc., (which
is a holding company whose sole asset is a 50% equity interest in Whispering
Palms Country Club Joint Venture) which is 96% owned by the Company and 4%
owned by former owners.
 
                                      46

 
  Golf Course Holdings. The following table sets forth certain information
regarding the ownership and operational structure of the Company.


 NAME OF ENTITY                                GOLF COURSE/CLUB
 --------------                                ----------------
                                            
 Cobblestone Holdings, Inc.................... None
 Cobblestone Golf Group, Inc.................. Balboa Park G.C.; Saticoy
                                               Regional G.C.; Eagle Crest G.C.;
                                               Redhawk G.C. (Management
                                               Contract)
 Escondido Consulting, Inc.................... The Vineyard at Escondido G.C.
 Cobblestone Texas, Inc....................... The Trophy Club
 Pecan Grove Golf Club, Inc................... Pecan Grove Plantation C.C.
 The Liquor Club at Pecan Grove, Inc.......... None
 Foothills Holding Company, Inc............... Red Mountain Ranch Country Club;
                                               Ahwatukee C.C.; The Lakes at
                                               Ahwatukee
 Bellows Golf Group, Inc...................... The Foothills G.C.
 Carmel Mountain Ranch Golf Club, Inc......... Carmel Mountain Ranch C.C.
 OVLC Management Corp......................... None
 Ocean Vista Land Company..................... None
 Golf Course Inns of America, Inc............. None
 Oceanside Golf Management Corp............... El Camino C.C.
 Whispering Palms Country Club Joint Venture.. Morgan Run Resort and Club
 OVLC Financial Corp.......................... None
 CSR Golf Group, Inc.......................... Stonebridge C.C.; The Ranch C.C.
 Lakeway Golf Clubs, Inc...................... The Hills of Lakeway; Live Oak
                                               G.C.; Yaupon G.C.
 Woodcrest Golf Club, Inc..................... Woodcrest C.C.
 Virginia Golf Country Club, Inc.............. Brandermill C.C.
 Lakeway Clubs, Inc........................... None
 TGFC Corporation............................. None
 C-RHK, Inc................................... None
 CEL Golf Group, Inc.......................... None
 SWC Golf Club, Inc........................... Sweetwater, C.C.

 
EMPLOYEES
 
  As of June 30, 1996 the Company employed approximately 1,538 persons. The
Company believes that its employee relations are good. None of the Company's
employees are represented by a labor union.
 
GOVERNMENTAL REGULATION
 
  Environmental Matters. Operations at the Company's golf courses involve the
use and storage of various hazardous materials such as herbicides, pesticides,
fertilizers, motor oil and gasoline. Under various federal, state and local
laws, ordinances and regulations, an owner or operator of real property may
become liable for the costs of removing such hazardous substances that are
released on or in its property and for remediation of its property. Such laws
often impose liability regardless of whether a property owner or operator knew
of, or was responsible for, the release of hazardous materials. In addition,
the presence of such hazardous substances, or the failure to remediate the
surrounding soil when such substances are released, may adversely affect the
ability of a property owner to sell such real estate or to pledge such
property as collateral for a loan. Prior to acquiring golf courses, it is the
Company's practice to commission preliminary environmental assessments ("Phase
I assessments") to evaluate the environmental condition of, and potential
environmental liabilities associated with, such properties. Phase I
assessments generally consist of an investigation of environmental conditions
at the subject property (not including soil or groundwater sampling or
analysis), as well as a review of available information regarding the site and
conditions at other sites in the vicinity. The Phase I assessments have not
revealed any environmental liability that the Company's management believes
would have a material adverse effect on the Company's business, assets or
results of operation, and the Company believes that it is in material
compliance with all
 
                                      47

 
environmental laws, ordinances and regulations applicable to its properties
and operations. No assurance, however, can be given that the Phase I
assessments reveal all potential environmental liabilities or that such
environmental liabilities, whether or not material, may not arise in the
future.
 
  General. The Company is subject to the Fair Labor Standards Act and various
state laws governing such matters as minimum wage requirements, overtime and
other working conditions and citizenship requirements. A significant number of
the Company's golf course personnel receive the federal minimum wage, and
increases in the minimum wage would increase the Company's labor costs. There
is currently an initiative to raise the minimum wage in California to $5.00
per hour effective March 1, 1997, and to $5.75 per hour effective March 1,
1998. The initiative will be voted upon in November 1996. Also, the Federal
minimum wage will increase from $4.25 per hour to $4.75 per hour on October 1,
1996 and again to $5.15 per hour on September 1, 1997. Employers must pay the
higher of the Federal or State minimum wage. The Company will attempt to
offset increases in the minimum wage through pricing and other cost control
efforts; however, there can be no assurance that the Company will be able to
pass such additional costs on to its customers and members. In addition, the
Company is subject to certain state "dram-shop" laws, which provide a person
injured by an intoxicated individual the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the intoxicated
individual. The Company is also subject to the Americans with Disabilities Act
of 1990, which, among other things, may require certain minor renovations to
various clubhouses at the Company's properties to meet federally mandated
access and use requirements. The cost of these renovations is not expected to
be material to the Company. The Company believes it is operating in
substantial compliance with applicable laws and regulations governing its
operations.
 
LEGAL PROCEEDINGS; INSURANCE
 
  From time to time, lawsuits are filed against the Company in the ordinary
course of business. The Company is not a party to any litigation that, in the
judgment of management after consultation with counsel, is likely to have a
material adverse effect on the Company or its business. The Company carries
property and casualty insurance and insurance under umbrella policies in such
amounts and with such coverages as the Company believes to be adequate.
 
                                      48

 
                                  MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  The following table sets forth the names, ages as of September 1, 1996, and
a brief account of the business experience of each person who is a director or
executive officer of the Company.
 


          NAME           AGE                             POSITION
                       
James A. Husband........  46 Director, President and Chief Executive Officer
Stefan C. Karnavas......  33 Vice President, Chief Financial Officer, Treasurer and Secretary
Gary L. Dee.............  48 Vice President, Operations
Joseph H. Champ.........  38 Vice President, Acquisitions
Andrew Crosson..........  36 Vice President, Acquisitions
Norm Goodmanson.........  47 Vice President, Development
Robert S. West, Jr. ....  53 Vice President, Golf Operations
Thomas Delaney, Jr. ....  38 Vice President, Design & Construction
Frederick J. Warren.....  57 Director
David H. Wong...........  32 Director
P.L. Davies III.........  34 Director
Martin R. Reid..........  53 Director
John M. Sullivan........  61 Director

 
  JAMES A. HUSBAND founded the Company in October 1992. From October 1992 to
the present, Mr. Husband has served as the Company's President and Chief
Executive Officer and as a Director. Mr. Husband has 20 years of golf course
operations and acquisitions experience. Prior to founding the Company and
since April 1, 1977, Mr. Husband was a founder, Chairman and Chief Executive
Officer of a company which ultimately became known as CCA GolfCorp, which
became the public golf operations subsidiary of Club Corporation of America
(now known as Club Corporation International). Mr. Husband has been a Class A
member of the PGA of America since 1977 and was a PGA Tour member in 1978 and
1979. While at GolfCorp, Mr. Husband served on the Board of Directors of
ClubCorp of America. Mr. Husband graduated from California State University in
Northridge in 1972 with a Bachelor of Science degree in Business
Administration.
 
  STEFAN C. KARNAVAS joined the Company as Vice President, Chief Financial
Officer, Treasurer and Secretary in April 1996. Prior to joining the Company
and since August 1993, Mr. Karnavas was Treasurer and Director of Development
of Horizon Cellular Telephone Company, L.P. ("Horizon"). From December 1992 to
August 1993, he served as Horizon's Assistant Treasurer. From April 1991 to
December 1992, he was Horizon's Manager of Mergers and Acquisitions. Prior to
that time, he was a Senior Loan Officer at Fidelity Bank.
 
  GARY L. DEE has served as Vice President, Operations of the Company since
November 1992. Mr. Dee has 18 years of golf course operations experience. From
February 1989 to November 1992, Mr. Dee was the Director of Operations for the
PGA Tour Public Golf, Inc. Prior to this position, Mr. Dee was a general
manager for the PGA tour at the TPC at Piper Glen in Charlotte, North
Carolina, from 1988-1989 and was a principal in GolfTexas, a golf facility
development and management company from 1986-1988. Mr. Dee also served as a
golf management professional at various facilities from 1974-1986. Mr. Dee
graduated from Drake University in 1972 with a Bachelor of Science in
management.
 
  JOSEPH H. CHAMP has served as Vice President, Acquisitions of the Company
since December 1993. From August 1993 to December 1993, Mr. Champ was Vice
President, Acquisitions for National Golf Properties, Inc., a real estate
investment trust. From September 1992 to August 1993, Mr. Champ was Vice
President of Acquisitions (Western Region) at American Golf Corporation. Prior
to joining American Golf, Mr. Champ was
 
                                      49

 
vice president of real estate and business development for Interstate Hotels
Corporation from January 1990 to August 1992 and was a director of development
at Aircoa Hospitality Services, Inc. from 1987 to January 1990.
 
  ANDREW CROSSON has served as Vice President, Acquisitions of the Company
since October 1992. From 1988 to 1992, Mr. Crosson was the head of the
Development and Acquisitions Department for GolfCorp, a subsidiary of Club
Corporation International. Mr. Crosson graduated from the University of Utah
in 1986.
 
  NORM GOODMANSON has served as Vice President, Development of the Company
since June 1993. Mr. Goodmanson has over 25 years of experience in the golf
course industry. From January 1988 to June 1993, Mr. Goodmanson served as Vice
President of Development at CCA GolfCorp.
 
  ROBERT S. WEST, JR. has served as Vice President, Golf Operations since
December 1993. From 1989 to 1993, Mr. West served as a Regional Manager with
Golf Enterprises, Inc. In addition to being involved in the golf business for
30 years and a PGA professional for 25 years, Mr. West owned and operated his
own golf course, retail golf clothing store and worked as an operations
consultant for several other courses. Additionally, from 1972 to 1980 Mr. West
served as the Director of Golf and was Tournament Chairman at Walt Disney
World in Orlando, Florida.
 
  THOMAS L. DELANEY, JR. has served as Vice President, Design & Construction
of the Company since November 1993. Prior to joining the Company, Mr. Delaney
worked in the real estate development industry as a construction manager for a
variety of commercial projects, including the Aventine Complex, a $250 million
multi-use development in La Jolla, California. Mr. Delaney received his
Bachelor of Building Construction degree from the University of Florida in
1984 and his MBA from the Wharton School at the University of Pennsylvania in
May 1993.
 
  FREDERICK J. WARREN has served as Chairman of the Board of the Company since
October 1992. He is presently a general partner of Brentwood Golf Partners,
L.P., Brentwood Buyout Management Partners, L.P. and Brentwood Buyout
Partners, L.P. and has been with Brentwood since co-founding it in 1972. Mr.
Warren is a director of Horizon Cellular Telephone Company, L.P., Rental
Service Corporation, Tuboscope Vetco International (a provider of oilfield-
related inspection and coating services) ("Tuboscope") and Digital Sound
Corporation.
 
  DAVID H. WONG has served as a director of the Company since October 1992. He
is presently a general partner of Brentwood Golf Partners, L.P., Brentwood
Buyout Management Partners, L.P. and Brentwood Buyout Partners, L.P. Mr. Wong
is a director of Cardinal Business Media, Inc. ("Cardinal") and Horizon
Finance Corporation. Prior to joining Brentwood in July 1989, he attended
Stanford Business School from September 1987 to June 1989 and worked in the
investment banking division of Dillon, Read & Co., Inc. from August 1985 to
August 1987.
 
  P.L. DAVIES III has served as a director of the Company since February 1995.
He is presently Managing Principal of Cambria Group, LLC, a private equity
investment firm. From January 1995 to December 1995, Mr. Davies served as a
Principal of Fremont Group, Inc. Mr. Davies also serves on the board of
Lakeside Corporation. Prior to joining Fremont, Mr. Davies was a Principal at
Brentwood from April 1993 to December 1994 and held a variety of positions at
Bechtel Group, Inc. from 1987 to 1993.
 
  MARTIN R. REID has served as director of the Company since January 1994. He
is presently Chairman of the Board and Chief Executive Officer of Rental
Service Corporation and has held such position since September 1995. From June
1994 to September 1995, Mr. Reid was Chairman of the Board and Chief Executive
Officer of Acme Holdings, Inc., which filed a voluntary petition under Chapter
11 of the United States Bankruptcy Code on July 13, 1995. Since October 1990,
Mr. Reid has been a director of Tuboscope. Mr. Reid also served as Chief
Executive Officer of Tuboscope from May 1991 to October 1993. Mr. Reid has
been a General Partner in MDR Associates, a private investment concern, since
November 1990. From September 1986 to June 1990, he was Chief Executive
Officer of Eastman Christensen Co., a provider of oil and gas drilling
 
                                      50

 
systems. Mr. Reid was also Vice Chairman of Eastman Christensen Co. from
August 1989 to June 1990. Prior to September 1986, he was Senior Vice
President of Operations of Norton Christensen, the predecessor to Eastman
Christensen Co.
 
  JOHN M. SULLIVAN has served as a director of the Company since September
1993. He is presently a director of The Scotts Company (a producer of lawncare
products) and Cardinal. From October 1987 to January 1993, Mr. Sullivan was
Chairman of the Board and Chief Executive Officer of Prince Holdings, Inc. (a
sportsgear and apparel company) ("Prince"). Prior to that and since September
1984, Mr. Sullivan was President of Prince and Vice President of Chesebrough-
Pond's, Inc.
 
DIRECTOR COMPENSATION
 
  Neither Holdings nor the Company pays any fees or remuneration to their
directors for service on their respective board of directors or any board
committee, but Holdings and the Company reimburse directors for their out-of-
pocket expenses incurred in connection with attending meetings of the board.
In addition, in connection with becoming a director, each of Messrs. Davies,
Reid and Sullivan was offered the opportunity to acquire shares (or options to
purchase shares) of Holdings' capital stock.
 
EXECUTIVE COMPENSATION
 
  Summary Compensation Table. The following table provides certain summary
information concerning compensation paid or accrued by the Company to or on
behalf of the Company's President and Chief Executive Officer and the four
other most highly compensated executive officers of the Company who earned
more than $100,000 (salary and bonus) (the "Named Executive Officers") for all
services rendered in all capacities to Holdings and the Company during the
fiscal year ended September 30, 1995:
 


                                                                       LONG-TERM
                                           ANNUAL COMPENSATION        COMPENSATION
                                    --------------------------------- ------------
                             FISCAL                      ALL OTHER        LTIP
NAME AND PRINCIPAL POSITION   YEAR   SALARY   BONUS   COMPENSATION(1)  PAYOUTS(2)
- ---------------------------  ------ -------- -------- --------------- ------------
                                                       
James A. Husband.........     1995  $223,144 $135,638     $21,459       $370,000
 (President and Chief
 Executive Officer)
Steven L. Holmes(3)......     1995   134,601   68,527       9,416         74,000
 (Vice President,
 Treasurer, Secretary and
 Chief Financial Officer)
Gary L. Dee..............     1995   120,556   60,458      10,812         37,000
 (Vice
 President/Operations)
Joseph H. Champ..........     1995   127,652   65,352       9,898         55,500
 (Vice
 President/Acquisitions)
Robert S. West, Jr.......     1995   106,859   55,072       9,428         14,800
 (Vice President/Golf
 Operations)

- ---------------------
(1) Represents (i) car allowance, (ii) dollar value of health benefits and
    (iii) 401(k) matching contributions by the Company. The respective amounts
    paid for Messrs. Husband, Holmes, Dee, Champ and West are as follows: (A)
    car allowance: $16,560, $5,867, $8,207, $5,867 and $5,867; (B) health
    benefits: $4,683, $3,336, $2,283, $3,336 and $3,336; and (C) 401(k)
    matching contributions: $216, $213, $322, $695 and $225.
 
(2) Represents the dollar value of all the shares of Holdings Common Stock as
    to which ownership vested in the fiscal year ended September 30, 1995. See
    "Principal Stockholders."
 
(3) In April 1996, Mr. Holmes resigned his positions at the Company.
 
 
                                      51

 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
RELATIONSHIP WITH BRENTWOOD ASSOCIATES
 
  Corporate Development and Administrative Services Agreement. Pursuant to a
Corporate Development and Administrative Services Agreement, dated as of
September 30, 1992, as amended, between Brentwood Buyout Partners, L.P.
("BBP") (an affiliate of Brentwood Associates) and the Company (the "Brentwood
Agreement"), BBP has agreed to assist in the corporate development activities
of the Company by providing services to the Company, including (i) assistance
in analyzing, structuring and negotiating the terms of investments and
acquisitions, (ii) researching, identifying, contacting, meeting and
negotiating with prospective sources of debt and equity financing, (iii)
preparing, coordinating and conducting presentations to prospective sources of
debt and equity financing, (iv) assistance in structuring and establishing the
terms of debt and equity financing and (v) assistance and advice in connection
with the preparation of the Company's financial and operating plans. Pursuant
to the Brentwood Agreement, BBP is entitled to receive (i) a service fee in an
amount equal to 1% per annum of the aggregate amount of debt and equity
investment in the Company of or by BBP or any person or entity associated with
BBP, which is payable semi-annually in advance, (ii) financial advisory fees
equal to 1.5% of all amounts paid by the Company in connection with any
acquisition, payable at the closing of any such acquisition and (iii)
reimbursement of its reasonable fees and expenses incurred from time to time
(a) in performing the services rendered thereunder and (b) in connection with
any investment in, financing of, or sale, distribution or transfer of any
interest in the Company by BBP or any person or entity associated with BBP.
For the Company's fiscal year ended September 30, 1995, BBP was paid
compensation of $1,112,472 (including reimbursement of fees and expenses)
pursuant to the Brentwood Agreement.
 
TRANSACTIONS WITH JAMES A. HUSBAND
 
  In connection with the formation of the Company in September 1992, Balboa
Park Management Co., Inc. ("Balboa"), a corporation owned by James A. Husband,
contributed to the Company the lease of the Balboa Park facility, associated
leasehold improvements and other assets, including driving range equipment,
golf carts, golf shop inventory and accounts receivable in exchange for (i)
25,292 shares of Series A Preferred Stock of Holdings and (ii) $235,270 in
cash, of which 25,292 shares and $160,270 have been paid. The consideration
paid to Balboa in exchange for the lease of the Balboa Park facility and the
associated assets acquired from Balboa was determined by the Company and
Balboa to represent the fair market value of such lease and assets. In
addition, if one of the Company's facilities meets certain financial
performance targets in a specified time frame, Mr. Husband shall receive the
remaining $75,000 from the Company.
 
  The lease of the Balboa facility originally was acquired by Balboa in
January 1988 at no initial cost. However, rent is currently payable based upon
specified percentages of gross revenue, subject to a minimum rental floor.
 
  In addition, in connection with the formation of the Company, Mr. Husband
contributed shares of stock representing his 50% interest in Escondido
Consulting, Inc. ("Escondido"), a corporation that held the lease of the
Escondido facility, associated contract rights, permits and other assets in
exchange for 29,813 shares of Series A Preferred Stock of Holdings.
Simultaneously, Escondido redeemed a portion of Mr. Husband's shares by
issuing him a subordinated promissory note in the principal amount of
$250,000, upon which interest accrues at a rate of 5% per annum and is payable
in arrears on the last date of each calendar quarter commencing December 31,
1992 and continuing through October 19, 1999. The Company also acquired the
remaining shares of Escondido from the other shareholder for $400,000 cash. In
all cases, the consideration paid for shares of Escondido stock was determined
by the Company, Mr. Husband and Escondido's other shareholder to represent the
fair market value of such stock.
 
  Escondido was formed in 1990 by Mr. Husband and a partner. The lease of the
Escondido facility was acquired by Escondido in August 1990 at no initial
cost. However, rent is currently payable based upon specified percentages of
gross revenue, subject to a minimum rental floor.
 
  In connection with the formation of the Company, Mr. Husband also agreed to
bring to the Company all future opportunities to acquire golf facilities of
which he became aware, including his then-existing options to acquire a
portion of the entity which owned the Foothills Country Club and to acquire
the leasehold interest in the Saticoy Regional Golf Club, as well as his
opportunity to acquire all or a portion of the entity which owned both El
Camino Country Club and an interest in Morgan Run Resort and Club. Mr. Husband
subsequently assigned all of such rights to the Company for no additional
consideration, and the Company completed such acquisitions.
 
                                      52

 
                            PRINCIPAL STOCKHOLDERS
 
  The information in the following table sets forth, as of June 30, 1996,
certain information regarding the beneficial ownership of Holdings Common
Stock and Series A Preferred Stock by: (i) each person who to the knowledge of
the Company owns 5% or more of Holdings' outstanding voting stock, (ii) each
person who is a director or named executive officer of the Company and (iii)
all directors and officers of the Company as a group. The Company is a wholly-
owned subsidiary of Holdings. The following table assumes no other changes in
beneficial ownership since June 30, 1996.
 
   

                                              SERIES A
                           COMMON STOCK   PREFERRED STOCK   PERCENTAGE PERCENTAGE
                          --------------  ----------------   OF TOTAL    OF ALL
                          NUMBER OF       NUMBER OF           VOTING   OUTSTANDING
  BENEFICIAL OWNER(1)      SHARES    %      SHARES     %      POWER       STOCK
  -------------------     --------- ----  ----------------  ---------- -----------
                                                     
Brentwood Golf Partners,  1,075,081 62.5%  3,928,729  75.3%    72.1%      72.1%
 L.P.(2)................
 11150 Santa Monica
 Blvd.
 Suite 1200
 Los Angeles, California
 90025
James A. Husband(3)(4)..    137,648  8.0%     55,106   1.1%     2.8%       2.8%
Stefan C. Karnavas(4)...        909    *         --    --         *          *
Gary L. Dee(4)..........     13,937    *         --    --         *          *
Joseph H. Champ(4)......     18,179  1.1%        --    --         *          *
Robert S. West, Jr.(4)..      4,848    *         --    --         *          *
P.L. Davies III(5)(6)...     24,445  1.4%     80,470   1.5%     1.5%       1.5%
Martin R. Reid(6).......      5,745    *      12,119     *        *          *
John M. Sullivan(6).....      9,066    *      24,238     *        *          *
The Northwestern Mutual
Life Insurance              116,053  6.7%    424,167   8.1%     7.8%       7.8%
 Company(7).............
 720 E. Wisconsin Avenue
 Milwaukee, Wisconsin
 53202
HLH Trust(8)............     81,234  4.7%    296,916   5.7%     5.4%       5.4%
 1800 Grant Building
 Pittsburgh,
 Pennsylvania 16219
All directors and
 officers as a group (13
 persons)(2)............  1,331,133 77.4%  4,100,662  78.6%    78.2%      78.2%
    
- ---------------------
 * Less than 1%
(1) Except as otherwise indicated, each beneficial owner has the sole power to
    vote, as applicable, and to dispose of all shares of Holdings Common Stock
    or Series A Preferred Stock owned by such beneficial owners.
(2) Frederick J. Warren and David H. Wong, directors of the Company, are
    general partners of the general partner of Brentwood Golf Partners, L.P.,
    and as such may be deemed to beneficially own the shares of stock held by
    Brentwood Golf Partners, L.P.
(3) Includes 25,293 shares of Series A Preferred Stock owned of record by
    Balboa Park Management Co., Inc., a corporation controlled by Mr. Husband.
    See "Certain Relationships and Related Transactions--Transactions with
    James A. Husband."
(4) Includes shares of Holdings Common Stock that are subject to vesting based
    on continued employment, subject to acceleration of the vesting of a
    portion of such shares if performance targets are met. Unvested shares are
    subject to repurchase by Holdings at their initial purchase price. The
    number of shares indicated assumes that all shares are vested.
 
                                      53

 
(5) Includes 485 shares of Holdings Common Stock purchasable pursuant to
    options held by Mr. Davies exercisable within 60 days of the date of the
    Prospectus. Other than such 485 shares, the shares of Holdings Common
    Stock beneficially owned by Mr. Davies are owned of record by Pacific Golf
    Enterprises, L.P., a limited partnership of which Mr. Davies is general
    partner.
(6) Includes shares of Holdings Common Stock that are subject to vesting based
    on continued service as a director over a period of time. Unvested shares
    are subject to repurchase by Holdings at their initial purchase price. The
    number of shares indicated assumes that all shares are vested.
(7) Does not include any shares owned by Brentwood Golf Partners, L.P., of
    which the Northwestern Mutual Life Insurance Company is a limited partner
    but as to which it has no voting or dispositive power.
(8) Includes 14,919 shares of Holdings Common Stock and 54,536 shares of
    Series A Preferred Stock owned by a trust for the benefit of Henry L.
    Hillman (the "HLH Trust"), and 66,316 shares of Holdings Common Stock and
    242,381 shares of Series A Preferred Stock owned by Wilmington Interstate
    Corporation ("Wilmington Interstate"). Wilmington Interstate is a Delaware
    private investment company indirectly owned by The Hillman Company, a
    Pittsburgh, Pennsylvania firm engaged in diversified investments and
    operations, which is controlled by the HLH Trust. The trustees of the HLH
    Trust are Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette
    (the "HLH Trustees"). The HLH Trustees share voting power and dispositive
    power of the stock of The Hillman Company. Does not include 19,900 shares
    of Holdings Common Stock and 72,715 shares of Series A Preferred Stock
    owned by four irrevocable trusts for the benefit of members of the Hillman
    family, as to which shares the HLH Trustees disclaim beneficial ownership.
    Does not include 14,919 shares of Holdings Common Stock and 54,536 shares
    of Series A Preferred Stock owned by Venhill Limited Partnership
    ("Venhill"), as to which shares the HLH Trustees disclaim beneficial
    ownership. Venhill is a Delaware limited partnership, of which the limited
    partners are trusts for the benefit of members of the Hillman family.
    Howard B. Hillman, a step-brother of Henry L. Hillman, is the general
    partner of Venhill. Does not include any shares owned by Brentwood Golf
    Partners, L.P., of which the HLH Trust, Wilmington Interstate and the four
    irrevocable trusts for the benefit of members of the Hillman family are
    limited partners, and as to which they disclaim beneficial ownership.
 
                                      54

 
                             DESCRIPTION OF NOTES
 
  Set forth below is a summary of certain provisions of the Notes and the
Guarantees in respect thereof. The Senior Notes will be issued pursuant to an
indenture (the "Indenture") dated as of June 4, 1996, by and among the
Company, the Guarantors and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee"). The form and terms of the Exchange Notes will be the
same as the form and terms of the Private Notes except that (i) the exchange
will be registered under the Securities Act, and hence the Exchange Notes will
not bear legends restricting the transfer thereof, and (ii) holders of the
Exchange Notes will not be entitled to certain rights of holders of the
Private Notes under the Registration Rights Agreement, which rights will
terminate upon the consummation of the Exchange Offer. For purposes of this
summary, the term the "Company" refers to Cobblestone Golf Group, Inc.,
exclusive of its subsidiaries. The terms of the Indenture will also be
governed by certain provisions contained in the Trust Indenture Act of 1939,
as amended. The following summarizes all material provisions of the Indenture
only, does not purport to be complete and is qualified in its entirety by
reference to all of the provisions of the Indenture. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in
the Indenture. Wherever particular provisions of the Indenture are referred to
in this summary, such provisions are incorporated by reference as a part of
the statements made and such statements are qualified in their entirety by
such reference. A copy of the form of Indenture is available upon request.
 
GENERAL
 
  The Notes are senior, unsecured, general obligations of the Company, limited
in aggregate principal amount to $70.0 million. The Notes rank pari passu in
right of payment with all existing and future unsubordinated indebtedness of
the Company (including borrowings under the New Credit Facility) and rank
senior in right of payment to all existing and future subordinated
indebtedness of the Company. The Notes are guaranteed on a senior basis by all
present and future Subsidiaries of the Company (the "Guarantors"). The term
"Subsidiaries" as used in this "Description of Notes," however, does not
include Unrestricted Subsidiaries. The Guarantees are senior, unsecured,
general obligations of the Guarantors and rank pari passu in right of payment
with all existing and future unsubordinated indebtedness of the respective
Guarantors (including their guarantees of borrowings under the New Credit
Facility) and rank senior in right of payment to all existing and future
subordinated indebtedness of the respective Guarantors. Borrowings under the
New Credit Facility are secured by substantially all of the Company's assets,
including the capital stock of the Company's existing and future Subsidiaries
and are guaranteed by Holdings and such Subsidiaries, which guarantees are
secured by substantially all of Holdings' and such Subsidiaries' assets. The
Notes and the Guarantees will, to the extent of such collateral, be
effectively subordinated to such borrowings and to any other secured
indebtedness of the Company and the Guarantors, as applicable, to the extent
of the collateral secured thereby. As of June 30, 1996, the Company and the
Guarantors had outstanding $92.1 million of senior indebtedness on a
consolidated basis (including trade payables and capitalized lease
obligations), $7.5 million of which is secured indebtedness. See "Risk
Factors--Leverage and Ability to Service Debt" and "--Corporate Structure;
Effects of Asset Encumbrances." The Notes will be issued only in fully
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof.
 
  The Notes will mature on June 1, 2003. The Notes will bear interest at the
rate per annum stated on the cover page hereof from the date of issuance or
from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semi-annually on June 1 and December 1 of each year,
commencing December 1, 1996, to the persons in whose names such Notes are
registered at the close of business on the May 15 or November 15 immediately
preceding such Interest Payment Date. Interest will be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
 
  Principal of, premium and Liquidated Damages, if any, and interest on the
Notes will be payable, and the Notes may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for
such purpose, which office or agency shall be maintained in the Borough of
Manhattan, The City of New York. At the option of the Company, payment of
interest may be made by check mailed to the Holders
 
                                      55

 
of the Notes at the addresses set forth upon the register of Holders of Notes.
No service charge will be made for any registration of transfer or exchange of
Notes, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. Until
otherwise designated by the Company, the Company's office or agency will be
the corporate trust office of the Trustee.
 
OPTIONAL REDEMPTION
 
  Except as set forth below, the Company will not have the right to redeem any
Notes prior to June 1, 1999. The Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 1, 1999 at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the 12-month period commencing June 1 of the years
indicated below, in each case together with Liquidated Damages and accrued and
unpaid interest thereon, if any, to the redemption date:
 


                                                                      REDEMPTION
      YEAR                                                              PRICE
      ----                                                            ----------
                                                                   
      1999...........................................................  105.750%
      2000...........................................................  103.833%
      2001...........................................................  101.917%
      2002 and thereafter............................................  100.000%

 
  Notwithstanding the foregoing, until June 1, 1999, upon one or more Public
Equity Offerings or issuances of Qualified Capital Stock to Strategic
Investors, up to $17.5 million aggregate principal amount of the Notes may be
redeemed at the option of the Company within 120 days of such Public Equity
Offering or issuance to Strategic Investors, with the Net Cash Proceeds
thereof in the case of such an offering by the Company, or from such proceeds
invested by Holdings in Qualified Capital Stock in the case of such an
offering by Holdings, at 110.5% of the principal amount, together with
Liquidated Damages and accrued and unpaid interest, if any, to the date of
redemption; provided, however, that immediately following each such redemption
not less than $52.5 million aggregate principal amount of the Notes is
outstanding.
 
  In the case of a partial redemption, the Trustee shall select the Notes or
portions thereof for redemption on a pro rata basis, by lot or in such other
manner it deems appropriate and fair. The Notes may be redeemed in part in
multiples of $1,000 only.
 
  The Notes will not have the benefit of any sinking fund.
 
  Notice of any redemption will be sent, by first class mail, at least 30 days
and not more than 60 days prior to the date fixed for redemption to the Holder
of each Note to be redeemed to such Holder's last address as then shown upon
the registry books of the Registrar. Any notice which relates to a Note to be
redeemed in part only must state the portion of the principal amount equal to
the unredeemed portion thereof and must state that on and after the date of
redemption, upon surrender of such Note, a new Note or Notes in a principal
amount equal to the unredeemed portion thereof will be issued. On and after
the date of redemption, interest will cease to accrue on the Notes called for
redemption, unless the Company defaults in the payment thereof.
 
CERTAIN COVENANTS
 
  The Indenture contains, among others, the following covenants:
 
  Repurchase of Notes at the Option of the Holder Upon a Change of Control
 
  The Indenture provides that in the event that a Change of Control has
occurred, each Holder of Notes will have the right, at such Holder's option,
pursuant to an offer by the Company (the "Change of Control Offer"), to
require the Company to repurchase all or any part of such Holder's Notes
(provided, however, that the principal amount of such Notes must be $1,000 or
an integral multiple thereof) on a date (the "Change of Control Purchase
Date") that is no later than 90 days after the occurrence of such Change of
Control, at a cash price (the "Change of Control Purchase Price") equal to
101% of the principal amount thereof, together with Liquidated
 
                                      56

 
Damages and accrued and unpaid interest, if any, to the Change of Control
Purchase Date. The Change of Control Offer shall be made within 30 days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). Upon
expiration of the Change of Control Offer Period, the Company shall purchase
all Notes or portions thereof properly tendered in response to the Change of
Control Offer. If required by applicable law, the Change of Control Purchase
Date and the Change of Control Offer Period may be extended as so required;
however, if so extended, it shall nevertheless constitute an Event of Default
if the Change of Control Purchase Date does not occur within 90 days of the
Change of Control (or within 120 days of the Change of Control if, during any
such extension beyond 90 days following the Change of Control, the Company is
diligently pursuing all commercially reasonable steps to consummate the Change
of Control Offer as promptly as practicable).
 
  As used herein, a "Change of Control" means (i) the Investor Group is no
longer the "beneficial owner," directly or indirectly, of more than 50% of the
total voting power in the aggregate normally entitled to vote in the election
of directors, managers, or trustees, as applicable, of the Company and (ii)
any "person" or "group" (as such terms are used for purposes of Sections 13(d)
and 14(d) of the Exchange Act, whether or not applicable) is or becomes the
"beneficial owner," directly or indirectly, of more of the total voting power
in the aggregate outstanding normally entitled to vote in elections of
directors of the Company than is owned collectively by Brentwood and James A.
Husband.
 
  On or before the Change of Control Purchase Date, the Company will (i)
accept for payment Notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent Cash sufficient to
pay the Change of Control Purchase Price (together with accrued and unpaid
interest) of all Notes or portions thereof so tendered and (iii) deliver to
the Trustee Notes so accepted together with an Officers' Certificate listing
the Notes or portions thereof being purchased by the Company. The Paying Agent
will promptly mail to the Holders of Notes so accepted payment in an amount
equal to the Change of Control Purchase Price (together with Liquidated
Damages, if any, and accrued and unpaid interest), and the Trustee will
promptly authenticate and mail or deliver to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered. Any Notes
not so accepted will be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Purchase Date.
 
  The Company's ability to repurchase Notes upon a Change of Control may be
limited by, among other factors, the financial resources of the Company at the
time of repurchase. The New Credit Facility prohibits the Company from
purchasing any Notes prior to their stated maturity and also will provide that
certain Change of Control events would constitute a default thereunder. In
addition, any future credit or other borrowing agreements may contain similar
restrictions. See "Risk Factors--Limitations on Repurchase of Notes." If a
Change of Control occurs at a time when the Company is prohibited from
purchasing the Notes, the Company could seek the consent of its lender(s) to
such purchase or could attempt to refinance the borrowings that contain such
prohibition. If the Company does not obtain such a consent or repay such
borrowings, the Company would remain prohibited from purchasing Notes. In such
case, the Company's failure to purchase tendered Notes would constitute an
Event of Default under the Indenture.
 
  Any Change of Control Offer will be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under
the Exchange Act and the rules thereunder and all other applicable Federal and
state securities laws.
 
  Limitation on Restricted Payments
 
  The Indenture provides that the Company and the Guarantors will not, and
will not permit any of their Subsidiaries to, directly or indirectly, make any
Restricted Payment if, immediately prior thereto or after giving effect to
such Restricted Payment on a pro forma basis, (1) a Default or an Event of
Default shall have occurred and be continuing, (2) the Company is not
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Debt Incurrence Ratio in paragraph (a) of the covenant "Limitation on
Incurrence of Additional
 
                                      57

 
Indebtedness and Disqualified Capital Stock," or (3) the aggregate amount of
all Restricted Payments made by the Company, the Guarantors and their
Subsidiaries, including after giving effect to such proposed Restricted
Payment, from and after the Issue Date, would exceed the sum of (a) the amount
determined by subtracting (i) 2.0 times the aggregate Consolidated Fixed
Charges of the Company and its consolidated Subsidiaries for the period (taken
as one accounting period), commencing on the first day of the first full
fiscal quarter commencing after the Issue Date, to and including the last day
of the fiscal quarter ended immediately prior to the date of each such
calculation (the "Computation Period") from (ii) Consolidated EBITDA of the
Company and its Consolidated Subsidiaries for the Computation Period, plus (b)
100% of the aggregate Net Cash Proceeds received by the Company from the sale
of its Qualified Capital Stock (other than (i) to a Subsidiary or Unrestricted
Subsidiary of the Company and (ii) to the extent applied in connection with a
Qualified Exchange, but including the Net Cash Proceeds received by the
Company upon the exercise, exchange or conversion of securities into Qualified
Capital Stock other than in connection with a Qualified Exchange) after the
Issue Date and on or prior to the date of such Restricted Payment. The full
amount of any Restricted Payment made pursuant to the immediately following
paragraph (other than clause (w), (x) or (y) thereof), however, will be
deducted in the calculation of the aggregate amount of Restricted Payments
available to be made referred to in clause (3) of the immediately preceding
sentence.
 
  Notwithstanding the foregoing, the provisions in the immediately preceding
paragraph will not prohibit (r) dividends by the Company to Holdings to the
extent promptly applied by Holdings to pay (i) liquidated damages due on the
Zero-Coupon Notes, (ii) amounts due in respect of Capital Stock of Holdings
required to be repurchased upon the exercise of "put" rights held prior to the
Issue Date by lenders under the Old Credit Facility and (iii) reasonable
general and administrative expenses of Holdings not to exceed $250,000 in any
consecutive four-quarter period, (s) Investments by the Company or any
Guarantor in Unrestricted Subsidiaries in an aggregate amount not to exceed
the sum of (i) $5.0 million and (ii) to the extent not otherwise applied to a
Restricted Payment, 100% of the aggregate Net Cash Proceeds received by the
Company from the sale of its Qualified Capital Stock after the Issue Date
(other than (i) to a Subsidiary or Unrestricted Subsidiary of the Company and
(ii) to the extent applied in connection with a Qualified Exchange, but
including the Net Cash Proceeds received by the Company upon the exercise,
exchange or conversion of securities into Qualified Capital Stock other than
in connection with a Qualified Exchange), (t) repurchases of Capital Stock
from employees, officers and directors of the Company or its Subsidiaries (or
payments to Holdings for such a purpose) upon the death, disability or
termination of employment in an aggregate amount to all employees not to
exceed $300,000 per year or $2.1 million in the aggregate on and after the
Issue Date, (u) payments by Ocean Vista Land Company of dividends on its
preferred stock outstanding prior to the Issue Date, in accordance with the
terms thereof, (v) Investments in non-wholly-owned Subsidiaries of the Company
not to exceed $5.0 million in the aggregate, (w) payments to Holdings under
the Tax Sharing Agreement, (x) payments of up to $1.25 million in the
aggregate to repurchase Capital Stock of Subsidiaries held by minority
stockholders outstanding prior to the Issue Date and not beneficially owned by
the Company or any of its Affiliates, (y) a Qualified Exchange, or (z) the
payment of any dividend on Qualified Capital Stock within 60 days after the
date of its declaration if such dividend could have been made on the date of
such declaration in compliance with the foregoing provisions. Notwithstanding
any other provision hereof, the foregoing clauses (r)(iii), (s), (x) and (z)
will not be deemed to permit the respective Restricted Payments otherwise
contemplated to be made pursuant thereto if, immediately prior thereto or
after giving effect to such Restricted Payment on a pro forma basis, a Default
or an Event of Default shall have occurred or be continuing.
 
  Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries
 
  The Indenture provides that the Company and the Guarantors will not, and
will not permit any of their Subsidiaries to, directly or indirectly, create,
assume or suffer to exist any consensual restriction on the ability of any
Subsidiary of the Company to pay dividends or make other distributions to, or
to pay any obligation to, or otherwise to transfer assets or property to, or
make or pay loans or advances to, the Company or any Subsidiary of the
Company, except (a) restrictions imposed by the Notes, the Indenture, the
Zero-Coupon Notes and the indenture pursuant to which the Zero-Coupon Notes
are issued, (b) customary provisions restricting subletting or
 
                                      58

 
assignment of any lease (including a Capitalized Lease Obligation), (c)
restrictions imposed by applicable law, (d) existing restrictions under
Indebtedness outstanding, (e) restrictions under any Acquired Indebtedness not
incurred in violation of the Indenture or under any agreement relating to any
property, asset, or business acquired by the Company or any of its
Subsidiaries, which restrictions existed at the time of acquisition, were not
put in place in connection with or in anticipation of such acquisition and are
not applicable to any person, other than the person acquired, or to any
property, asset or business, other than the property, assets and business so
acquired, (f) restrictions with respect solely to a Subsidiary of the Company
imposed pursuant to a binding agreement which has been entered into for the
sale or disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary, provided, such restrictions apply solely to the Capital
Stock or assets of such Subsidiary, (g) restrictions pursuant to the New
Credit Facility (h) restrictions pursuant to Indebtedness, other than
Subordinated Indebtedness, incurred in compliance with clause (a) of the
covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified
Capital Stock" (including refinancings permitted to be incurred under clause
(c) thereof), (i) Liens specified under "Permitted Liens" other than clauses
(b), (c) and (e) thereof and (j) in connection with and pursuant to permitted
Refinancings, replacements of restrictions that are not more restrictive than
those being replaced and do not apply to any other person or assets than those
that would have been covered by the restrictions in the Indebtedness so
refinanced.
 
  Limitations on Liens
 
  The Indenture provides that the Company and the Guarantors will not, and
will not permit any of their Subsidiaries to, directly or indirectly, create,
incur, suffer to exist or become effective any Lien upon any of its property
or assets, whether now owned or hereafter acquired, or any income or profits
therefrom, or assign or convey any right to receive income therefrom, unless
all payments due under the Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured until such time as such
obligation is no longer secured by a Lien, provided, however, that Permitted
Liens may be created or incurred or may exist or become effective without any
requirement that all payments under the Indenture and the Notes be equally and
ratably secured.
 
  Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock
 
  The Indenture provides that, except as set forth below in this covenant, the
Company and the Guarantors will not, and will not permit any of their
Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur,
become directly or indirectly liable with respect to (including as a result of
an Acquisition), extend the maturity of, or otherwise become responsible for,
contingently or otherwise (individually and collectively, to "incur" or, as
appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital
Stock from and after the Issue Date. Notwithstanding the foregoing:
 
    (a) if (i) no Default or Event of Default shall have occurred and be
  continuing at the time of, or would occur after giving effect on a pro
  forma basis to, such incurrence of Indebtedness or Disqualified Capital
  Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the
  Consolidated Cash Flow Ratio of the Company for the Reference Period
  immediately preceding the Incurrence Date, after giving effect on a pro
  forma basis to such incurrence of such Indebtedness or Disqualified Capital
  Stock and, to the extent set forth in the definition of Consolidated Cash
  Flow Ratio, the use of proceeds thereof, would be no greater than 6 to l
  for Incurrence Dates prior to June 1, 1998 and no greater than 5 to 1
  thereafter (the "Debt Incurrence Ratio"), then the Company and the
  Guarantors may incur such Indebtedness or Disqualified Capital Stock,
  provided, however, that Indebtedness incurred by a Guarantor shall be
  subordinated in right of payment to such Guarantor's Guarantee of the
  Senior Notes, except for Non-recourse Purchase Money Indebtedness of such
  Guarantor and Indebtedness of such Guarantor in the form of a guarantee
  which is in respect of Indebtedness of the Company that is pari passu in
  right of payment with the Senior Notes, in which case that guarantee may be
  pari passu in right of payment with such Guarantor's Guarantee of the
  Notes;
 
    (b) the Company and the Guarantors may incur Indebtedness evidenced by
  the Notes and the Guarantees and represented by the Indenture up to the
  amounts specified therein as of the Issue Date;
 
                                      59

 
    (c) the Company and the Guarantors may incur Refinancing Indebtedness
  with respect to any Indebtedness or Disqualified Capital Stock, as
  applicable, described in clauses (a) and (b) of this covenant or which is
  outstanding on the Issue Date after giving effect to the implementation of
  the New Credit Facility;
 
    (d) the Company and the Guarantors may incur Permitted Indebtedness;
 
    (e) the Company and the Guarantors may incur Indebtedness pursuant to the
  New Credit Facility on or after the Issue Date up to an aggregate amount
  outstanding (including any Indebtedness issued to Refinance, refund or
  replace such Indebtedness) at any time of $50.0 million, plus accrued
  interest, fees incurred in connection with the New Credit Facility and such
  additional amounts as may be deemed to be outstanding in the form of
  Interest Swap and Hedging Obligations with lenders party to the New Credit
  Facility, reduced by the amount of any such Indebtedness permanently
  retired with Net Cash Proceeds from any Asset Sale (other than a sale of
  Assets to Be Disposed of) or assumed by a transferee in an Asset Sale; and
 
    (f) the Company and the Guarantors may incur Indebtedness on or after the
  Issue Date up to an aggregate amount outstanding (including any
  Indebtedness issued to Refinance, refund or replace such Indebtedness) at
  any time of $7.5 million.
 
  Limitation on Sale of Assets and Subsidiary Stock
 
  The Indenture provides that the Company and the Guarantors will not, and
will not permit any of their Subsidiaries to, in one or a series of related
transactions, convey, sell, transfer, assign or otherwise dispose of, directly
or indirectly, any of its property, business or assets, including by merger or
consolidation and including upon any sale or other transfer or issuance of any
Capital Stock of any Subsidiary of the Company or any sale and leaseback
transaction, whether by the Company or a Subsidiary or through the issuance,
sale or transfer of Capital Stock by a Subsidiary of the Company (an "Asset
Sale"), unless (l)(a) within 405 days after the date of such Asset Sale, the
Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the
optional redemption of the Notes in accordance with the terms of the Indenture
or to the repurchase of the Notes pursuant to an irrevocable, unconditional
offer by the Company (the "Asset Sale Offer") to repurchase Notes at a
purchase price (the "Asset Sale Offer Price") of 100% of principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the date
of payment, made within 360 days of such Asset Sale or (b) within 360 days of
such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed,
pursuant to a binding commitment subject only to reasonable, customary closing
conditions, to be invested, and in fact is so invested, within an additional
90 days) in fixed assets and real property which in the good faith judgment of
the Board constitute or are a part of a Related Business of the Company, or in
100% of the issued and outstanding Capital Stock of a person the assets of
which are principally comprised of such fixed assets and real property, or
(ii) used to retire Indebtedness outstanding under the New Credit Facility,
except with respect to the use of proceeds from the sale of Assets to Be
Disposed of, and to permanently reduce the amount of such Indebtedness
permitted to be incurred in compliance with paragraph (e) of the covenant
"Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock" (including that in the case of a revolver or similar arrangement that
makes credit available, such commitment is so reduced by such amount), (2)
with respect to any transaction or related series of transactions of
securities, property or assets with an aggregate fair market value in excess
of $1.0 million, at least 85% of the consideration for such Asset Sale
(excluding the amount of (A) any Indebtedness (other than Notes) that is
required to be repaid or assumed (and is either repaid or assumed by the
transferee of the related assets) by virtue of such Asset Sale and which is
secured by a Lien on the property or assets sold and (B) property received by
the Company or any such Subsidiary from the transferee that within 30 days of
such Asset Sale is converted into Cash or Cash Equivalents) consists of Cash
or Cash Equivalents, (3) no Default or Event of Default shall have occurred
and be continuing at the time of, or would occur after giving effect, on a pro
forma basis, to, such Asset Sale, and (4) the Board of Directors of the
Company determines in good faith that the Company or such Subsidiary, as
applicable, receives fair market value for such Asset Sale. The Indenture will
provide that an Asset Sale Offer may be deferred until the accumulated Net
Cash Proceeds from Asset Sales
 
                                      60

 
not applied to the uses set forth in (1)(b) above (or committed for use as
permitted thereunder) exceeds $10.0 million and that each Asset Sale Offer
shall remain open for 20 Business Days following its commencement (the "Asset
Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the
Company shall apply the Asset Sale Offer Amount, plus an amount equal to
accrued and unpaid interest, to the purchase of all Notes properly tendered
(on a pro rata basis if the Asset Sale Offer Amount is insufficient to
purchase all Notes so tendered) at the Asset Sale Offer Price (together with
accrued and unpaid interest). If required by applicable law, the Asset Sale
Offer Period may be extended as so required; however, if so extended it shall
nevertheless constitute an Event of Default if within 90 days of its
commencement the Asset Sale Offer is not consummated or the properly tendered
Notes are not purchased pursuant thereto (or within 120 days of the
commencement of the Asset Sale Offer if, during any such extension beyond 90
days following the commencement, the Company is diligently pursuing all
commercially reasonable steps to consummate the Asset Sale Offer or to
purchase properly tendered Notes pursuant thereto as promptly as practicable).
 
  Notwithstanding clause (1)(a) above, if an Asset Sale Offer is commenced and
securities of the Company ranking pari passu in right of payment with the
Notes are outstanding at the date of commencement thereof, the terms of which
provide that a substantially similar offer must be made with respect thereto,
then the Asset Sale Offer shall be made concurrently with such other offer,
and securities of each issue which the holders of securities of such issue
elect to have purchased will be accepted pro rata in proportion to the
aggregate principal amount thereof; provided, that in so repurchasing such
other securities the Company is in compliance with the provisions of
"Limitation on Restricted Payments." In addition, notwithstanding the
foregoing provisions of the prior paragraph:
 
    (i) the Company and its Subsidiaries may (A) convey, sell, lease,
  transfer, assign or otherwise dispose of assets in the ordinary course of
  business or (B) exchange assets for assets in a Related Business, provided,
  however, in the case of this clause (B) that (1) the Company, prior to the
  consummation of any such proposed exchange or series of related exchanges
  having a fair market value in excess of $2.5 million, obtains a written
  favorable opinion as to the fairness of such transaction to the Company
  from a financial point of view from an independent investment banking firm
  of national reputation, (2) no Default or an Event of Default shall have
  occurred and be continuing and (3) after giving effect to such proposed
  exchange on a pro forma basis, either (x) the Company is permitted to incur
  at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence
  Ratio in paragraph (a) of the covenant "Limitation on Incurrence of
  Additional Indebtedness and Disqualified Capital Stock" or (y) the
  Company's Debt Incurrence Ratio is no greater than it was immediately prior
  to such proposed exchange;
 
    (ii) the Company and its Subsidiaries may convey, sell, lease, transfer,
  assign or otherwise dispose of assets pursuant to and in accordance with
  the limitation on mergers, sales or consolidations provisions in the
  Indenture;
 
    (iii) the Company and its Subsidiaries may (A) sell or dispose of
  damaged, worn out or other obsolete property in the ordinary course of
  business so long as such property is no longer necessary for the proper
  conduct of the business of the Company or such Subsidiary, as applicable,
  or (B) abandon such property if it cannot, through reasonable efforts, be
  sold; and
 
    (iv) the Company and its Subsidiaries may convey, sell, lease, transfer,
  assign or otherwise dispose of assets to the Company or any of its wholly
  owned Subsidiaries.
 
  Any Asset Sale Offer shall be made in compliance with all applicable laws,
rules, and regulations, including, if applicable Regulation 14E of the
Exchange Act and the rules and regulations thereunder and all other applicable
Federal and state securities laws.
 
  Limitation on Transactions with Affiliates
 
  The Indenture provides that neither the Company nor any of its Subsidiaries
or Unrestricted Subsidiaries will be permitted after the Issue Date to enter
into any contract, agreement, arrangement or transaction with any Affiliate
(an "Affiliate Transaction"), or any series of related Affiliate Transactions
unless (1) the terms of such
 
                                      61

 
Affiliate Transaction are fair and reasonable to the Company, such Subsidiary
or such Unrestricted Subsidiary, as the case may be, and no less favorable to
the Company, such Subsidiary or such Unrestricted Subsidiary, as the case may
be, than could have been obtained in comparable arm's length transaction with
a non-Affiliate, (2) involving consideration to either party in excess of $1.0
million, unless such transaction is evidenced by an Officers' Certificate
addressed and delivered to the Trustee stating that the terms of such
Affiliate Transaction are fair and reasonable to the Company, such Subsidiary
or such Unrestricted Subsidiary, as the case may be, and no less favorable to
the Company, such Subsidiary or such Unrestricted Subsidiary, as the case may
be, than could have been obtained in comparable arm's length transaction with
a non-Affiliate, and (3) involving consideration to either party in excess of
$5.0 million, unless the Company, prior to the consummation thereof, obtains a
written favorable opinion as to the fairness of such transaction to the
Company from a financial point of view from an independent investment banking
firm of national reputation. The foregoing restriction will not apply to (1)
pro rata dividends or distributions paid in cash on any class of Capital Stock
and not prohibited under "Limitation on Restricted Payments," (2) payments to
Holdings made in accordance with the Tax Sharing Agreement, (3)
indemnification payments on behalf of directors, officers or employees of the
Company or a Guarantor made or incurred by such persons in such capacities (4)
payments made in accordance with the Brentwood Agreement as in effect on the
Issue Date, so long as no Event of Default shall have occurred and be
continuing (5) repurchases of Capital Stock not prohibited under clause (t) of
the "Limitation on Restricted Payments" covenant and (6) transactions between
the Company and any Wholly Owned Subsidiary Guarantor of the Company or
between Wholly Owned Subsidiary Guarantors of the Company.
 
  Limitation on Lines of Business
 
  Neither the Company nor any of its Subsidiaries or Unrestricted Subsidiaries
will directly or indirectly engage to any substantial extent in any line or
lines of business activity other than a Related Business.
 
  Limitation on Merger, Sale or Consolidation
 
  The Indenture provides that the Company will not, directly or indirectly,
consolidate with or merge with or into another person or sell, lease, convey
or transfer all or substantially all of its assets (computed on a consolidated
basis), whether in a single transaction or a series of related transactions,
to another Person or group of affiliated Persons, unless (i) either (a) the
Company is the continuing entity or (b) the resulting, surviving or transferee
entity is a corporation organized under the laws of the United States, any
state thereof or the District of Columbia and expressly assumes by
supplemental indenture all of the obligations of the Company in connection
with the Notes and the Indenture; (ii) no Default or Event of Default shall
exist or shall occur immediately after giving effect on a pro forma basis to
such transaction; and (iii) other than in the case of a transaction solely
between the Company and any wholly owned Guarantor, immediately after giving
effect to such transaction on a pro forma basis, the consolidated surviving or
transferee entity would immediately thereafter be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set
forth in paragraph (a) of the covenant "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock."
 
  Upon any consolidation or merger or any transfer of all or substantially all
of the assets in accordance with the foregoing, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made, shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the
same effect as if such successor corporation had been named therein as such,
and the Company shall be released from the obligations under the Notes and the
Indenture except with respect to any obligations that arise from, or are
related to, such transaction.
 
  Restriction on Sale and Issuance of Subsidiary Stock
 
  The Indenture provides that from and after the Issue Date, the Company and
the Guarantors will not sell, and will not permit any of their Subsidiaries to
issue or sell, any shares of Capital Stock of any Subsidiary of the Company to
any person other than the Company or a wholly owned Subsidiary of the Company.
The Indenture
 
                                      62

 
provides that all of the Capital Stock of a Subsidiary of the Company may be
sold if such Asset Sale complies with the covenant "Limitation on Sale of
Assets and Subsidiary Stock." In such case, that Subsidiary will be released
from its obligations under its Guarantee in respect of the Notes and the
Indenture.
 
  Future Subsidiary Guarantors
 
  The Indenture provides that all present and future direct or indirect
Subsidiaries of the Company jointly and severally will guarantee irrevocably
and unconditionally all principal, Liquidated Damages and premium, if any, and
interest on the Senior Notes on a senior basis.
 
  Limitation on Status as Investment Company
 
  The Indenture prohibits the Company and its Subsidiaries from being required
to register as an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), or from otherwise becoming
subject to regulation under the Investment Company Act.
 
REPORTS
 
  The Indenture provides that whether or not the Company or Holdings is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, each of the Company and Holdings shall deliver to the Trustee, to each
Holder and to prospective purchasers of Notes identified to the Company by an
Initial Purchaser, within 15 days after it is or would have been required to
file such with the Commission, (i) annual and quarterly financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the Commission, if the Company and Holdings were subject
to the requirements of Section 13 or 15(d) of the Exchange Act, including,
with respect to annual information only, a report thereon by the Company's and
Holdings' certified independent public accountants as such would be required
in such reports to the Commission, and, in each case, together with a
management's discussion and analysis of financial condition and results of
operations which would be so required; and (ii) all reports that would be
required to be filed with the Commission on Form 8-K. In addition, the Company
has agreed that, whether or not required by the rules and regulations of the
Commission, the Company will file a copy of all such information and reports
with the Commission for public availability (unless the Commission will not
accept such a filing) and make such information available to securities
analysts and prospective investors upon request for so long as any Notes
remain outstanding. However, the Commission does not generally accept for
filing any Exchange Act reports submitted by registrants that are not subject
to the reporting requirements of that Act. Furthermore, the Company has agreed
that, for so long as any Notes remain outstanding, it will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
 
EVENTS OF DEFAULT AND REMEDIES
 
  The Indenture defines an Event of Default as (i) the failure by the Company
to pay any installment of interest on the Notes as and when the same becomes
due and payable and the continuance of any such failure for 30 days, (ii) the
failure by the Company to pay all or any part of the principal, or premium, if
any, on the Notes when and as the same becomes due and payable at maturity,
redemption, by acceleration or otherwise, including, without limitation,
payment of the Change of Control Purchase Price or the Asset Sale Offer Price,
or otherwise, (iii) the making by the Company or any of its Subsidiaries of a
Restricted Payment not permitted by the Indenture, (iv) the failure by the
Company or any Guarantor to observe or perform any other covenant or agreement
contained in the Notes or the Indenture and, subject to certain exceptions,
the continuance of such failure for a period of 60 days after written notice
is given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Notes
outstanding, (v) certain events of bankruptcy, insolvency or reorganization in
respect of the Company or any of its Significant Subsidiaries, (vi) a default
in any Indebtedness of the Company or any of its Subsidiaries with an
aggregate principal amount in excess of $5.0 million (a) resulting from the
failure to pay principal at maturity or (b) as a
 
                                      63

 
result of which the maturity of such Indebtedness has been accelerated prior
to its stated maturity, (vii) final unsatisfied judgments not covered by
insurance aggregating in excess of $5.0 million, at any one time rendered
against the Company or any of its Subsidiaries and not stayed, bonded or
discharged within 90 days, and (viii) except as permitted by the Indenture and
the Notes, the cessation of effectiveness of any Guarantee in any material
respect or the finding by any judicial proceeding that any Guarantee is
unenforceable or invalid in any material respect or the denial or
disaffirmation by any Guarantor in writing of its obligations under its
Guarantee. The Indenture provides that if a Default occurs and is continuing,
the Trustee must, within 90 days after the occurrence of such default, give to
the Holders notice of such default.
 
  If an Event of Default occurs and is continuing (other than an Event of
Default specified in clause (v) above, relating to the Company or any
Significant Subsidiary), then in every such case, unless the principal of all
of the Notes shall have already become due and payable, either the Trustee or
the Holders of 25% in aggregate principal amount of the Notes then
outstanding, by notice in writing to the Company (and to the Trustee if given
by Holders) (an "Acceleration Notice"), may declare all principal, determined
as set forth below, and accrued interest thereon to be due and payable
immediately. In the event a declaration of acceleration resulting from an
Event of Default described in clause (vi) above has occurred and is
continuing, such declaration of acceleration shall be automatically annulled
if such default is cured or waived or the holders of the Indebtedness which is
the subject of such default have rescinded their declaration of acceleration
in respect of such Indebtedness within 60 days thereof and the Trustee has
received written notice of such cure, waiver or rescission and no other Event
of Default described in clause (vi) above has occurred that has not been cured
or waived within 60 days of the declaration of such acceleration in respect of
such Indebtedness. If an Event of Default specified in clause (v), above,
relating to the Company or any Significant Subsidiary occurs, all principal
and accrued interest thereon and Liquidated Damages, if any, will be
immediately due and payable on all outstanding Notes without any declaration
or other act on the part of the Trustee or the Holders. The Holders of a
majority in aggregate principal amount of Notes generally are authorized to
rescind such acceleration if all existing Events of Default, other than the
non-payment of the principal of, premium, if any, and interest on the Notes
which have become due solely by such acceleration, have been cured or waived.
 
  Prior to the declaration of acceleration of the maturity of the Notes, the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may waive on behalf of all the Holders any default, except a
default in the payment of principal of or interest on any Note not yet cured,
or a default with respect to any covenant or provision which cannot be
modified or amended without the consent of the Holder of each outstanding Note
affected. Subject to the provisions of the Indenture relating to the duties of
the Trustee, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of any
of the Holders, unless such Holders have offered to the Trustee reasonable
security or indemnity. Subject to all provisions of the Indenture and
applicable law, the Holders of a majority in aggregate principal amount of the
Notes at the time outstanding will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
  The Indenture provides that the Company may, at its option and at any time,
elect to have its obligations discharged with respect to the outstanding Notes
("Legal Defeasance"). Such Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented, and
the Indenture shall cease to be of further effect as to all outstanding Notes
and Guarantees, except as to (i) rights of Holders to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust funds; (ii) the Company's obligations
with respect to such Notes concerning issuing temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an
office or agency for payment and money for security payments held in trust;
(iii) the rights, powers, trust, duties, and immunities of the Trustee, and
the Company's obligations in connection therewith; and (iv) the Legal
Defeasance provisions of the Indenture. In addition, the Company may, at its
option and at any time, elect to have the obligations of the Company and the
Guarantors released with respect to certain covenants that are
 
                                      64

 
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default or Event of
Default with respect to the Notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.
 
  In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the holders of the Notes, U.S. legal tender, non-callable government
securities or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest on such Notes on the
stated date for payment thereof or on the redemption date of such principal or
installment of principal of, premium, if any, or interest on such Notes, and
the holders of Notes must have a valid, perfected, exclusive security interest
in such trust; (ii) in the case of the Legal Defeasance, the Company shall
have delivered to the Trustee a written opinion of counsel in the United
States reasonably acceptable to Trustee confirming that (A) the Company has
received from, or there has been published by the Internal Revenue Service, a
ruling or (B) since the date of the Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion of counsel shall confirm that, the holders of such
Notes will not recognize income, gain or loss for Federal income tax purposes
as a result of such Legal Defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred; (iii) in the case of
Covenant Defeasance, the Company shall have delivered to the Trustee a written
opinion of counsel in the United States reasonably acceptable to such Trustee
confirming that the holders of such Notes will not recognize income, gain or
loss for Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iv) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit; (v) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under the Indenture or any other material
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound; (vi) the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by the Company with the intent of preferring the
holders of such Notes over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company or others; and (vii) the Company shall have delivered to the
Trustee an Officers' Certificate and an opinion of counsel, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.
 
  If the funds deposited with the Trustee to effect Legal Defeasance or
Covenant Defeasance are insufficient to pay the principal of, premium, if any,
and interest on the Notes when due, then the obligations of the Company and
the Guarantors under the Indenture will be revived, and no such defeasance
will be deemed to have occurred.
 
AMENDMENTS AND SUPPLEMENTS
 
  The Indenture contains provisions permitting the Company, the Guarantors and
the Trustee to enter into a supplemental indenture for certain limited
purposes without the consent of the Holders. With the consent of the Holders
of not less than a majority in aggregate principal amount of the Notes at the
time outstanding, the Company, the Guarantors and the Trustee are permitted to
amend or supplement the Indenture or any supplemental indenture or modify the
rights of the Holders; provided, that no such modification may, without the
consent of each Holder affected thereby: (i) change the Stated Maturity of or
the Change of Control Purchase Date or the Asset Sale Offer Period on any
Note, or reduce the principal amount thereof or the rate (or extend the time
for payment) of interest thereon or any premium payable upon the redemption
thereof, or change the place of payment where, or the coin or currency in
which, any Note or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or reduce the Change of
 
                                      65

 
Control Purchase Price or the Asset Sale Offer Price or alter the redemption
provisions or the provisions of the "Repurchase of Notes at the Option of the
Holder Upon a Change of Control" covenant in a manner adverse to the Holders,
or (ii) reduce the percentage in principal amount of the outstanding Notes,
the consent of whose Holders is required for any such amendment, supplemental
indenture or waiver provided for in the Indenture, or (iii) change the ranking
of the Notes or the Guarantees to anything other than pari passu in right of
payment to all unsubordinated Indebtedness of the Company or the applicable
Guarantor or (iv) modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Note affected thereby.
 
NO PERSONAL LIABILITY OF PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS
 
  The Indenture provides that no individual who serves as a direct or indirect
stockholder, partner, employee, officer or director, as such, past, present or
future of the Company, the Guarantors or any successor entity shall have any
personal liability in respect of the obligations of the Company or the
Guarantors under the Indenture or the Notes by reason of his or her status as
such stockholder, partner, employee, officer or director.
 
GOVERNING LAW
 
  The Indenture, the Notes and the Guarantees are governed by the laws of the
State of New York.
 
CERTAIN DEFINITIONS
 
  "Acquired Indebtedness" means Indebtedness of any person existing at the
time such person becomes a subsidiary of such person or is merged or
consolidated into or with such person or one of its subsidiaries, and not
incurred in connection with or in anticipation of, such merger or
consolidation or of such person becoming a subsidiary of such person.
 
  "Acquisition" means the purchase or other acquisition of any person or
substantially all the assets of any person by any other person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.
 
  "Affiliate" means (i) any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or
any of the Guarantors, (ii) any spouse, immediate family member, or other
relative who has the same principal residence of any person described in
clause (i) above, and (iii) any trust in which any person described in clause
(i) or (ii) above has a beneficial interest. For purposes of this definition,
the term "control" means the power to direct the management and policies of a
person, directly or through one or more intermediaries, whether through the
ownership of voting securities, by contract, or otherwise, provided, that a
beneficial owner of 10% or more of the total voting power normally entitled to
vote in the election of directors, managers or trustees, as applicable, shall
for such purposes be deemed to constitute control. Notwithstanding the
foregoing, the term Affiliate shall not include Subsidiary Guarantors.
 
  "Assets to Be Disposed of" means assets identified in an Officers'
Certificate at the time of an Acquisition as assets the Company or the
acquiring Subsidiary intends to dispose of within 180 days of such
Acquisition.
 
  "Average Life" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (i) the sum of (a)
the product of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of
such security or instrument and (b) the amount of each such respective
principal (or redemption) payment by (ii) the sum of all such principal (or
redemption) payments.
 
  "beneficial owner" for purposes of the definition of Change of Control has
the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act
(as in effect on the Issue Date), whether or not applicable, except that a
"person" shall be deemed to have "beneficial ownership" of all shares that any
such person has the right
 
                                      66

 
to acquire, whether such right is exercisable immediately or only after the
passage of time or (unless not within the control of such person) upon the
occurrence of certain events.
 
  "Brentwood" means Brentwood Golf Partners, L.P. and/or any of its
Affiliates.
 
  "Brentwood Agreement" means the Corporate Development and Administrative
Services Agreement dated September 30, 1992 between the Company and Brentwood
Buyout Partners, L.P., as amended as of the Issue Date.
 
  "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.
 
  "Capital Stock" means, with respect to any person, any capital stock of such
person and shares, interests, participations or other ownership interests
(however designated) of any person and any rights (other than debt securities
convertible into corporate stock), warrants and options to purchase any of the
foregoing, including (without limitation) each class of common stock and
preferred stock of such person if such person is a corporation and each
general and limited partnership interest of such person if such person is a
partnership.
 
  "Capitalized Lease Obligation" means rental obligations under a lease that
are required to be capitalized for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligations
shall be the capitalized amount of such obligations, as determined in
accordance with GAAP.
 
  "Cash Equivalent" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof), (ii) time deposits and
certificates of deposit and commercial paper issued by the parent corporation
of any domestic commercial bank of recognized standing having capital and
surplus in excess of $500 million and commercial paper issued by others rated
at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at
least P-2 or the equivalent thereof by Moody's Investors Service, Inc. and in
each case maturing within one year after the date of acquisition and (iii)
investments in money market funds substantially all of whose assets comprise
securities of the types described in clauses (i) and (ii) above.
 
  "Consolidated Cash Flow Ratio" of any person on any date of determination
(the "Transaction Date") means the ratio, on a pro forma basis, of (a) the
aggregate amount of consolidated Indebtedness of such person on the
Transaction Date to (b) the aggregate amount of Consolidated EBITDA of such
person (exclusive of amounts attributable to operations and businesses
permanently discontinued or disposed of) during the Reference Period;
provided, however, that for purposes of such calculation, (i) Acquisitions
which occurred during the Reference Period or subsequent to the Reference
Period and on or prior to the Transaction Date shall be assumed to have
occurred on the first day of the Reference Period, (ii) transactions giving
rise to the need to calculate the Consolidated Cash Flow Ratio shall be
assumed to have occurred on the first day of the Reference Period and (iii)
the incurrence of any Indebtedness or issuance of any Disqualified Capital
Stock during the Reference Period or subsequent to the Reference Period and on
or prior to the Transaction Date (and the application of the proceeds
therefrom to the extent used to refinance or retire other Indebtedness) shall
be assumed to have occurred on the first day of such Reference Period.
 
  "Consolidated EBITDA" means, with respect to any person, for any period, the
Consolidated Net Income of such person for such period adjusted to add thereto
(to the extent deducted from net revenues in determining Consolidated Net
Income), without duplication, the sum of (i) consolidated income tax expense,
(ii) consolidated depreciation and amortization expense (including any
accelerations thereof) and (iii) Consolidated Fixed Charges.
 
  "Consolidated Fixed Charges" of any person means, for any period, the
aggregate amount (without duplication and determined in each case in
accordance with GAAP) of (a) interest expensed or capitalized, paid,
 
                                      67

 
accrued, or scheduled to be paid or accrued (including, in accordance with the
following sentence, interest attributable to Capitalized Lease Obligations) of
such person and its Consolidated Subsidiaries during such period, including
(i) original issue discount and non-cash interest payments or accruals on any
Indebtedness, (ii) the interest portion of all deferred payment obligations,
and (iii) all commissions, discounts and other fees and charges owed with
respect to bankers' acceptances and letters of credit financings and currency
and Interest Swap and Hedging Obligations, in each case to the extent
attributable to such period, (b) one-third of rental expense for such period
attributable to operating leases of such person and its Consolidated
Subsidiaries, and (c) the amount of dividends accrued or payable by such
person or any of its Consolidated Subsidiaries in respect of Disqualified
Capital Stock (other than by Subsidiaries of such person to such person or
such person's wholly owned Subsidiaries). For purposes of this definition, (x)
interest on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by the Company to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP and (y)
interest expense attributable to any Indebtedness represented by the guarantee
by such person or a Subsidiary of such person of an obligation of another
person shall be deemed to be the interest expense attributable to the
Indebtedness guaranteed.
 
  "Consolidated Net Income" means, with respect to any person for any period,
the net income (or loss) of such person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication): (a) all gains (but not losses) which are
either extraordinary (as determined in accordance with GAAP) or are either
unusual or nonrecurring (including without limitation any gain from the sale
or other disposition of assets outside the ordinary course of business or from
the issuance or sale of any Capital Stock), (b) the net income, if positive,
of any person, other than a wholly owned Consolidated Subsidiary, in which
such person or any of its Consolidated Subsidiaries has an interest, except to
the extent of the amount of any dividends or distributions actually paid in
cash to such person or a wholly owned Consolidated Subsidiary of such person
during such period, but in any case not in excess of such person's pro rata
share of such person's net income for such period, (c) the net income or loss
of any person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition and (d) the net income, if positive, of
any of such person's Consolidated Subsidiaries to the extent that the
declaration or payment of dividends or similar distributions is not at the
time permitted by operation of the terms of its charter or bylaws or any other
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Consolidated Subsidiary.
 
  "Consolidated Subsidiary" means, for any person, each Subsidiary of such
person (whether now existing or hereafter created or acquired) the financial
statements of which shall be (or should have been) consolidated for financial
statement reporting purposes with the financial statements of such person in
accordance with GAAP.
 
  "Consolidated Tangible Net Worth" of any person at any date means the total
assets of such person and its Consolidated Subsidiaries, as would be shown on
the consolidated balance sheet of such person prepared in accordance with
GAAP, less (a) the total liabilities appearing on such balance sheet, and (b)
intangible assets. For purposes hereof, "intangible assets" means the value
(net of any applicable reserves), as shown on or reflected in such balance
sheet, of: (i) all trade names, trademarks, licenses, patents, copyrights and
goodwill; (ii) organizational and development costs; and (iii) unamortized
debt discount and expense, less unamortized premium.
 
  "Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any person, Capital Stock of such person that, by its terms or by
the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time
would be, required to be redeemed or repurchased (including at the option of
the holder thereof) by such person or any of its Subsidiaries, in whole or in
part, on or prior to the Stated Maturity of the Notes and (b) with respect to
any Subsidiary of such person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no special rights
and no preference, privileges, or redemption or repayment provisions.
 
  "Existing Assets" means assets of the Company and its Subsidiaries existing
at the Issue Date (other than cash, Cash Equivalents or inventory held for
resale in the ordinary course of business) and including proceeds of any sale
of such assets and assets acquired in whole or in part with proceeds from the
sale from any such assets.
 
                                      68

 
  "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession as in effect on the Issue Date.
 
  "Indebtedness" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of any such person, (i) in respect
of borrowed money (whether or not the recourse of the lender is to the whole
of the assets of such person or only to a portion thereof), (ii) evidenced by
bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except (other than accounts payable or other obligations to trade creditors
which have remained unpaid for greater than 90 days past their original due
date, or for which adequate reserves have been established while such amounts
are being contested in good faith) those incurred in the ordinary course of
its business that would ordinarily constitute a trade payable to trade
creditors, (iv) evidenced by bankers' acceptances or similar instruments
issued or accepted by banks, (v) in respect of Capitalized Lease Obligations,
or (vi) evidenced by a letter of credit or a reimbursement obligation of such
person with respect to any letter of credit; (b) all net obligations of such
person under Interest Swap and Hedging Obligations; (c) all liabilities of
others of the kind described in the preceding clauses (a) and (b) that such
person has guaranteed or that is otherwise its legal liability and all
obligations to purchase, redeem or acquire any Capital Stock; (d) all
obligations secured by a Lien to which the property or assets (including,
without limitation, leasehold interests and any other tangible or intangible
property rights) of such person are subject, whether or not the obligations
secured thereby shall have been assumed by or shall otherwise be such person's
legal liability, provided, that the amount of such obligations shall be
limited to the lesser of the fair market value of the assets or property to
which such Lien attaches and the amount of the obligation so secured; and (e)
any and all deferrals, renewals, extensions, refinancings and refundings
(whether direct or indirect) of, or amendments, modifications or supplements
to, any liability of the kind described in any of the preceding clauses (a),
(b), (c) or (d), or this clause (e), whether or not between or among the same
parties.
 
  "Interest Swap and Hedging Obligation" means any obligation of any person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.
 
  "Investment" by any person in any other person means (without duplication)
(a) the acquisition by such person (whether for cash, property, services,
securities or otherwise) of capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities, including any
options or warrants, of such other person or any agreement to make any such
acquisition; (b) the making by such person of any deposit with, or advance,
loan or other extension of credit to, such other person (including the
purchase of property from another person subject to an understanding or
agreement, contingent or otherwise, to resell such property from another
person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other person) or any commitment to make any such
advance, loan or extension (but excluding accounts receivable or deposits
arising in the ordinary course of business); (c) other than the Guarantees of
the Notes, the entering into by such person of any guarantee of, or other
credit support or contingent obligation with respect to, Indebtedness or other
liability of such other person; (d) the making of any capital contribution by
such person to such other person; and (e) the designation by the Board of
Directors of the Company of any person to be an Unrestricted Subsidiary. The
Company shall be deemed to make an "Investment" in an amount equal to the fair
market value of the net assets of any person (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such person, in
an amount equal to the Investments being made), at the time that such person
is designated an Unrestricted Subsidiary or, if such designation is made
pursuant to clause (i)(c) of the definition of Unrestricted Subsidiary, in an
amount equal to the sum of the Investments being made and the consideration
 
                                      69

 
paid by the Company and its Subsidiaries to effect such Acquisition
(excluding, for this purpose only, Qualified Capital Stock of the Company
issued in connection therewith). Any property transferred to an Unrestricted
Subsidiary from the Company or a Subsidiary of the Company, shall be deemed an
"Investment" valued at its fair market value at the time of such transfer.
 
  "Investor Group" means any one or more of the stockholders of Holdings
immediately prior to the Issue Date and any one or more Affiliates of such
persons.
 
  "Issue Date" means the date of first issuance of the Notes under the
Indenture.
 
  "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock and
by the Company and its Subsidiaries in respect of an Asset Sale plus, in the
case of an issuance of Qualified Capital Stock upon any exercise, exchange or
conversion of securities (including options, warrants, rights and convertible
or exchangeable debt) of the Company that were issued for cash on or after the
Issue Date, the amount of cash originally received by the Company upon the
issuance of such securities (including options, warrants, rights and
convertible or exchangeable debt) less, in each case, the sum of all payments,
fees, commissions and (in the case of Asset Sales, reasonable and customary),
expenses (including, without limitation, the fees and expenses of legal
counsel and investment banking fees and expenses) incurred in connection with
such Asset Sale or sale of Qualified Capital Stock, and, in the case of an
Asset Sale only, less the amount (estimated reasonably and in good faith by
the Company) of income, franchise, sales and other applicable taxes required
to be paid by the Company or any of its respective Subsidiaries in the current
or next succeeding taxable year of sale in connection with such Asset Sale.
 
  "New Credit Facility" means the credit agreement to be dated as of June 4,
1996 by and among the Company, Holdings, Bank of America NT & SA, individually
and as agent, and certain financial institutions, providing for (A) an
aggregate $45.0 million reducing revolving loan facility, and (B) an aggregate
$5.0 million working capital revolving credit facility, including any related
notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, as such credit agreement and/or related documents may
be amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent, trustee, representative
lenders or holders, and, subject to the proviso to the next succeeding
sentence, irrespective of any changes in the terms and conditions thereof.
Without limiting the generality of the foregoing, the term "New Credit
Facility" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders party to the New Credit Facility and shall also
include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to the New Credit Facility and all
refundings, refinancings and replacements of the New Credit Facility,
including any agreement (i) extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers
or guarantors thereunder, so long as borrowers and issuers include one or more
of the Company and its Subsidiaries and their respective successors and
assigns, or (iii) increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder, provided, however, that on the date such
Indebtedness is incurred it would not be prohibited by the covenant
"Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock."
 
  "Non-recourse Purchase Money Indebtedness" means Indebtedness of the Company
or its Subsidiaries to the extent that (i) under the terms thereof or pursuant
to law, no personal recourse may be had against the Company or its
Subsidiaries for the payment of the principal of or interest or premium on
such Indebtedness (or such portion), and enforcement of obligations on such
Indebtedness (or such portion) (except with respect to fraud, willful
misconduct, misrepresentation, misapplication of funds, reckless damage to
assets and undertakings with respect to environmental matters or construction
defects) is limited only to recourse against interests in specified assets and
property (the "Subject Assets"), accounts and proceeds arising therefrom, and
rights under purchase agreements or other agreements with respect to such
Subject Assets; (ii) such Indebtedness is incurred in connection with the
acquisition of such Subject Asset for the business of the Company or such
Subsidiaries, including Indebtedness assumed which Indebtedness existed at the
time of the acquisition of such Subject Asset; (iii) such Indebtedness was
incurred at the time of such acquisition of such Subject Asset; and (iv) no
proceeds from the sale of Existing Assets were used to acquire such Subject
Asset.
 
                                      70

 
  "Permitted Indebtedness" means any of the following:
 
    (a) the Company and the Guarantors may incur Indebtedness in respect of
  Capitalized Lease Obligations and Non-recourse Purchase Money Indebtedness
  in the ordinary course of business, in amounts and for the purposes
  customary in the Company's industry; provided, however, that the aggregate
  principal amount outstanding of such Indebtedness (including any
  Indebtedness issued to Refinance, refund or replace such Indebtedness)
  shall at no time exceed $10.0 million;
 
    (b) the Company may incur Indebtedness to any wholly owned Subsidiary
  Guarantor, and any Subsidiary Guarantor may incur Indebtedness to any
  wholly owned Subsidiary Guarantor or to the Company; provided, that such
  obligations shall be subordinated in all respects to the Company's or such
  Guarantor's obligations pursuant to its Guarantee of the Company's
  obligations pursuant to the Indenture and the Notes and
 
    (c) Indebtedness outstanding on the Issue Date after giving effect to the
  New Credit Facility.
 
  "Permitted Liens" means any of the following
 
    (a) Liens existing on the Issue Date (including Liens in favor of the
  Trustee arising under the Indenture and Liens securing Indebtedness
  permitted to be incurred pursuant to the New Credit Facility in compliance
  with paragraph (e) of the covenant "Limitation on Incurrence of Additional
  Indebtedness and Disqualified Capital Stock"), after giving effect to the
  implementation of the New Credit Facility, and any extension, renewal,
  replacement or refinancing, in whole or in part, of any such Lien so long
  as (1) the amount of security is not increased thereby, (2) the aggregate
  amount secured by such Lien after such extension, renewal, replacement or
  refinancing does not exceed (after deduction of reasonable and customary
  fees and expenses incurred in connection therewith) the aggregate amount
  secured thereby prior thereto and (3) the Indebtedness secured by such
  Lien, if any, is permitted under the covenant "Limitation on Incurrence of
  Additional Indebtedness and Disqualified Capital Stock;"
 
    (b) Liens for taxes, assessments or other governmental charges or claims
  not yet due or which are being contested in good faith and by appropriate
  proceedings by a person if adequate reserves or other appropriate
  provisions with respect thereto are maintained on the books of such person
  to the extent required in accordance with GAAP;
 
    (c) statutory Liens of carriers, warehousemen, mechanics, landlords,
  materialmen, repairmen or other like Liens arising by operation of law and
  Liens on deposits made to obtain the release of such Liens if (i) the
  underlying obligations are not overdue for a period of more than 60 days or
  (ii) such Liens are being contested in good faith and by appropriate
  proceedings by such person and adequate reserves with respect thereto are
  maintained on the books of such person in accordance with GAAP;
 
    (d) Liens securing the performance of bids, trade contracts (other than
  in connection with any borrowing of money or any commitment to loan any
  money or to extend any credit), leases, statutory obligations, surety and
  appeal bonds and other obligations of a like nature, and pledges or
  deposits in connection with workers' compensation, unemployment insurance
  and other types of social security legislation, in each case made or
  incurred in the ordinary course of business consistent with industry
  practices;
 
    (e) easements, rights-of-ways, zoning and similar restrictions and other
  similar encumbrances or title defects which, in the aggregate, are not
  substantial in amount, and which do not in any case materially detract from
  the value of the property subject thereto (as such property is used by such
  person) or interfere with the ordinary conduct of the business of such
  person; provided, that any such Liens are not incurred for the benefit of
  any borrowing of money or any commitment to loan any money or to extend any
  credit;
 
    (f) Liens arising by operation of law in connection with judgments to the
  extent, for an amount and for a period not resulting in an Event of Default
  with respect thereto;
 
    (g) Liens securing Non-recourse Purchase Money Indebtedness permitted to
  be incurred under the Indenture, provided, that each such Lien relates only
  to the property which is subject to such Non-recourse Purchase Money
  Indebtedness;
 
                                      71

 
    (h) any customary retention of title by the lessor under a Capitalized
  Lease Obligation incurred in compliance with the covenant "Limitation on
  Incurrence of Additional Indebtedness and Disqualified Capital Stock;"
 
    (i) Liens that secure Acquired Indebtedness, provided, in each case, that
  such Liens do not secure any other property or assets and were not put in
  place in connection with or in anticipation of such acquisition, merger or
  consolidation, and any extension, renewal, replacement or refinancing, in
  whole or in part, of any such Lien so long as (1) the amount of security is
  not increased thereby, (2) the aggregate amount secured by such Lien after
  such extension, renewal, replacement or refinancing does not exceed (after
  deduction of reasonable and customary fees and expenses incurred in
  connection therewith) the aggregate amount secured thereby prior thereto
  and (3) the Indebtedness secured by such Lien, if any, is permitted under
  the covenant "Limitation on Incurrence of Additional Indebtedness and
  Disqualified Capital Stock;"
 
    (j) Liens that secure Indebtedness incurred pursuant to clause (a) of the
  "Limitation on Incurrence of Additional Indebtedness and Disqualified
  Capital Stock" covenant, provided that (i) after giving effect on a pro-
  forma basis to such Incurrence and the use of proceeds thereof, the Debt
  Incurrence Ratio is no greater than 5 to 1 and (ii) that the aggregate
  amount secured by any such Lien does not exceed the aggregate amount of
  such Indebtedness; and
 
    (k) Liens that secure Indebtedness incurred under the New Credit Facility
  either (i) pursuant to clause (e) of the covenant "Limitation on Incurrence
  of Additional Indebtedness and Disqualified Capital Stock" and/or (ii)
  pursuant to clause (a) of the "Limitation on Incurrence of Additional
  Indebtedness and Disqualified Capital Stock" covenant, provided that (i)
  after giving effect on a pro forma basis to such Incurrence and the use of
  proceeds thereof, the Debt Incurrence Ratio is no greater than 5 to 1.
 
  "Public Equity Offering" means an underwritten offering of common stock of
the Company or Holdings pursuant to an effective registration statement under
the Securities Act after which the common stock of the Company or Holdings, as
applicable, is listed on a national securities exchange or quoted on the
Nasdaq National Market.
 
  "Qualified Capital Stock" means any Capital Stock of the Company that is not
Disqualified Capital Stock.
 
  "Qualified Exchange" means any defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of the
Company issued on or after the Issue Date with the Net Cash Proceeds received
by the Company from the substantially concurrent sale of Qualified Capital
Stock.
 
  "Reference Period" with regard to any person means the four full fiscal
quarters (or such lesser period during which such person has been in
existence) ended immediately preceding any date upon which any determination
is to be made pursuant to the terms of the Notes or the Indenture; provided,
however, that the Consolidated Fixed Charges of such person, to the extent
such person has been in existence for a shorter period than four full fiscal
quarters, shall be computed on an annualized basis.
 
  "Refinancing Indebtedness" means Indebtedness or Disqualified Capital Stock
(a) issued in exchange for, or the proceeds from the issuance and sale of
which are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or
(b) constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the
case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing) the lesser of (i) the principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, of the
Indebtedness or Disqualified Capital Stock so Refinanced and (ii) if such
Indebtedness being Refinanced was issued with an original issue discount, the
accreted value thereof (as determined in accordance with GAAP) at the time of
such Refinancing; provided, however, that (A) such Refinancing Indebtedness of
any Subsidiary of the Company shall only be used to Refinance outstanding
Indebtedness or Disqualified Capital Stock of such Subsidiary, (B) Refinancing
Indebtedness shall (x) not have an Average Life shorter than the Indebtedness
or Disqualified Capital Stock to be so refinanced at the time of such
Refinancing and (y) in all respects, be no less subordinated, if applicable,
to the rights of Holders of the
 
                                      72

 
Notes than was the Indebtedness or Disqualified Capital Stock to be refinanced
and (C) such Refinancing Indebtedness shall have no installment of principal
(or redemption payment) scheduled to come due earlier than the scheduled
maturity of any installment of principal of the Indebtedness or Disqualified
Capital Stock to be so refinanced which was scheduled to come due prior to the
Stated Maturity.
 
  "Related Business" means the business conducted by the Company and its
Subsidiaries as of the Issue Date and any and all businesses that in the good
faith judgment of the Board of Directors of the Company are materially related
businesses.
 
  "Restricted Investment" means, in one or a series of related transactions,
any Investment, other than (a) in Cash Equivalents, (b) intercompany notes to
the extent permitted under "Permitted Indebtedness," (c) Investments in
existence on the Issue Date and (d) Investments in wholly owned Subsidiary
Guarantors (including Investments as a direct result of which the surviving
entity is or becomes the Company or a direct wholly owned Subsidiary
Guarantor).
 
  "Restricted Payment" means, with respect to any person, (a) the declaration
or payment of any dividend or other distribution in respect of Capital Stock
of such person or any Subsidiary of such person, (b) any payment on account of
the purchase, redemption or other acquisition or retirement for value of
Capital Stock of such person or any Subsidiary of such person, (c) any
purchase, redemption, or other acquisition or retirement for value of, any
payment in respect of any amendment of the terms of or any defeasance of, any
Subordinated Indebtedness, directly or indirectly, by such person or a
Subsidiary of such person prior to the scheduled maturity, any scheduled
repayment of principal, or scheduled sinking fund payment, as the case may be,
of such Indebtedness and (d) any Restricted Investment by such person;
provided, however, that the term "Restricted Payment" does not include (i) any
dividend, distribution or other payment on or with respect to Capital Stock of
an issuer to the extent payable solely in shares of Qualified Capital Stock of
such issuer; (ii) any dividend, distribution or other payment to the Company
or to any of its Subsidiaries by the Company or any of its Subsidiaries,
provided, however, that such payment by a Subsidiary which is not wholly owned
by the Company and/or its wholly owned Subsidiaries shall constitute a
"Restricted Payment" to the extent not paid on a pro rata basis in accordance
with its organizational documents as in effect on the later of the Issue Date
and the time such person first became a Subsidiary of the Company; or (iii)
loans or advances to any Subsidiary Guarantor the proceeds of which are used
by such Subsidiary Guarantor in a Related Business activity of such Subsidiary
Guarantor.
 
  "Significant Subsidiary," with respect to any person, means a Subsidiary of
such person which, as of the end of such person's most recent fiscal quarter,
had a Consolidated Tangible Net Worth equal to at least 5% of the Consolidated
Tangible Net Worth of such person as of such date.
 
  "Stated Maturity," when used with respect to any Note, means June 1, 2003.
 
  "Strategic Investors" means any person whose principal line of business
activity is a Related Business and (a) whose total market capitalization is in
excess of $500.0 million as measured by the sum of the aggregate principal
dollar amount of its Indebtedness and the aggregate dollar value of its
Capital Stock (as measured by the per share price of its Capital Stock
multiplied by the number of outstanding shares of such Capital Stock) or (b)
in the case of a person without publicly traded Capital Stock whose private
market value, as determined by the Board of Directors of the Company
consistent with advice obtained from an independent, nationally recognized
investment banking firm, is in excess of $500.0 million.
 
  "Subordinated Indebtedness" means Indebtedness of the Company or a
Subsidiary that is subordinated in right of payment to the Notes or, if
applicable, a Guarantee in respect thereof in any respect, or has a stated
maturity on or after the Stated Maturity.
 
  "Subsidiary," with respect to any person, means (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to
elect directors is at the time, directly or indirectly, owned by such person,
by such person and one or more Subsidiaries of such person or by one or more
Subsidiaries of such person, (ii) a partnership in which a person or a
subsidiary of such person is, at the date of determination, a
 
                                      73

 
general partner of such partnership and in which such person or a subsidiary
of such person has a majority of the economic interests or (iii) any other
person (other than a corporation) in which such person, one or more
Subsidiaries of such person, or such person and one or more Subsidiaries of
such person, directly or indirectly, at the date of determination thereof has
at least majority ownership interest. Notwithstanding the foregoing, an
Unrestricted Subsidiary shall not be a Subsidiary of the Company or of any
Subsidiary of the Company.
 
  "Tax Sharing Agreement" means any agreements between the Company and
Holdings pursuant to which the Company may make payments to Holdings with
respect to the Company's Federal, state, or local income or franchise tax
liabilities where the Company is included in a consolidated, unitary or
combined return filed by Holdings; provided, however, that the payment by the
Company under such agreement may not exceed the liability of the Company for
such taxes if it had filed its income tax returns as a separate company.
 
  "Unrestricted Subsidiary" means any subsidiary of the Company that does not
own any Capital Stock of, or own or hold any Lien on any property of, the
Company or any Subsidiary of the Company and that, at the time of
determination, shall be an Unrestricted Subsidiary (as designated by the Board
of Directors of the Company); provided, however, that such subsidiary shall
not engage, to any substantial extent, in any line or lines of business
activity other than a Related Business, and immediately prior thereto and
after giving pro forma effect to such designation (i) either (a) the Company
could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence
Ratio in paragraph (a) of the covenant "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock," (b) such subsidiary, at the time
of designation, has no assets or (c) such subsidiary is designated an
"Unrestricted Subsidiary" at the time of Acquisition by the Company or its
Subsidiaries and (ii) there would not exist a Default or Event of Default. The
Board of Directors of the Company may designate any Unrestricted Subsidiary to
be a Subsidiary, provided, that (i) no Default or Event of Default is existing
or will occur as a consequence thereof and (ii) immediately after giving
effect to such designation, on a pro forma basis, the Company could incur at
least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio in paragraph
(a) of the covenant "Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock." Each such designation shall be evidenced by
filing with the Trustee a certified copy of the resolution giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.
 
BOOK-ENTRY, DELIVERY AND FORM
 
  Except as set forth below, the Exchange Notes will initially be issued in
the form of one or more registered notes in global form (the "Global
Securities"). Each Global Security will be deposited on the Issue Date of the
Exchange Notes, with, or on behalf of, The Depository Trust Company (the
"Depositary"), and registered in the name of Cede & Co., as nominee of the
Depositary. Interests in Global Exchange Notes will be available for purchase
only by "qualified institutional buyers," as defined in Rule 144A under the
Securities Act ("QIBs").
 
  Exchange Notes that are (i) originally issued to or transferred to
institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act, who are not QIBs or to any other persons who
are not QIBs or (ii) issued as described below under "Certificated
Securities," will be issued in registered form (the "Certificated
Securities"). Upon the transfer to a QIB of Certificated Securities, such
Certificated Securities will, unless the Global Security has previously been
exchanged for Certificated Securities, be exchanged for an interest in the
Global Security representing the principal amount of Exchange Notes being
transferred. For a description of the restrictions on the transfer of
Certificated Securities, see "Plan of Distribution."
 
  The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with Depositary. The Depositary also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities
 
                                      74

 
brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to the Depositary's system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules applicable to the
Depositary and its Participants are on file with the Commission.
 
  The issuance of Exchange Notes under the Depositary's system must be made by
or through Direct Participants, which will receive a credit for the Exchange
Notes on the Depositary's records. The ownership interest of each QIB that
purchases an Exchange Note ("Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Exchange Notes, except in the
event that use of the book-entry system for the Exchange Notes is
discontinued.
 
  To facilitate subsequent transfers, all Exchange Notes deposited by
Participants with the Depositary are registered in the name of the
Depositary's partnership nominee, Cede & Co. The deposit of Exchange Notes
with the Depositary and their registration in the name of Cede & Co. effect no
change in beneficial ownership. The Depositary has no knowledge of the actual
Beneficial Owners of the Exchange Notes; the Depositary's records reflect only
the identity of the Direct Participants to whose accounts such Exchange Notes
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
 
  Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
 
  Redemption notices shall be sent to Cede & Co. If less than all of the
Exchange Notes are being redeemed, the Depositary's practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.
 
  Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Exchange Notes. Under its usual procedures, the Depositary mails an
Omnibus Proxy to the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
 
  Principal, interest and premium payments on the Exchange Notes will be made
to the Depositary. The Depositary's practice is to credit Direct Participants
accounts on payable date in accordance with their respective holdings shown on
the Depositary's records unless the Depositary has reason to believe that it
will not receive payment on payable date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the responsibility
of such Participant and not of the Depositary, Agent or the Company, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to the Depositary is the
responsibility of the Company or Agent, disbursement of such payments to
Direct Participants shall be the responsibility of the Depositary, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
 
  A Beneficial Owner shall give notice to elect to have its Exchange Notes
purchased or tendered, through its Participant, to any Tender Agent, and shall
effect delivery of such Securities by causing the Direct Participant to
 
                                      75

 
transfer the Participant's interest in the Exchange Notes, on the Depositary's
records, to the Tender Agent. The requirement for physical delivery of
Exchange Notes in connection with an optional tender or a mandatory purchase
will be deemed satisfied when the ownership rights in the Exchange Notes are
transferred by Direct Participants on the Depositary's records and followed by
a book-entry credit of rendered Securities to the Tender Agent's account.
 
  The Depository may discontinue providing its services as securities
depository with respect to the Exchange Notes at any time by giving reasonable
notice to the Company or its Agent. Under such circumstances, in the event
that a successor securities depository is not obtained, Certificated
Securities are required to be printed and delivered.
 
  The Company may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor securities depository). In
that event, Certificated Securities will be printed and delivered.
 
  The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
 
  Certificated Securities
 
  If (i) the Company notifies the Trustee in writing that the Depositary is no
longer willing or able to act as a depository and the Company is unable to
locate a qualified successor within 90 days or (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance
of Exchange Notes in definitive form under the Indenture, then, upon surrender
by the Depositary of its Global Security, Certificated Securities will be
issued to each person that the Depositary identifies as the beneficial owner
of the Exchange Notes represented by the Global Note. In addition, subject to
certain conditions, any person having a beneficial interest in a Global
Security may, upon request to the Trustee, exchange such beneficial interest
for Certificated Securities. Upon any such issuance, the Trustee is required
to register such Certificated Securities in the name of such person or persons
(or the nominee of any thereof), and cause the same to be delivered thereto.
 
  Neither the Company nor the Trustee shall be liable for any delay by the
Depositary or any Participant or Indirect Participant in identifying the
beneficial owners of the related Exchange Notes and each such person may
conclusively rely on, and shall be protected in relying on, instructions from
the Depositary for all purposes (including with respect to the registration
and delivery, and the respective principal amounts, of the Exchange Notes to
be issued).
 
  The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources the Company believes to be reliable. The
Company will have no responsibility for the performance by DTC or its
Participants of their respective obligations as described hereunder and under
the rules and procedures governing their respective obligations.
 
  Same-Day Funds Settlement and Payment
 
  The Indenture requires that payments in respect of the Exchange Notes
represented by the Global Note (including principal, premium, if any, interest
and Liquidated Damages, if any) be made by wire transfer of immediately
available funds to the accounts specified by the registered holder of the
Global Note. With respect to Certificated Securities, the Company will make
all payments of principal, premium, if any, interest and Liquidated Damages,
if any, by wire transfer of immediately available funds to the accounts
specified by the holders thereof or, if no such account is specified, by
mailing a check to each such holder's registered address. Secondary trading in
long-term notes and debentures of corporate issuers is generally settled in
clearing-house or next-day funds. In contrast, the Exchange Notes represented
by the Global Note are expected to be eligible to trade in the PORTAL market
and to trade in the Depositary's Same-Day Funds Settlement System, and any
permitted secondary market trading activity in such Exchange Notes will,
therefore, be required by the Depositary to be settled in immediately
available funds. The Company expects that secondary trading in the
Certificated Securities will also be settled in immediately available funds.
 
                                      76

 
                      DESCRIPTION OF NEW CREDIT FACILITY
 
  Simultaneously with the consummation of the Offerings, the Company entered
into credit agreement dated as of June 4, 1996 (the "New Credit Facility")
with a syndicate of financial institutions for whom Bank of America NT & SA is
acting as agent. The New Credit Facility provides for (i) a six-year reducing
revolving credit facility with aggregate availability of $45 million (the
"Reducing Revolver Commitment") and (ii) a $5 million six-year working capital
revolving credit facility (the "Working Capital Revolver"). The following
description is a summary of the material terms and conditions of the New
Credit Facility. This summary does not purport to be a complete description of
the New Credit Facility and is subject to the detailed provisions of the loan
agreement and various related documents entered into in connection with the
New Credit Facility.
 
  Borrowings under the New Credit Facility will be secured by substantially
all of the assets of the Company and its Subsidiaries, including their equity
interests, and by the stock of the Company and are guaranteed by such
Subsidiaries and by Holdings. Borrowings under the Reducing Revolver
Commitment may be used to fund future acquisitions of golf courses and to fund
upgrade capital expenditures at such courses and certain capital improvements
at existing courses. Borrowings under the Working Capital Revolver may be used
for maintenance, capital expenditures and other general corporate purposes,
including working capital and certain dividends to Holdings. In addition, the
New Credit Facility provides that the Company may not make any acquisitions or
upgrade capital expenditures, when Funded Debt plus certain projected upgrade
capital expenditures are initially greater than 6.5x of Adjusted EBITDA (each
such term as defined in the New Credit Facility), calculated as provided
therein.
 
  Amounts borrowed will bear interest at rates, selected at the Company's
option from time to time, based on a base rate or the Eurodollar rate, in each
case plus a fluctuating percentage based on the Company's ratio of Funded Debt
plus certain projected upgrade capital expenditures to Adjusted EBITDA (each
such term as defined in the New Credit Facility), calculated as provided
therein.
 
  Beginning on September 30, 1998, the Reducing Revolver Commitment will
reduce quarterly, with annual reductions of approximately $4.4 million in
1998, approximately $12.1 million in 1999, approximately $15.4 million in
2000, approximately $15.4 million in 2001 and approximately $7.7 million in
2002. In addition, the New Credit Facility provides for mandatory prepayments
of (i) all net proceeds of certain asset sales, subject to certain exceptions,
(ii) all net proceeds of certain debt issuances, subject to certain exceptions
and (iii) 50% of the net proceeds from certain equity issuances. Such
mandatory prepayments will be applied first to permanently reduce the Reducing
Revolver Commitment (and outstanding loans) and secondly to permanently reduce
the Working Capital Revolver (and outstanding loans).
 
  The obligations of the lenders under the New Credit Facility to advance
funds are subject to certain conditions customary in secured credit
facilities. In addition, the Company is subject to certain customary
affirmative and negative covenants contained in the New Credit Facility,
including without limitation covenants that restrict, subject to specified
exceptions, (i) the incurrence of additional indebtedness and other
obligations, (ii) a merger or acquisition, (iii) asset sales, (iv) the
granting of liens, (v) prepayment or repurchase of other indebtedness, (vi)
the granting of guarantees, (vii) the payments of dividends and other
restricted payments, (viii) certain upgrade capital expenditures and (ix)
modifications of certain material agreements. Certain of these covenants may
be more restrictive than those in favor of holders of the Notes as described
herein and as set forth in the Indenture. In addition, the New Credit Facility
requires that the Company maintain certain specified financial covenants,
including minimum interest and fixed charge coverage ratios, a minimum net
worth and maximum Funded Debt plus certain upgrade capital expenditures to
Adjusted EBITDA and Bank Debt to Adjusted EBITDA ratios (calculated as
provided therein).
 
  The New Credit Facility provides for customary events of default, including
without limitation events of default relating to (i) failure to pay principal,
interest or fees, (ii) breach of covenants, representations or warranties,
(iii) cross default to other indebtedness (including the Senior Notes) or
material contracts, (iv) bankruptcy, (v) change in control, (vi) material
adverse effect and (vii) material judgments. The occurrence of any of such
events of default could result in acceleration of the Company's obligations
under the New Credit Facility and foreclosure on the collateral securing such
obligations, which would have material adverse results to holders of the
Notes.
 
                                      77

 
                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
  In the opinion of Latham & Watkins, counsel to the Company, the following
discussion describes the material federal income tax consequences expected to
result to holders whose Private Notes are exchanged for Exchange Notes in the
Exchange Offer. Such opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), applicable Treasury
regulations, judicial authority and administrative rulings and practice. There
can be no assurance that the Internal Revenue Service ("the Service") will not
take a contrary view, and no ruling from the Service has been or will be
sought with respect to the Exchange Offer. Legislative, judicial or
administrative changes or interpretations may be forthcoming that could alter
or modify the statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect the tax
consequences to holders. Certain holders (including insurance companies, tax-
exempt organizations, financial institutions, broker-dealers, foreign
corporations and persons who are not citizens or residents of the United
States) may be subject to special rules not discussed below. EACH HOLDER OF
PRIVATE NOTES SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF EXCHANGING PRIVATE NOTES FOR EXCHANGE NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN LAWS.
 
  The exchange of Private Notes for Exchange Notes will be treated as a "non-
event" for federal income tax purposes because the Exchange Notes will not be
considered to differ materially in kind or extent from the Private Notes. As a
result, no material federal income tax consequences will result to holders
exchanging Private Notes for Exchange Notes.
 
                             PLAN OF DISTRIBUTION
 
  Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. This Prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer
in connection with the resales of Exchange Notes received in exchange for
Private Notes where such Private Notes were acquired as a result of market-
making activities or other trading activities. The Company has agreed that for
a period of up to 180 days after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer that
requests such document in the Letter of Transmittal for use in connection with
any such resale.
 
  The Company will not receive any proceeds from any sale of Exchange Notes by
broker-dealers or any other persons. Exchange Notes received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Notes. Any broker-dealer that resells Exchange Notes that were
received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Notes
may be deemed to be an "underwriter" within the meaning of the Securities Act
and any profit on any such resale of Exchange Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
 
  The Company has agreed to pay all expenses incident to the Company's
performance of, or compliance with, the Registration Rights Agreement and will
indemnify the holders of Private Notes (including any broker-dealers), and
certain parties related to such holders, against certain liabilities,
including liabilities under the Securities Act.
 
                                      78

 
                                 LEGAL MATTERS
 
  The validity of the Exchange Notes offered hereby will be passed upon for
the Company by Latham & Watkins, Los Angeles, California. Certain partners of
Latham & Watkins, members of their respective families, related persons and
others have an indirect interest, through Brentwood, in less than 1% of the
outstanding stock of Holdings, but do not have the power to vote or dispose of
such interests.
 
                                    EXPERTS
 
  The consolidated financial statements of Cobblestone Golf Group, Inc. as of
September 30, 1994 and 1995 and for each of the three years in the period
ended September 30, 1995, the statements of operations of the Lakeway Country
Club for the year ended December 31, 1993 and 1994 and for the three months
ended March 31, 1995, the combined statements of operations of the Stonebridge
Country Club and the Ranch Country Club for the year ended December 31, 1993
and the eleven and a half months ended December 31, 1994, the statements of
operations of the Brandermill Country Club for the year ended December 31,
1994 and the two months ended February 28, 1995, the statements of operations
of the Pecan Grove Country Club for the year ended December 31, 1993 and the
month ended January 31, 1994, the statement of operations of the Ocean Vista
Land Company for the five months ended May 31, 1993, and the statement of
operations of the Saticoy Regional Golf Course for the two and a half months
ended March 12, 1993, appearing in this Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of said firm as experts in accounting and
auditing.
 
  The financial statements of Sweetwater Golf Partnership as of December 31,
1994 and 1995 and for each of the three years in the period ended December 31,
1995 included in this Prospectus have been so included in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
 
  The financial statements of Brandermill Country Club, L.P. at December 31,
1993, and for the year then ended, included in this Prospectus and in the
Registration Statement have been audited by BDO Seidman, LLP, independent
certified public accountants, as set forth in their report appearing elsewhere
herein and in the Registration Statement, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
 
                             AVAILABLE INFORMATION
 
  The Company has filed with the Commission a Registration Statement on Form
S-4 under the Securities Act with respect to the Exchange Notes offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in
the Registration Statement. For further information with respect to the
Company and the Exchange Notes offered hereby, reference is made to the
Registration Statement, including the exhibits thereto and the financial
statements, notes and schedules filed as a part thereof. As a result of the
Exchange Offer, the Company will become subject to the informational
requirements of the Exchange Act. The Registration Statement (and the exhibits
and schedules thereto), as well as the periodic reports and other information
filed by the Company with the Commission, may be inspected and copied at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, New York, New York 10048 and Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
6061-2511. Copies of such materials may be obtained from the Public Reference
Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and its public reference facilities in New York, New
York and Chicago, Illinois at the prescribed rates. The Commission also
maintains a web site (located at http://www.sec.gov) that contains reports,
proxy and information statements and
 
                                      79

 
other information regarding registrants that file electronically with the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference.
 
  Pursuant to the Indenture, the Company has agreed to furnish to the Trustee
and to registered holders of the Notes, without cost to the Trustee or such
registered holders, copies of all reports and other information that would be
required to be filed by the Company with the Commission under the Exchange
Act, whether or not the Company is then required to file reports with the
Commission. As a result of this Exchange Offer, the Company will become
subject to the periodic reporting and other informational requirements of the
Exchange Act. In the event that the Company ceases to be subject to the
informational requirements of the Exchange Act, the Company has agreed that,
so long as any Notes remain outstanding, it will file with the Commission (but
only if the Commission at such time is accepting such voluntary filings) and
distribute to holders of the Notes copies of the financial information that
would have been contained in such annual reports and quarterly reports,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations," that would have been required to be filed with the
Commission pursuant to the Exchange Act. However, the Commission does not
generally accept for filing any Exchange Act reports submitted by registrants
that are not subject to the reporting requirements of that Act. The Company
will also furnish such other reports as it may determine or as may be required
by law.
 
  The principal address of the Company is 3702 Via de la Valle, Suite 202, Del
Mar, California 92104, and the Company's telephone number is (619) 794-2602.
 
                                      80

 
                          COBBLESTONE GOLF GROUP, INC.
 
                         INDEX TO FINANCIAL STATEMENTS


                                                                           PAGE
                                                                           ----
                                                                        
Consolidated Financial Statements of Cobblestone Golf Group, Inc.
  Report of Ernst & Young LLP, Independent Auditors.......................  F-2
  Consolidated Balance Sheets--September 30, 1994 and 1995 and June 30,
   1996 (unaudited).......................................................  F-3
  Consolidated Statements of Operations--for the years ended September 30,
   1993, 1994 and 1995, and for the nine months ended June 30, 1995 and
   1996 (unaudited).......................................................  F-4
  Consolidated Statements of Stockholders' Equity--for the years ended
   September 30, 1992, 1993, 1994, and 1995, and for the nine months ended
   June 30, 1996 (unaudited)..............................................  F-5
  Consolidated Statements of Cash Flows--for the years ended September 30,
   1993, 1994 and 1995, and for the nine months ended June 30, 1995 and
   1996 (unaudited).......................................................  F-6
  Notes to Consolidated Financial Statements--September 30, 1995 and June
   30, 1996 (unaudited)...................................................  F-7
Financial Statements of Sweetwater Golf Partnership
  Report of Independent Accountants....................................... F-20
  Balance Sheet--December 31, 1994, December 31, 1995 and June 30, 1996
   (unaudited)............................................................ F-21
  Statement of Operations--For the three years ended December 31, 1995,
   and the six months ended June 30, 1995 and 1996 (unaudited)............ F-22
  Statement of Partners' Capital (Deficit)--For the two years ended
   December 31, 1995, and the six months ended June 30, 1996 (unaudited).. F-23
  Statement of Cash Flows--For the three years ended December 31, 1995,
   and the six months ended June 30, 1995 and 1996 (unaudited)............ F-24
  Notes to Financial Statements........................................... F-26
Financial Statements of Lakeway Country Club
  Report of Ernst & Young LLP, Independent Auditors....................... F-30
  Statements of Operations--For the years ended December 31, 1993 and 1994
   and for the three months ended March 31, 1995.......................... F-31
  Note to Statements of Operations........................................ F-32
Combined Financial Statements of Stonebridge Country Club and The Ranch
 Country Club
  Report of Ernst & Young LLP, Independent Auditors....................... F-33
  Statements of Operations--For the year ended December 31, 1993 and the
   eleven and a half months ended December 15, 1994....................... F-34
  Notes to Statements of Operations....................................... F-35
Financial Statements of Brandermill Country Club
  Report of Ernst & Young LLP, Independent Auditors....................... F-36
  Statements of Operations--For the year ended December 31, 1994 and the
   two months ended February 28, 1995..................................... F-37
  Note to Statements of Operations........................................ F-38
Financial Statements of Brandermill Country Club
  Report of Independent Auditors.......................................... F-39
  Balance Sheet--December 31, 1993........................................ F-40
  Statement of Operations for the year ended December 31, 1993............ F-41
  Statement of Partners' Deficit for the year ended December 31, 1993..... F-42
  Statement of Cash Flows for the year ended December 31, 1993............ F-43
  Summary of Accounting Policies.......................................... F-44
  Notes to Financial Statements........................................... F-45
Financial Statements of Pecan Grove Plantation Country Club
  Report of Ernst & Young LLP, Independent Auditors....................... F-47
  Statements of Income--For the year ended December 31, 1993 and the month
   ended
   January 31, 1994....................................................... F-48
  Notes to Statements of Income........................................... F-49
Financial Statements of Ocean Vista Land Company
  Report of Ernst & Young LLP, Independent Auditors....................... F-51
  Statement of Income--For the five months ended May 31, 1993............. F-52
  Note to Statement of Income............................................. F-53
Financial Statements of Saticoy Regional Golf Course
  Report of Ernst & Young LLP, Independent Auditors....................... F-54
  Statement of Operations--For the two and a half months ended March 12,
   1993................................................................... F-55
  Note to Statement of Operations......................................... F-56
Unaudited Pro Forma Consolidated Financial Information.................... F-57
  Unaudited Pro Forma Consolidated Statement of Operations--for the year
   ended September 30, 1995............................................... F-58
  Notes to Unaudited Pro Forma Consolidated Statement of Operations--for
   the year ended September 30, 1995...................................... F-59
  Unaudited Pro Forma Consolidated Statement of Operations--for the nine
   months ended June 30, 1996............................................. F-60
  Notes to Unaudited Pro Forma Consolidated Statement of Operations--for
   the nine months ended June 30, 1996.................................... F-61
  Unaudited Pro Forma Consolidated Balance Sheet--June 30, 1996........... F-62
  Notes to Unaudited Pro Forma Consolidated Balance Sheet--June 30, 1996.. F-63

 
                                      F-1

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying consolidated balance sheets of Cobblestone
Golf Group, Inc. as of September 30, 1994 and 1995, and the related
consolidated statements of operations, stockholders' equity (net capital
deficiency) and cash flows for each of the three years in the period ended
September 30, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Cobblestone
Golf Group, Inc. at September 30, 1994 and 1995, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended September 30, 1995, in conformity with generally accepted accounting
principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
December 8, 1995
 
                                      F-2

 
                          COBBLESTONE GOLF GROUP, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 


                                        SEPTEMBER 30,
                                   -------------------------      JUNE 30,
                                      1994          1995            1996
                                   -----------  ------------  -----------------
                                                              (UNAUDITED)
                                                               
ASSETS
Current assets:
 Cash and cash equivalents........ $ 1,298,671  $    820,608  $  1,841,057
 Accounts receivable, net of
  allowance for doubtful accounts
  of $67,000 and $76,000 at
  September 30, 1994 and 1995 and
  $162,000 at June 30, 1996
  (unaudited).....................   1,261,015     2,542,122     2,469,851
 Current portion of notes
  receivables, net................         --        862,922     1,592,206
 Inventory........................     723,102     1,439,063     1,950,223
 Prepaid expenses and other
  current assets..................     283,463       585,398       452,747
                                   -----------  ------------  ------------
   Total current assets...........   3,566,251     6,250,113     8,306,084
Property, equipment and leasehold
 interests, net...................  73,734,237   128,000,304   138,161,490
Notes receivable, net.............         --      3,315,393     3,745,263
Intangible assets, net of
 accumulated amortization of
 $508,000 and $910,000 at
 September 30, 1994 and 1995 and
 $831,000 at June 30, 1996
 (unaudited)......................   4,603,066     4,190,860     3,969,931
Other assets, net.................   4,193,215     5,233,473     3,847,212
                                   -----------  ------------  ------------
                                   $86,096,769  $146,990,143  $158,029,980
                                   ===========  ============  ============
LIABILITIES AND STOCKHOLDERS'
 EQUITY
Current liabilities:
 Accounts payable................. $ 1,182,439  $  2,788,114  $  1,349,985
 Accrued payroll and related
  expenses........................     835,426     1,092,232     1,686,971
 Accrued interest expense.........     154,576       628,344       670,833
 Accrued property taxes...........     520,667     1,038,856       675,330
 Deferred revenue.................     965,890     1,221,305     1,967,909
 Current portion of long-term debt
  and capital lease obligations...     895,406     1,686,275       441,552
 Current portion of deferred
  purchase price..................         --        441,427       248,329
 Income taxes payable.............         --        842,241         7,196
 Other current liabilities........     269,450       479,541       495,619
                                   -----------  ------------  ------------
   Total current liabilities......   4,823,854    10,218,335     7,543,724
Long-term debt and capital lease
 obligations......................  44,194,386    85,013,950    77,094,527
Note payable to
 stockholder/officer..............     211,310       217,754       222,971
Deferred purchase price...........         --      1,108,573       924,692
Long-term deferred revenue........     790,000     2,777,481     2,481,326
Deferred income taxes.............   4,184,000     3,877,000     3,458,583
Minority interest.................     431,675       407,175       380,984
Commitments
Stockholders' equity:
 Redeemable preferred stock, $.01
  par value
 Authorized shares--450,000
 Issued and outstanding shares--
  343,625 and 430,757 at
  September 30, 1994 and 1995 and
  430,757 at June 30, 1996
  (unaudited)
 Liquidation preference of
  $43,075,700 at September 30,
  1995 and June 30, 1996..........       3,436         4,307         4,307
 Common stock, $.01 par value:
 Authorized shares--200,000
 Issued and outstanding shares--
  109,090 and 134,829 at
  September 30, 1994 and 1995 and
  134,829 at June 30, 1996
  (unaudited).....................       1,091         1,348         1,348
 Paid-in capital..................  33,715,908    46,328,923    75,064,620
 Accumulated deficit..............  (2,258,891)   (2,964,703)   (9,147,102)
                                   -----------  ------------  ------------
Total stockholders' equity........  31,461,544    43,369,875    65,923,173
                                   -----------  ------------  ------------
                                   $86,096,769  $146,990,143  $158,029,980
                                   ===========  ============  ============

 
                            See accompanying notes.
 
                                      F-3

 
                          COBBLESTONE GOLF GROUP, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 


                                                                NINE MONTHS ENDED JUNE
                               YEAR ENDED SEPTEMBER 30,                   30,
                          ------------------------------------  ------------------------
                             1993        1994         1995         1995         1996
                          ----------  -----------  -----------  -----------  -----------
                                                              
Operating revenues:
  Green fees, cart
   rental fees, practice
   facility fees, dues
   and initiation fees..  $3,778,299  $18,512,784  $38,043,441  $24,721,671  $31,760,988
  Food and beverage
   revenues.............   1,553,739    3,677,988    7,034,407    5,015,078    6,886,496
  Pro shop sales........     617,958    1,758,423    3,311,062    2,368,947    3,403,735
  Other.................     557,109      943,559    1,473,869      840,037    1,664,652
                          ----------  -----------  -----------  -----------  -----------
    Total operating
     revenues...........   6,507,105   24,892,754   49,862,779   32,945,733   43,715,871
Operating expenses:
  Golf course
   operations...........   3,520,135   14,341,609   29,591,886   19,527,270   25,860,509
  Cost of food and
   beverage.............     531,252    1,312,960    2,613,295    1,850,041    2,331,328
  Cost of pro shop
   sales................     132,704    1,163,546    2,221,330    1,546,929    2,259,311
  General and
   administrative.......   1,620,166    1,996,991    2,517,423    1,807,678    2,595,799
  Depreciation and
   amortization.........     825,245    3,468,357    6,144,430    4,206,584    5,353,224
                          ----------  -----------  -----------  -----------  -----------
    Total operating
     expenses...........   6,629,502   22,283,463   43,088,364   28,938,502   38,400,171
                          ----------  -----------  -----------  -----------  -----------
Income (loss) from oper-
 ations.................    (122,397)   2,609,291    6,774,415    4,007,231    5,315,700
Interest expense, net...    (529,720)  (3,515,752)  (8,019,072)  (5,541,417)  (7,840,218)
Gain on insurance
 settlement.............         --           --       746,845          --           --
Minority interest.......    (193,985)         --           --           --           --
                          ----------  -----------  -----------  -----------  -----------
Loss before income taxes
 and extraordinary
 item...................    (846,102)    (906,461)    (497,812)  (1,534,186)  (2,524,518)
Provision for income
 taxes..................       6,400       71,931      208,000       32,569      137,480
                          ----------  -----------  -----------  -----------  -----------
Loss before extraordi-
 nary item..............    (852,502)    (978,392)    (705,812)  (1,566,755)  (2,661,998)
Extraordinary item......         --      (427,997)         --           --    (3,520,401)
                          ----------  -----------  -----------  -----------  -----------
Net loss................  $ (852,502) $(1,406,389) $  (705,812) $(1,566,755) $(6,182,399)
                          ==========  ===========  ===========  ===========  ===========

 
 
                            See accompanying notes.
 
                                      F-4

 
                          COBBLESTONE GOLF GROUP, INC.
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 


                             REDEEMABLE
                          PREFERRED STOCK   COMMON STOCK                               TOTAL
                          ---------------- --------------   PAID-IN   ACCUMULATED  STOCKHOLDERS'
                           SHARES  AMOUNT  SHARES  AMOUNT   CAPITAL     DEFICIT       EQUITY
                          -------- ------- ------- ------ ----------- -----------  -------------
                                                              
Balance at September 30,
 1992...................       --  $   --      --  $  --  $       --  $       --    $       --
 Issuance of Series A
  preferred stock for
  cash, net of issuance
  costs of $623,075.....   254,178   2,542     --     --   24,792,183         --     24,794,725
 Issuance for Series A
  preferred stock for
  assets and for
  ownership interest in
  consolidated
  subsidiary............     4,547      45     --     --      380,755         --        380,800
 Issuance of Series B
  preferred stock for
  cash, net of issuance
  costs of $54,180......    20,000     200     --     --    1,945,620         --      1,945,820
 Issuance of common
  stock for cash........       --      --  104,250  1,043     103,207         --        104,250
 Net loss...............       --      --      --     --          --     (852,502)     (852,502)
                          -------- ------- ------- ------ ----------- -----------   -----------
Balance at September 30,
 1993...................   278,725   2,787 104,250  1,043  27,221,765    (852,502)   26,373,093
 Issuance of Series A
  preferred stock for
  cash..................    64,900     649     --     --    6,489,351         --      6,490,000
 Issuance of common
  stock for cash........       --      --    4,840     48       4,792         --          4,840
 Net loss...............       --      --      --     --          --   (1,406,389)   (1,406,389)
                          -------- ------- ------- ------ ----------- -----------   -----------
Balance at September 30,
 1994...................   343,625   3,436 109,090  1,091  33,715,908  (2,258,891)   31,461,544
 Issuance of Series A
  preferred stock for
  cash, net of $83,376
  in issuance costs.....    87,132     871     --     --    8,628,953         --      8,629,824
 Issuance of common
  stock for cash........       --      --   25,739    257   3,984,062         --      3,984,319
 Net loss...............       --      --      --     --          --     (705,812)     (705,812)
                          -------- ------- ------- ------ ----------- -----------   -----------
Balance at September 30,
 1995...................   430,757   4,307 134,829  1,348  46,328,923  (2,964,703)   43,369,875
Contribution of capital
 by Holdings............       --      --      --     --   28,735,697         --     28,735,697
 Net loss (unaudited)...       --      --      --     --          --   (6,182,399)   (6,182,399)
                          -------- ------- ------- ------ ----------- -----------   -----------
Balance at June 30, 1996
 (unaudited)............   430,757 $ 4,307 134,829 $1,348 $75,064,620 $(9,147,102)  $65,923,173
                          ======== ======= ======= ====== =========== ===========   ===========

 
 
                            See accompanying notes.
 
                                      F-5

 
                          COBBLESTONE GOLF GROUP, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 


                                                                       NINE MONTHS ENDED
                                 YEAR ENDED SEPTEMBER 30,                   JUNE 30,
                          ----------------------------------------  -------------------------
                              1993          1994          1995          1995         1996
                          ------------  ------------  ------------  ------------  -----------
                                                                          (UNAUDITED)
                                                                   
OPERATING ACTIVITIES
Net loss................  $   (852,502) $ (1,406,389) $   (705,812) $ (1,566,755) $(6,182,399)
Adjustments to reconcile
 net loss to net cash
 provided by (used in)
 operating activities:
 Depreciation and amor-
  tization..............       830,652     3,840,186     6,728,092     4,455,167    5,983,262
 Gain on insurance set-
  tlement...............           --            --       (746,845)          --           --
 Loss on disposal of as-
  sets..................           --            --        322,834           --           --
 Loss on early extin-
  guishment of debt.....           --        427,997           --            --     3,520,401
 Provision for doubtful
  accounts..............           --         12,084     2,125,458       803,207     (395,741)
 Minority interest......       193,985           --            --            --           --
 Changes in assets and
  liabilities:
 Notes and accounts re-
  ceivable..............      (252,133)     (804,047)   (7,321,947)   (3,205,657)    (691,142)
 Inventory..............       (53,317)     (246,253)     (229,801)     (213,426)    (502,160)
 Intangible assets......      (338,791)          --            --            --           --
 Prepaid expenses and
  other assets..........      (340,936)        3,784       (57,476)       (8,045)      89,959
 Accounts payable,
  accrued liabilities
  and deferred revenue..       967,139        55,511     2,179,909     2,173,005   (2,009,547)
                          ------------  ------------  ------------  ------------  -----------
Net cash provided by
 (used in) operating ac-
 tivities...............       154,097     1,882,873     2,294,412     2,437,496     (187,367)
INVESTING ACTIVITIES
Acquisitions, net of
 cash acquired..........   (19,691,733)  (23,924,305)  (41,245,470)  (41,245,470)  (6,289,391)
Additions to property,
 equipment and leasehold
 interests..............    (5,761,983)   (7,708,037)  (17,716,295)  (13,436,525)  (6,641,993)
Insurance proceeds......           --            --      1,941,917     1,122,963          --
Due to affiliate........           --       (699,356)          --            --           --
Intangibles and other
 assets.................           --       (638,305)          --            --           --
                          ------------  ------------  ------------  ------------  -----------
Net cash used in invest-
 ing activities.........   (25,453,716)  (32,970,003)  (57,019,848)  (53,559,032) (12,931,384)
FINANCING ACTIVITIES
Proceeds from long-term
 debt...................        72,532    46,338,471    37,560,573    33,560,573   78,300,000
Debt issuance costs and
 other debt-related
 costs..................           --     (4,008,901)   (2,118,618)   (2,066,533)  (2,995,310)
Principal payments on
 long-term debt and cap-
 ital leases............      (258,417)  (17,797,900)   (1,219,252)     (824,049) (89,524,208)
Payments on deferred
 purchase price.........           --            --            --            --      (376,979)
Proceeds from sale and
 leaseback..............           --            --      7,410,527     7,410,527          --
Proceeds from issuance
 of stock and capital
 contributions..........    26,844,795     6,494,840    12,614,143    12,543,752   28,735,697
                          ------------  ------------  ------------  ------------  -----------
Net cash provided by fi-
 nancing activities.....    26,658,910    31,026,510    54,247,373    50,624,270   14,139,200
Net increase (decrease)
 in cash and cash equiv-
 alents.................     1,359,291       (60,620)     (478,063)     (497,266)   1,020,449
Cash and cash equiva-
 lents at beginning of
 period.................           --      1,359,291     1,298,671     1,298,671      820,608
                          ------------  ------------  ------------  ------------  -----------
Cash and cash equiva-
 lents at end of peri-
 od.....................  $  1,359,291  $  1,298,671  $    820,608  $    801,405  $ 1,841,057
                          ============  ============  ============  ============  ===========
SUPPLEMENTARY
 DISCLOSURES OF CASH
 FLOW INFORMATION:
Cash paid during the pe-
 riod for:
 Interest...............  $    549,956  $  3,595,926  $  6,464,811  $  4,799,672  $ 6,583,722
                          ============  ============  ============  ============  ===========
 Income taxes...........  $        800  $     55,264  $     48,417  $     32,569  $ 1,393,137
                          ============  ============  ============  ============  ===========
NON-CASH INVESTING AND
 FINANCING ACTIVITIES:
Preferred stock issued
 for acquisitions.......  $    380,800  $        --   $        --   $        --   $       --
                          ============  ============  ============  ============  ===========
Capital leases entered
 into...................  $  1,049,122  $  2,342,870  $  2,395,859  $  1,303,001  $ 2,308,347
                          ============  ============  ============  ============  ===========

 
                            See accompanying notes.
 
                                      F-6

 
                         COBBLESTONE GOLF GROUP, INC.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
   (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING TO THE NINE
               MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 Organization and Description of Business
 
  Cobblestone Golf Group, Inc. (the "Company"), a Delaware corporation, was
incorporated on August 10, 1992. The Company is a wholly-owned subsidiary of
Cobblestone Holdings, Inc. ("Holdings"). Holdings is controlled by Brentwood
Golf Partners, L.P., a partnership organized by Brentwood Associates and the
Company's President. The Company owns and operates golf courses in the United
States, with a current portfolio of 20 golf properties including private
country clubs, semi-private clubs and public (or daily fee) courses. The
Company's courses are concentrated in clusters near metropolitan areas in the
Sunbelt states (including Arizona, California and Texas) which have large
golfing populations and attractive climates.
 
  The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from membership fees and dues at
private country clubs, greens fees, food and beverage services, golf cart
rentals, retail merchandise sales, driving range fees and lodging fees. The
Company owns 16 courses, leases three courses (subject to long-term leases in
excess of 20 years, including extension options), leases one driving range and
pro shop facility and manages one additional course. The Company's portfolio
includes eight private country clubs, eight public facilities and five semi-
private facilities.
 
  Seasonal weather conditions as well as the timing of new course purchases or
leases may cause the Company's results of operations to vary significantly
from quarter to quarter. The second half (April through September) of the
Company's fiscal year tends to account for a greater portion of the Company's
operating revenue and operating income than does the first half.
 
 Principles of Consolidation
 
  The Company has acquired certain golf facilities through its wholly-owned
and majority-owned subsidiaries. The consolidated financial statements include
the accounts of the Company and such subsidiaries. Intercompany balances and
transactions have been eliminated.
 
 Cash and Cash Equivalents
 
  Cash and cash equivalents consist of cash and time deposits with original
maturities of less than 90 days.
 
 Concentration of Credit Risk
 
  Management places the Company's cash investments with what they consider to
be high credit-quality financial institutions and routinely assesses the
financial strength of these institutions. Management believes no significant
concentration of credit risk exists with respect to these cash investments.
 
  Concentration of credit risk with respect to accounts receivable is limited
due to the geographic dispersion of golf courses and the large number of golf
course members and others from whom the receivables are to be collected.
 
 Inventories
 
  Inventories are carried at lower of cost (first-in, first-out) or market.
 
 
                                      F-7

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)

 Property, Equipment and Leasehold Interests
 
  Property and equipment are recorded at cost. Depreciation is provided using
the straight-line method over the estimated useful lives of the related assets
which are generally as follows:
 
                                                           
     Depreciable land improvements................................      20 years
     Buildings and improvements...................................      30 years
     Equipment, furniture and fixtures............................ 3 to 10 years

     
 
  Leasehold improvements, equipment recorded under capital leases and property
and equipment related to leased facilities are depreciated and amortized using
the straight-line method over the shorter of the lease term or the estimated
useful lives of the related assets. Costs associated with the acquisition of
leasehold interests in golf facilities have been capitalized and are amortized
over the remaining life of the related lease (4 to 35 years).
 
  Golf course facility construction in progress is carried at cost. All costs
associated with, or allocable to golf course facility construction in progress
are capitalized until construction is completed.
 
 Intangible Assets
 
  Costs in excess of net assets of businesses acquired are amortized over 20
years which is consistent with the depreciation of land improvements. Other
intangible assets are amortized over their estimated useful lives (5 to 14
years).
 
 Debt Issuance Cost
 
  Costs associated with the issuance of long-term debt are capitalized and
amortized over the term of the related debt using the interest method. Such
costs and related accumulated amortization included in other assets totaled
$3,721,404 and $307,725, respectively, at September 30, 1994, $5,840,022 and
$1,168,155, respectively, at September 30, 1995, and $3,441,148 and $89,930,
respectively, at June 30, 1996.
 
 Fair Value of Financial Instruments
 
  To meet the reporting requirements of Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments, the Company calculates the fair value of financial instruments
and includes this additional information in the notes to financial statements
when the fair value is different than the carrying value of those financial
instruments. When the fair value reasonably approximates the carrying value,
no additional disclosure is made. The Company uses quoted market prices and
management's estimates to calculate these fair values.
 
 Revenue and Deferred Revenue
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which are recognized over the period which the dues and fees allow
the members access to the facilities. The Company recognizes revenue on
initiation fees for the amount of the deposit and the amount of the note
receivable, less the provision for doubtful accounts and imputed interest, at
the time the membership is sold.
 
  Long-term deferred revenue relates to the Company's obligation to provide
memberships to residential developers of properties adjacent to the golf
facility and is recognized when individual homeowners apply for membership.
 
 Reliance on Estimates
 
  The financial statements have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and
 
                                      F-8

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)

liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
 
 New Accounting Standards
 
  In March 1995, the Financial Accounting Standards Board issued SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of ("SFAS 121"), effective for fiscal years beginning after
December 15, 1995. SFAS 121 requires impairment losses to be recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. SFAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Company believes,
based on current circumstances, the effect of adopting SFAS 121 will not have
a material effect on the Company's financial position or results of
operations.
 
  In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, Accounting for Stock-Based Compensation ("SFAS 123"), effective for
fiscal years beginning after December 15, 1995. SFAS 123 established the fair
value-based method of accounting for stock-based compensation arrangements
under which compensation cost is determined using the fair value of the stock
option at the grant date and the number of options vested, and is recognized
over the periods in which the related services are rendered. The Company has
elected to continue with the current intrinsic value-based method, as allowed
by SFAS 123, and will disclose the pro forma effect of adopting the fair value
based method in future fiscal years beginning with the fiscal year ending
September 30, 1997.
 
 Interim Financial Information
 
  The financial statements for the nine months ended June 30, 1995 and 1996
are unaudited, but include all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
statement of the financial position and the operating results and cash flows
for the interim periods. Results for the interim periods are not necessarily
indicative of results to be expected for the entire year.
 
2. ACQUISITIONS
 
  Since inception, the Company has acquired the property and equipment or
leasehold interest in twenty golf course facilities in transactions that have
been recorded under the purchase method of accounting. Accordingly, the
acquired facilities have been reported in the consolidated financial
statements of the Company since the date of the respective acquisitions.
 
  The 1993 acquisitions include: The Golf Course Construction and Lease
Agreement for The Vineyard at Escondido acquired in October, 1992 (lease
effective December 1993), The Foothills Golf Course acquired in January, 1993,
Balboa Park Municipal Golf Course, Saticoy Regional Golf Course and Woodcrest
Country Club acquired in February, 1993, Morgan Run Resort and Club and El
Camino Country Club acquired in June, 1993, and Carmel Mountain Ranch Country
Club acquired in July, 1993.
 
  The 1994 acquisitions include: The Club at Trophy Club acquired in December,
1993, Pecan Grove Country Club acquired in January, 1994, and Ahwatukee
Country Club and The Lakes at Ahwatukee acquired in June, 1994.
 
 
                                      F-9

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)

  The 1995 acquisitions include: The Ranch Country Club and Stonebridge
Country Club acquired in December, 1994, Red Mountain Ranch Country Club
acquired in January, 1995, The Hills of Lakeway, Live Oak Golf Course, Yaupon
Golf Course and Brandermill Country Club acquired in March, 1995.
 
  In conjunction with the purchase of The Hills of Lakeway, the Company is
required to pay a deferred purchase price equal to the greater of $4,150 per
membership or 25% of Initiation Fees, as defined, collected for the first
three hundred memberships sold.
 
  A summary of the aggregate acquisition costs and allocation of the purchase
price to the assets and liabilities assumed is as follows:


                                                 YEAR ENDED SEPTEMBER 30,
                                            -----------------------------------
                                               1993        1994        1995
                                            ----------- ----------- -----------
                                                           
Total acquisition costs:
  Cash paid and acquisition related costs.. $19,691,733 $23,924,305 $41,245,470
  Long-term debt and assumption of liabili-
   ties....................................  16,888,762   2,325,934   7,379,667
  Minority interest........................     401,379     344,175         --
                                            ----------- ----------- -----------
                                            $36,981,874 $26,594,414 $48,625,137
                                            =========== =========== ===========
Allocated to assets as follows:
  Current assets........................... $   747,428 $   152,452 $   775,622
  Property, equipment and leasehold inter-
   ests....................................  34,488,661  26,441,962  47,849,515
  Other assets.............................   1,745,785         --          --
                                            ----------- ----------- -----------
                                            $36,981,874 $26,594,414 $48,625,137
                                            =========== =========== ===========

 
  The following pro forma results for acquisitions consummated through
September 30, 1995 assume the acquisitions occurred at the beginning of the
fiscal year prior to the year in which the facility was acquired. The
unaudited pro forma results have been prepared utilizing the historical
financial statements of the Company and the acquired business.
 


                                               YEAR ENDED SEPTEMBER 30,
                                          -------------------------------------
                                             1993         1994         1995
                                          -----------  -----------  -----------
                                          (UNAUDITED)  (UNAUDITED)  (UNAUDITED)
                                                           
Operating revenues....................... $23,481,269  $47,043,151  $54,407,767
Net loss................................. $  (910,992) $(1,158,708) $(1,153,012)

 
  This pro forma information is not necessarily indicative of the actual
results that would have been achieved had the acquisitions occurred at the
beginning of the fiscal year prior to the year in which the facility was
acquired, nor is it necessarily indicative of future results.
 
  In October, 1995, the Company entered into a management agreement for the
Red Hawk Golf Club. Cash paid and acquisition related costs totaled $40,843
and are included as leasehold interest in the accompanying consolidated
financial statements.
 
  In June, 1996, the Company acquired the Eagle Crest Golf Club for $6,195,718
in cash and acquisition related costs and assumed liabilities totaling
$87,756. Allocation of these costs were $6,273,682 to property and equipment
and $9,792 to current assets. The pro-forma effect of this acquisition on the
Company's interim results of operation is not material.
 
  In July, 1996, the Company entered into a fifteen year lease of the
Sweetwater Country Club. Cash paid and acquisition related costs through June
30, 1996 are $52,830 and are included in other assets in the accompanying
consolidated financial statements.
 
 
                                     F-10

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)

3. NOTES RECEIVABLE
 
  Notes receivable consists of promissory notes made by golf club members for
the payment of initiation fees. The notes carry below market or no interest
rates, amortize monthly and generally have a term of five years. Management
periodically analyzes the collectability of the notes receivable and reserves
for the portion that is doubtful of being collected. The notes are secured by
the underlying golf club membership and the Company has full recourse against
the member. The Company's notes receivable balance was composed of the
following:
 


                                                      SEPTEMBER 30,  JUNE 30,
                                                          1995         1996
                                                      ------------- -----------
                                                                    (UNAUDITED)
                                                              
Gross receivables                                      $ 7,538,182  $ 8,265,386
Less allowance for uncollectable accounts               (2,117,000)  (1,633,616)
Less valuation allowance for imputed interest........   (1,242,867)  (1,294,301)
                                                       -----------  -----------
                                                         4,178,315    5,337,469
Current portion......................................      862,922    1,592,206
                                                       -----------  -----------
                                                       $ 3,315,393  $ 3,745,263
                                                       ===========  ===========

 
4. PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS
 
  Property, equipment and leasehold interests consist of the following:
 


                                            SEPTEMBER 30,
                                       -------------------------
                                                                    JUNE 30,
                                          1994          1995          1996
                                       -----------  ------------  ------------
                                                                  (UNAUDITED)
                                                         
Land.................................  $ 8,458,701  $ 14,258,104  $ 15,147,752
Land improvements....................   43,471,346    74,172,889    82,463,650
Buildings and improvements...........   15,041,211    26,558,329    29,974,231
Equipment, furniture and fixtures....    6,689,814    12,777,828    16,407,849
Golf course facility construction in
 progress............................    1,059,305     6,009,124     5,085,718
Leasehold interests..................    2,799,714     2,799,714     2,840,556
                                       -----------  ------------  ------------
                                        77,520,091   136,575,988   151,919,756
Less accumulated depreciation and am-
 ortization..........................   (3,785,854)   (8,575,684)  (13,758,266)
                                       -----------  ------------  ------------
Property, equipment and leasehold in-
 terests, net........................  $73,734,237  $128,000,304  $138,161,490
                                       ===========  ============  ============

 
  Land improvements include $10,848,847, $21,214,449, and $23,392,707 at
September 30, 1994 and 1995, and June 30, 1996 respectively, of nondepreciable
golf course improvements consisting of tees, fairways, roughs, trees, greens,
bunkers and sandtraps.
 
 
                                     F-11

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)

5. LONG-TERM DEBT
 
  Long-term debt consists of the following:
 


                                             SEPTEMBER 30,
                                        -----------------------
                                                                 JUNE 30,
                                           1994        1995        1996
                                        ----------- ----------- -----------
                                                                (UNAUDITED)
                                                                
8% note payable, due monthly through
 2007.................................  $   315,592 $   301,104 $   286,611
Variable rate note payable, effective
 interest rate 11.02%, due monthly,
 secured by the assets of The Vineyard
 at Escondido.........................    6,067,673   5,978,847   5,807,725
10% imputed interest note payable
 January 2000.........................          --      179,380     174,970
10% imputed interest note payable, due
 monthly beginning
 January 1996.........................          --    2,693,873         --
11 1/2% Series A Senior Notes due
 2003.................................          --          --   70,000,000
Bank term loan........................   35,683,851  71,444,424         --
Bank revolving credit agreement.......      500,000   2,300,000         --
Capital lease obligations, due at var-
 ious dates through 2000..............    2,522,676   3,802,597   1,266,773
                                        ----------- ----------- -----------
                                         45,089,792  86,700,225  77,536,079
Less current portion..................      895,406   1,686,275     441,552
                                        ----------- ----------- -----------
                                        $44,194,386 $85,013,950 $77,094,527
                                        =========== =========== =========== 

 
  During 1994, certain loans were repaid in advance of maturity. Costs
associated with the early retirement of such loans amounted to $427,997 and
were recorded as an extraordinary item in the consolidated statement of
operations.
 
  In 1994, the Company entered into a credit agreement (the "Credit
Agreement") with a consortium of banks. The Credit Agreement, amended in 1995,
provides for a $5 million revolving credit facility to be used primarily for
working capital and an $85 million term loan facility used for refinancing
existing debt, acquisitions and certain capital expenditures.
 
  The revolving credit facility expires September 30, 2001 at which time any
outstanding unpaid principal is payable in full. The revolving credit facility
provides that borrowings bear interest, which is payable quarterly, at the
Eurodollar rate or a Floating Rate, as defined, plus spreads ranging from 1%
to 4% depending upon the extent of utilization by the Company (9.875% and
9.550% at September 30, 1995, respectively) and requires a non-use fee on the
unused portion equal to 1/2% per annum. The term loan facility provides that
borrowings are payable based on certain specified percentages (ranging from
9.813% to 9.875% as of September 30, 1995, respectively) in 20 quarterly
installments commencing December 1996 and ending September 2001.
 
  The Credit Agreement requires mandatory reductions or prepayments of
principal as a result of certain events and provides for voluntary
prepayments. The Credit Agreement contains numerous covenants which, among
other things, require the Company to maintain defined leverage and interest
coverage ratios, as well as a minimum consolidated net worth and limits the
incurrance of debt, capital expenditures and payment of dividends. Borrowings
under the Credit Agreement are secured by substantially all assets of the
Company except for certain real property in Escondido, California and
equipment under capital leases. In addition, stock of CGGI and subsidiaries
has been pledged to the lenders. Holdings has guaranteed the borrowings under
the Credit Agreement.
 
 
                                     F-12

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
  In conjunction with the Credit Agreement, Holdings issued warrants to
purchase 20,000 shares of Holdings' Series A preferred stock at $100 per share
and 5,472 shares of Holdings' common stock at $1 per share. As of September
30, 1995, all warrants had been exercised.
 
  Pursuant to the terms of the Credit Agreement and to reduce the impact of
interest-rate changes on future interest expense, the Company entered into
interest rate swap agreements during 1994 with one of the lender banks ("the
Bank"). The agreements effectively convert $20 million of the Company's
floating rate long-term debt to a fixed rate basis without an exchange of the
underlying principal amounts. At September 30, 1995 the Company was obligated
to pay a fixed rate of 5.72% on $10 million and 6.13% on $10 million and to
receive the three-month LIBOR (6.00% and 5.87%, respectively, at September 30,
1995). The rate is reset every three months and the swap agreements expire in
March and April 1997, respectively. The differential to be paid or received is
accrued and recognized as an adjustment to interest expense related to the
debt. The related amount payable to, or receivable from, the Bank is included
in other liabilities or assets. The fair values of the swap agreements are not
recognized in the financial statements. In June 1996, the swap agreements were
sold without a resulting significant gain or loss.
 
  In conjunction with a purchase of two adjacent golf course facilities in
1995 (the "Clubs"), the Company issued a $3,500,000 non-interest bearing
promissory note (the "Note"). Interest on the Note has been imputed at a rate
of 10% and monthly principal payments on the Note are payable in an amount
equal to 50% of Initiation Fees (as defined) collected by the Clubs after
January 1, 1996. Any unpaid principal on the Note is payable on the earlier of
December 14, 2006 or upon the sale by the holder of the Note of a certain
number of residential homes in the communities adjacent to the golf courses.
 
  Maturities of long-term debt (exclusive of capital lease obligations) for
each of the five years in the period ending September 30, 2000, are as
follows: 1996--$350,889; 1997--$7,778,119; 1998--$9,352,990; 1999--
$11,675,086; 2000--$13,738,176; thereafter--$40,002,368.
 
  On June 4, 1996, the Company and Holdings completed two contemporaneous high
yield bond offerings (the "Offerings") totaling approximately $100 million.
The Company offered $70 million aggregate principal amount 11 1/2% senior
notes due 2003. Holdings offered 86,000 Units, each consisting of $1,000
principal amount at maturity of 13 1/2% senior zero-coupon notes due 2004 and
one share of common stock, par $.01 per share, of Holdings. The net proceeds
of the offering by Holdings were $28.7 million and were contributed as equity
to the Company.
 
  Concurrent with the Offerings, the Company repaid the bank term loan and the
bank revolving credit agreement of $77.4 million and $4.6 million,
respectively, and repaid obligations under capital leases totaling $4.1
million. The Company also paid the Note which had a balance of $2.9 million at
June 4, 1996 which resulted in a gain on early retirement of debt of $0.4
million. This gain and a $3.9 write-off of unamortized loan fees related to
the bank term loan and bank revolving credit agreement of have been recorded
as extraordinary items in the consolidated statement of operations.
 
  In addition, on June 4, 1996 the Company obtained a new $50 million a bank
facility (the "New Credit Facility"), consisting of a $45 million bank
revolver for future acquisitions and capital projects and a $5 million working
capital facility to fund short term operating needs. The New Credit Facility
has terms similar to the Credit Agreement described above. There were no
borrowings under the New Credit Facility at June 30, 1996. The New Credit
Facility is secured by substantially all of the Company's assets, including
the capital stock of the Company's existing and future subsidiaries, and is
guaranteed by Holdings and such subsidiaries. The guarantees are secured by
substantially all of Holdings' and such subsidiaries' assets.
 
                                     F-13

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
  The Company intends to file an offer to exchange the debt issued in June,
1996 ("Private Notes") for notes that have been registered under the
Securities Act of 1933 (the "Exchange Notes"). Upon completion of this
exchange offer, the Exchange Notes will be fully and unconditionally
guaranteed by all of the Company's existing and future subsidiaries
("Guarantors"). These guarantees will be senior unsecured obligations of the
Guarantors and will rank pari passu in right of payment to all other senior
indebtedness of the Guarantors, including the Guarantor's guarantees of
borrowings under the New Credit Facility. See Note 10 for Condensed Combined
Financial Information of Guarantors.
 
6. STOCKHOLDERS' EQUITY
 
  The Company has two classes of preferred stock, Series A preferred stock and
Series B preferred stock. Both series have priority upon liquidation over the
Company's common stock, but have equal priority with respect to each other.
Both series are also entitled to vote along with the common stock on the basis
of one vote per share of preferred stock. Shares of Series A preferred stock
are redeemable by the Company at any time, at the discretion of the Board of
Directors, for the purchase price of $100 per share. Shares of Series B
preferred stock are redeemable by the Company at any time, at the discretion
of the Board of Directors, for the purchase price of $100 per share. At
September 30, 1995 and June 30, 1996 there were 410,757 shares of Series A
preferred stock outstanding and 20,000 shares of Series B preferred stock
outstanding.
 
  Holdings, the Company's sole stockholder, has redeemable preferred stock
that provides for mandatory redemption upon the sale, consolidation or merger
of Holdings with or into another corporation, the sale of all or substantially
all of Holdings' assets, or the sale or exchange of stock representing 80% of
the voting power of the stock of Holdings. At September 30, 1995 and June 30,
1996, the redemption value of Holdings' redeemable preferred stock was $43
million.
 
  Holdings' only asset is its investment in the Company. The assets of the
Company have not been pledged or assigned to satisfy Holdings' obligation, if
any, under the redemption features of its preferred stock.
 
7. INCOME TAXES
 
  Income taxes are provided for in accordance with the provisions of SFAS No.
109, Accounting for Income Taxes. Under this method, the Company recognizes
deferred tax assets and liabilities for the expected future tax effects of
temporary differences between the carrying amounts and the tax bases of assets
and liabilities, as well as operating loss carryforwards.
 
                                     F-14

 
                          COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
          (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
  The significant components of the Company's deferred tax assets and
liabilities are:
 


                                                           SEPTEMBER 30,
                                                      ------------------------
                                                         1994         1995
                                                      -----------  -----------
                                                             
Deferred tax liabilities:
  Accounting basis in excess of tax basis of golf
   properties........................................ $(4,184,000) $(4,184,000)
  Depreciation.......................................    (224,000)    (472,000)
                                                      -----------  -----------
Total deferred tax liabilities.......................  (4,408,000)  (4,656,000)
Deferred tax assets:
  Net operating loss carryforwards...................     767,000          --
  Reserve for notes receivable.......................         --     1,062,000
  Deferred gain on sale and leaseback................         --       320,000
  Accrued liabilities................................     298,000      262,000
  Other, net.........................................         --        63,000
                                                      -----------  -----------
Total deferred tax assets............................   1,065,000    1,707,000
Valuation allowance for deferred tax assets..........    (841,000)    (928,000)
                                                      -----------  -----------
Net deferred tax assets..............................     224,000      779,000
                                                      -----------  -----------
Net deferred tax liabilities......................... $ 4,184,000  $ 3,877,000
                                                      ===========  ===========

 
  Significant components of the provision for income taxes are as follows:
 


                                                                SEPTEMBER 30,
                                                              -----------------
                                                               1994     1995
                                                              ------- ---------
                                                                
     Current:
       Federal............................................... $    -- $ 307,000
       State.................................................  71,931   208,000
                                                              ------- ---------
                                                               71,931   515,000
     Deferred:
       Federal...............................................     --   (307,000)
       State.................................................     --        --
                                                              ------- ---------
                                                                  --   (307,000)
                                                              ------- ---------
     Total provision......................................... $71,931 $ 208,000
                                                              ======= =========

 
  The following is a reconciliation of the actual tax provision (benefit) to
the expected tax provision (benefit) computed by applying the statutory federal
income tax rate to income before income taxes:
 


                                                YEAR ENDED SEPTEMBER 30,
                                              -------------------------------
                                                1993       1994       1995
                                              ---------  ---------  ---------
                                                           
Income tax provision at statutory rate....... $(296,136) $(467,060) $(174,234)
State income tax provision, net of federal
 tax benefit.................................     4,160     46,755    135,200
Permanent differences........................       --         --     177,938
Increase in valuation allowance..............   319,076    435,000     87,000
Other........................................   (20,700)    57,236    (17,904)
                                              ---------  ---------  ---------
Total provision for income taxes............. $   6,400  $  71,931  $ 208,000
                                              =========  =========  =========

 
                                      F-15

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
8. COMMITMENTS
 
  In March 1995, the Company entered into a sale and leaseback transaction for
one of its golf course facilities. The Company received proceeds of
approximately $7.4 million and entered into a lease for fifteen years with two
five year renewal options. Minimum rent was $60,939 and $61,975 per month at
September 30, 1995 and June 30, 1996, respectively, and is subject to annual
increases based upon changes in the Consumer Price Index. The deferred gain on
the sale and leaseback transaction of $499,000 is being amortized over the
term of the lease. The Company recorded $407,000 and $559,000 of rent expense
for the year ended September 30, 1995 and the nine months ended June 30, 1996,
respectively, related to the lease.
 
  The Company also leases three other golf facilities from the city or county
in which the facility is located. The leases expire in the years 1997, 2016
and 2029. The Company recorded an aggregate of $99,000, $138,000 and $639,000
in rent expense related to leased golf course facilities for the years ended
September 30, 1993, 1994 and 1995, respectively and $362,968 and $772,175 for
the nine months ended June 30, 1995 and 1996, respectively.
 
  The Company leases certain golf carts and maintenance equipment under
capital leases with terms of two to five years. Included in equipment,
furniture and fixtures in the accompanying consolidated balance sheets is
equipment under capital leases totaling $3,393,842, $5,806,693 and $1,065,070
at September 30, 1994 and 1995 and June 30, 1996, respectively. Accumulated
amortization of equipment under capital leases totaled $588,859, $1,490,214
and $385,736 at September 30, 1994 and 1995 and June 30, 1996, respectively.
 
 
  Future minimum lease payments at September 30, 1995 are as follows:
 


                                                            CAPITAL    OPERATING
     YEARS ENDING SEPTEMBER 30,                              LEASES     LEASES
     --------------------------                            ---------- -----------
                                                                
     1996................................................. $1,655,582 $   919,971
     1997.................................................  1,202,848     815,265
     1998.................................................    844,007     797,265
     1999.................................................    569,326     797,265
     2000.................................................    283,503     797,265
     Thereafter...........................................        --    8,579,018
                                                           ---------- -----------
       Total minimum lease payments.......................  4,555,266 $12,706,049
                                                                      ===========
     Amount representing interest.........................    752,669
                                                           ----------
     Present value of net minimum lease payments..........  3,802,597
     Current portion......................................  1,335,386
                                                           ----------
                                                           $2,467,211
                                                           ==========

 
  In accordance with certain purchase agreements, the Company is required to
maintain the respective golf courses in good condition and make various
capital improvements. As of September 30, 1995, the Company had commitments to
build an additional nine holes at two facilities with an estimated aggregate
cost of approximately $5.5 million.
 
                                     F-16

 
                         COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
         (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
9. RELATED PARTY TRANSACTIONS
 
  In connection with the formation of the Company, an officer of the Company
contributed his interests in the leases of two golf course facilities in
exchange for 55,105 shares of Series A preferred stock, $160,270 cash and a
$250,000 note due in 1999. The officer also contributed his options to acquire
certain other golf course facilities at no cost to the Company.
 
  An affiliate of the majority stockholder of Holdings provides investment
banking and consulting services to the Company. The Company is obligated to
pay a service fee to the affiliate semi-annually in advance in an amount equal
to 1% per annum of the affiliate's debt and equity investment in the Company
and to reimburse the reasonable fees and costs incurred by the affiliate in
providing services to the Company. The Company paid $677,255, $809,522 and
$1,076,416 in fees to the affiliate pursuant to these obligations during the
year ended September 30, 1993, 1994 and 1995; and $915,694 and $325,066 for
the nine months ended June 30, 1995 and 1996, respectively.
 
10. CONDENSED COMBINED FINANCIAL INFORMATION OF GUARANTORS
 
  The following condensed financial information presents the balance sheets as
of September 30, 1994 and 1995 and statements of operations and cash flows for
each of the three years in the period ended September 30, 1995 for the
Guarantors on a combined basis. Such amounts are included in the Company's
audited financial statements for the periods presented. The combined
statements of operations for the subsidiary Guarantors do not include any
allocations of corporate operating expenses totaling $1,576,637, $2,386,197
and $2,929,548 for the years ended September 30, 1993, 1994 and 1995,
respectively. The unallocated corporate operating expenses for the nine months
ended June 30, 1995 and 1996 totaled $2,273,125 and $2,883,697, respectively.
In addition, interest income, net of $91,223 for the year ended September 30,
1993 and interest expense, net of $2,011,058 and $6,639,367 for the years
ended September 30, 1994 and 1995, respectively, have not been allocated to
the subsidiaries. The unallocated interest expense, net for the nine months
ended June 30, 1995 and 1996 totaled $4,300,141 and $6,800,882, respectively.
Notes 1 through 9 should be read in conjunction with the Condensed Combined
Financial Information.
 
                       Condensed Combined Balance Sheets
 


                                           SEPTEMBER   SEPTEMBER     JUNE 30,
                                           30, 1994     30, 1995       1996
                                          ----------- ------------ ------------
                                                                   (UNAUDITED)
                                                          
ASSETS
  Current Assets......................... $ 2,936,370 $  5,512,367 $  6,579,300
  Property, equipment and leasehold
   interests, net........................  71,680,522  125,996,831  135,892,801
  Other assets, net......................   1,642,861    4,446,697    4,757,499
                                          ----------- ------------ ------------
                                          $76,259,753 $135,955,895 $147,229,600
                                          =========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities.................... $ 4,099,233 $  8,350,043 $  5,926,856
  Due to parent..........................  59,385,325   99,634,531  110,602,643
  Long-term debt and capital lease
   obligations...........................   8,010,535   11,268,170    7,068,634
  Other Liabilities......................   1,432,985    4,510,983    4,009,973
  Stockholders' Equity...................   3,331,675   12,192,168   19,621,494
                                          ----------- ------------ ------------
                                          $76,259,753 $135,955,895 $147,229,600
                                          =========== ============ ============

 
                                     F-17

 
                          COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
 
          (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
                  Condensed Combined Statements of Operations
 
   

                                                                   NINE MONTHS ENDED
                          FOR THE YEARS ENDED SEPTEMBER 30,            JUNE 30,
                          ------------------------------------  ------------------------
                             1993        1994         1995         1995         1996
                          ----------  -----------  -----------  -----------  -----------
                                                                      (UNAUDITED)
                                                              
Total operating
 revenues...............  $5,845,336  $23,843,456  $48,699,588  $32,174,498  $42,753,544
Total operating
 expenses...............   4,460,458   19,054,377   39,198,998   26,006,694   34,715,528
                          ----------  -----------  -----------  -----------  -----------
Income from operations..   1,384,878    4,789,079    9,500,590    6,167,804    8,038,016
Other expenses, net.....    (814,928)  (1,504,694)    (640,097)  (1,241,242)  (1,033,967)
                          ----------  -----------  -----------  -----------  -----------
Income before income
 taxes and extraordinary
 item...................     569,950    3,284,385    8,860,493    4,926,562    7,004,049
Provision for income
 taxes..................       6,400       74,931      208,000       32,569      137,480
                          ----------  -----------  -----------  -----------  -----------
Income before
 extraordinary item.....     563,550    3,209,454    8,652,493    4,893,993    6,866,569
Extraordinary item......         --      (427,997)         --           --       425,277
                          ----------  -----------  -----------  -----------  -----------
Net income..............  $  563,550  $ 2,781,457  $ 8,652,493  $ 4,893,993  $ 7,291,846
                          ==========  ===========  ===========  ===========  ===========
    
 
                                      F-18

 
                          COBBLESTONE GOLF GROUP, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
          (INFORMATION SUBSEQUENT TO SEPTEMBER 30, 1995 AND PERTAINING
         TO THE NINE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
                  Condensed Combined Statements of Cash Flows
 


                                                                      NINE MONTHS ENDED
                            FOR THE YEARS ENDED SEPTEMBER 30,              JUNE 30,
                          ---------------------------------------  -------------------------
                             1993          1994          1995          1995         1996
                          -----------  ------------  ------------  ------------  -----------
                                                                         (UNAUDITED)
                                                                  
Net cash provided by
 operating activities...  $   615,009  $  4,858,188  $  9,903,023  $  7,118,003  $ 9,460,552
INVESTING ACTIVITIES
Additions to property,
 equipment and leasehold
 interests..............   (5,542,657)   (7,536,497)  (17,534,884)  (13,290,698)  (6,231,521)
Insurance proceeds......          --            --      1,941,917     1,122,963          --
Due to affiliate........          --       (699,356)          --            --           --
                          -----------  ------------  ------------  ------------  -----------
Net cash used in
 investing activities...   (5,542,657)   (8,235,853)  (15,592,967)  (12,167,735)  (6,231,521)
FINANCING ACTIVITIES
Proceeds from long-term
 debt...................       72,532    10,154,620           --            --           --
Debt issuance costs and
 other debt related
 costs..................          --       (721,278)          --            --           --
Principal payments on
 long-term debt and
 capital leases.........     (258,417)  (17,797,900)   (1,219,252)     (824,049)  (7,479,785)
Payments on deferred
 purchase price.........          --            --            --            --      (376,979)
Proceeds from sale and
 leaseback..............          --            --      7,410,527     7,410,527          --
Increase (decrease) in
 amounts due to parent,
 net....................    5,503,480    12,281,028      (996,264)   (1,675,784)   4,678,721
                          -----------  ------------  ------------  ------------  -----------
Net cash provided by
 financing activities...    5,317,595     3,916,470     5,195,011     4,910,694   (3,178,043)
Net increase in cash and
 cash equivalents.......      389,947       538,805      (494,933)     (139,038)      50,988
Cash and cash
 equivalents at
 beginning of period....          --        389,947       928,752       928,752      433,819
                          -----------  ------------  ------------  ------------  -----------
Cash and cash
 equivalents at end of
 period.................  $   389,947  $    928,752  $    433,819  $    789,714  $   484,807
                          ===========  ============  ============  ============  ===========

 
 
                                      F-19

 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Partners of
Sweetwater Golf Partnership
 
  In our opinion, the accompanying balance sheet and the related statements of
operations, of partners' capital (deficit) and of cash flows present fairly,
in all material respects, the financial position of Sweetwater Golf
Partnership (the Partnership), formerly a division of Sugarland Properties
Incorporated (SPI) known as Sweetwater Country Club (the Division), at
December 31, 1994 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
 
  As disclosed in the financial statements, there are extensive transactions
and relationships between the Partnership and SPI. Because of these
relationships, it is possible that the terms of these transactions are not the
same as those that would result from transactions among wholly unrelated
parties.
 
  On July 1, 1996, essentially all of the assets and ongoing operations of the
Partnership were sold to a third party for approximately $12,100,000. The
third party also assumed certain current liabilities and the liability for
refundable member security deposits. In July 1996, the Partnership repaid the
notes payable and substantially all remaining current liabilities. The
partners intend to distribute the remaining net assets of the Partnership and
liquidate the Partnership.
 
PRICE WATERHOUSE LLP
 
Houston, Texas
July 26, 1996
 
                                     F-20

 
                          SWEETWATER GOLF PARTNERSHIP
           (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                                 BALANCE SHEET
 


                                              DECEMBER 31,
                                         -----------------------   JUNE 30,
                                            1994        1995         1996
                                         ----------- -----------  -----------
                                                                  (UNAUDITED)
                                                         
ASSETS
Current assets:
  Cash.................................. $   269,024 $   586,971  $   639,602
  Restricted cash.......................     361,024     365,281        2,698
  Accounts receivable...................     912,099     984,355    1,081,436
  Inventories...........................     281,299     206,470      220,144
  Prepaid and other assets, net.........     149,388     108,030       57,974
                                         ----------- -----------  -----------
    Total current assets................   1,972,834   2,251,107    2,001,854
Clubhouse, golf course and related
 facilities, net of accumulated
 depreciation...........................  20,947,134  17,656,030   17,571,980
Deferred loan costs, net of accumulated
 amortization...........................      57,999          --           --
                                         ----------- -----------  -----------
                                         $22,977,967 $19,907,137  $19,573,834
                                         =========== ===========  ===========
LIABILITIES AND PARTNERS' CAPITAL
 (DEFICIT)
Current liabilities:
  Notes payable......................... $ 7,955,965 $ 7,923,604  $ 7,852,080
  Accounts payable......................     273,265     159,163      163,035
  Accrued interest expense..............      36,939      37,193       33,571
  Accrued property taxes................     402,518     407,404      192,577
  Other current liabilities.............     230,050     404,739      187,081
  Deferred revenues.....................     424,257     457,068      651,315
                                         ----------- -----------  -----------
    Total current liabilities...........   9,322,994   9,389,171    9,079,659
Advances from SPI, net..................   7,378,179   7,263,652    7,156,899
Refundable member security deposits.....   6,260,601   6,102,651    6,075,638
                                         ----------- -----------  -----------
    Total liabilities...................  22,961,774  22,755,474   22,312,196
Partners' capital (deficit).............      16,193  (2,848,337)  (2,738,362)
                                         ----------- -----------  -----------
                                         $22,977,967 $19,907,137  $19,573,834
                                         =========== ===========  ===========

 
 
 
         The accompanying notes are an integral part of this statement.
 
                                      F-21

 
                          SWEETWATER GOLF PARTNERSHIP
           (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                            STATEMENT OF OPERATIONS
 


                                                              SIX MONTHS ENDED JUNE
                               YEAR ENDED DECEMBER 31,                 30,
                          ----------------------------------  -----------------------
                             1993        1994       1995         1995         1996
                          ----------  ---------- -----------  -----------  ----------
                                                              (UNAUDITED)  (UNAUDITED)
                                                            
Operating revenues:
  Membership dues.......  $3,747,747  $3,889,271 $ 4,095,820  $2,007,058   $2,203,573
  Initiation fees and
   other................     894,773     929,432     896,941     330,386      453,019
  Food and beverage.....   1,687,086   1,723,432   1,891,668     830,856      930,196
  Golf..................   1,181,294   1,353,683   1,411,782     666,097      735,898
  Merchandise...........     657,663     715,716     756,831     368,307      345,812
  Other.................     722,795     598,397     555,339     279,204      296,414
                          ----------  ---------- -----------  ----------   ----------
                           8,891,358   9,209,931   9,608,381   4,481,908    4,964,912
                          ----------  ---------- -----------  ----------   ----------
Operating expenses:
  Food and beverage.....   1,961,955   1,984,340   2,055,792     952,418    1,006,622
  Golf..................   1,589,170   1,750,181   1,955,559     995,622    1,002,050
  Depreciation and
   amortization.........     946,138     968,062   1,009,127     501,089      531,865
  Merchandise...........     540,904     580,596     618,694     313,590      291,657
  Property taxes........     354,664     402,686     407,614     194,000      203,700
  Membership............     251,039     223,713     229,399     120,377      108,652
  General and
   administrative.......   1,570,385   1,560,970   1,608,071     764,362      767,935
  Other.................   1,092,439     992,955   1,043,782     559,947      547,410
                          ----------  ---------- -----------  ----------   ----------
                           8,306,694   8,463,503   8,928,038   4,401,405    4,459,891
                          ----------  ---------- -----------  ----------   ----------
Income from operations..     584,664     746,428     680,343      80,503      505,021
Loss on disposal of
 assets.................                           2,700,000
Interest expense........     614,314     709,964     844,873     425,962      395,046
                          ----------  ---------- -----------  ----------   ----------
Net income (loss).......  $  (29,650) $   36,464 $(2,864,530) $ (345,459)  $  109,975
                          ==========  ========== ===========  ==========   ==========

 
 
 
         The accompanying notes are an integral part of this statement.
 
                                      F-22

 
                          SWEETWATER GOLF PARTNERSHIP
           (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                    STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
 


                                    SUGARLAND      FIRST COLONY
                                    PROPERTIES        SPORTS
                                   INCORPORATED  PROPERTIES, INC.    TOTAL
                                   ------------  ---------------- -----------
                                                         
Balance at December 31, 1993...... $       --        $    --      $       --
Capital contribution..............                      1,000           1,000
Net income for the period August
 19 through December 31, 1994
 (see Note 2).....................      15,041            152          15,193
                                   -----------       --------     -----------
Balance at December 31, 1994......      15,041          1,152          16,193
Net loss for 1995.................  (2,835,885)       (28,645)     (2,864,530)
                                   -----------       --------     -----------
Balance at December 31, 1995......  (2,820,844)       (27,493)     (2,848,337)
Net income for the six month
 period ended June 30, 1996
 (unaudited)......................     108,875          1,100         109,975
                                   -----------       --------     -----------
Balance at June 30, 1996
 (unaudited)...................... $(2,711,969)      $(26,393)    $(2,738,362)
                                   ===========       ========     ===========

 
 
 
         The accompanying notes are an integral part of this statement.
 
                                      F-23

 
                          SWEETWATER GOLF PARTNERSHIP
           (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                            STATEMENT OF CASH FLOWS
 


                             YEAR ENDED DECEMBER 31,        SIX MONTHS ENDED JUNE 30,
                         ---------------------------------  ---------------------------
                           1993       1994        1995          1995           1996
                         ---------  ---------  -----------  -------------  ------------
                                                             (UNAUDITED)    (UNAUDITED)
                                                            
Cash flows from
 operating activities:
  Net income (loss)....  $ (29,650) $  36,464  $(2,864,530)  $   (345,459) $    109,975
  Adjustments to
   reconcile net income
   (loss) to net cash
   provided by
   operating
   activities:
    Loan on disposal of
     assets............                          2,700,000
    Depreciation and
     amortization......    946,138    968,062    1,009,127        501,089       531,865
    Provision for
     doubtful
     accounts..........     23,903     17,092       11,725            795         2,905
    Gain on disposal of
     equipment.........               (12,190)      (2,733)
  Changes in:
    Operating accounts
     with SPI..........   (331,494)   (12,554)    (114,527)       (17,011)     (106,753)
    Accounts
     receivable........     (6,204)   (44,007)     (83,981)       (24,684)      (99,986)
    Inventories........    (16,751)   (59,989)      74,829         40,790       (13,674)
    Prepaid expenses
     and other assets..      1,604   (226,607)         (75)       (49,245)          343
    Accounts payable
     and accrued
     liabilities.......      1,059     26,616       65,727       (202,675)     (432,235)
    Deferred revenues..    178,177   (129,444)      32,811        106,105       194,247
    Security deposits..   (164,789)  (203,369)    (157,950)       (60,568)      (27,013)
                         ---------  ---------  -----------   ------------  ------------
      Net cash provided
       (used) by
       operating
       activities......    601,993    360,074      670,423        (50,863)      159,674
                         ---------  ---------  -----------   ------------  ------------
Cash flows from
 investing activities:
  Capital
   expenditures........   (293,839)  (464,417)    (318,591)      (139,542)     (398,102)
  Restricted cash,
   net.................              (361,024)      (4,257)       327,248       362,583
  Proceeds from sale of
   fixed assets........                              2,733
                         ---------  ---------  -----------   ------------  ------------
      Net cash used by
       investing
       activities......   (293,839)  (825,441)    (320,115)       187,706       (35,519)
                         ---------  ---------  -----------   ------------  ------------
Cash flows from financ-
 ing activities:
  Advances from SPI,
   net.................    555,207    187,334
  Proceeds from capital
   contribution........                 1,000
  Repayment of notes
   payable.............   (701,689)  (549,094)     (32,361)                     (71,524)
  Proceeds from notes
   payable.............      1,902    654,135                      39,134
                         ---------  ---------  -----------   ------------  ------------
Net cash provided
 (used) by financing
 activities............   (144,580)   293,375      (32,361)        39,134       (71,524)
                         ---------  ---------  -----------   ------------  ------------
Net increase (decrease)
 in cash...............    163,574   (171,992)     317,947        175,977        52,631
Cash at beginning of
 period................    277,442    441,016      269,024        269,024       586,971
                         ---------  ---------  -----------   ------------  ------------
Cash at end of period..  $ 441,016  $ 269,024  $   586,971   $    445,001  $    639,602
                         =========  =========  ===========   ============  ============

 
         The accompanying notes are an integral part of this statement.
 
                                      F-24

 
                          SWEETWATER GOLF PARTNERSHIP
          (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                            STATEMENT OF CASH FLOWS
                                  (continued)
 
Supplemental disclosure of noncash transactions:
 
  During 1994, the Partnership restructured a capital lease into an operating
lease resulting in the disposal of equipment with a net book value of $68,364
in lieu of the reduction of the remaining related note payable of $83,307.
 
  Also during 1994, the Partnership refinanced its outstanding debt
commitments with various institutions, aggregating $7,343,799, with Texas
Commerce Bank.
 
 
 
 
 
        The accompanying notes are an integral part of this statement.
 
                                     F-25

 
                          SWEETWATER GOLF PARTNERSHIP
          (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
ORGANIZATION
 
  Sweetwater Golf Partnership (the Partnership), formerly a division of
Sugarland Properties Incorporated (SPI) known as Sweetwater Country Club (the
Division), was formed on August 19, 1994 as discussed further in Note 2. The
Partnership owns and operates the clubhouse, golf course and related
facilities of the Sweetwater Country Club (the Club) located on 380 acres of
land in Sugar Land, Texas. The Club extends credit for merchandise and
services provided to its members who principally reside in Sugar Land and the
greater Houston Area. The Club commenced operations in June 1983.
 
 On July 1, 1996, essentially all of the assets and ongoing operations of the
Partnership were sold to a third party for approximately $12,100,000. The
third party also assumed certain current liabilities and the liability for
refundable member security deposits. In July 1996, the Partnership repaid the
notes payable and substantially all remaining current liabilities. The
partners intend to distribute the remaining net assets of the Partnership and
liquidate the Partnership.
 
CLUBHOUSE, GOLF COURSE AND RELATED FACILITIES
 
  Project development costs, including financing expenses, ad valorem taxes
and preoperating management fees incurred during the construction period of
the clubhouse, golf course and related facilities, were capitalized.
 
  The clubhouse building, other buildings and improvements and land
development costs are depreciated using the straight-line method over 30
years. Furniture, fixtures and equipment are recorded at cost and are
depreciated using the straight-line method over their estimated useful lives
which range from three to eight years.
 
  Effective January 1, 1996, the Partnership adopted Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of ("SFAS 121"). Since the
clubhouse, golf course and related facilities were written down to their sales
value at December 31, 1995 (see Note 4), adoption of SFAS 121 had no material
effect on the Partnership's financial position or results of operations.
 
RESTRICTED CASH
 
  Restricted cash consists of cash deposited in an escrow bank account for the
payment of property taxes.
 
INVENTORIES
 
  Inventories are valued at the lower of cost or market, cost being determined
on a first-in, first-out basis.
 
DEFERRED LOAN COSTS
 
  Legal fees and other loan costs incurred in connection with the August 1994
refinancing of the Partnership's mortgages were capitalized and are being
amortized over the term of the related loans. For the year ended December 31,
1994 and 1995 and the six months ended June 30, 1996, amortization expense
relating to these costs equaled $41,429, $99,432 and $41,714, respectively.
 
MEMBERSHIP FEES AND DEPOSITS
 
  Various membership classes are offered at the Club, all of which require
either a refundable security deposit or a nonrefundable initiation fee.
Refundable security deposits are recorded as liabilities when received;
nonrefundable initiation fees are recognized as income when received.
 
                                     F-26

 
                          SWEETWATER GOLF PARTNERSHIP
          (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  The by-laws of the Club outline the conditions under which refundable
security deposits are to be returned to members. For resigning members, these
conditions include 30 days' written notice, full payment of unpaid dues and
charges and the existence of a full membership complement in the resigning
member's class of membership. Upon existence of these conditions, one
resigning member's security deposit will be refunded for each new member
admitted. Notwithstanding these conditions, all membership deposits are
refundable to members 30 years from the date their respective membership
applications became effective.
 
INCOME TAXES
 
  The Partnership is not subject to income tax as the individual partners are
responsible for reporting their pro rata share of the Partnership's taxable
income or loss. However, the Partnership's tax return is subject to
examination by the Internal Revenue Service. Consequently, the individual
partners' tax returns are subject to adjustment for any findings resulting
from such an examination.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
  Management has determined that the fair value of the Partnership's financial
instruments is equivalent to the carrying amount of such instruments as
presented or disclosed in the financial statements.
 
ESTIMATES
 
  The preparation of the Partnership's financial statements requires
management to make estimates and assumptions that affect the reported amounts
of certain assets and liabilities and disclosure of contingent asset and
liabilities at the date of the financial statements and the related reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. The Partnership's management believes that
the estimates made in connection with these financial statements are
reasonable.
 
NOTE 2--CHANGE IN STRUCTURE OF ORGANIZATION:
 
  The Partnership, a Texas general partnership, was established and assumed
ownership of the Division from SPI on August 19, 1994. SPI owns a 99%
interest, and First Colony Sports Properties, Inc., a wholly-owned subsidiary
of SPI, owns a 1% interest in the Partnership. Therefore, common control by
SPI continues to exist; additionally, virtually no change in the operations of
the Club, or in the basis of accounting for its assets and liabilities, has
occurred as a result of this change in the structure of the organization.
 
NOTE 3--INVENTORIES:
 
  Inventories are comprised of the following:
 


                                                     DECEMBER 31,     JUNE 30,
                                                   ----------------- -----------
                                                     1994     1995      1996
                                                   -------- -------- -----------
                                                                     (UNAUDITED)
                                                            
   Merchandise.................................... $211,209 $139,889  $154,831
   Food and beverage..............................   70,090   66,581    65,313
                                                   -------- --------  --------
                                                   $281,299 $206,470  $220,144
                                                   ======== ========  ========

 
 
                                     F-27

 
                          SWEETWATER GOLF PARTNERSHIP
          (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
NOTE 4--CLUBHOUSE, GOLF COURSE AND RELATED FACILITIES:
 
  The clubhouse, golf course and related facilities are comprised of the
following:
 


                                  DECEMBER 31,
                            -------------------------    JUNE 30,
                               1994          1995          1996
                            -----------  ------------  ------------
                                                       (UNAUDITED)
                                              
   Clubhouse building...... $10,330,357  $ 10,330,357  $ 10,330,357
   Other buildings and
    improvements...........   5,324,690     5,589,539     5,585,868
   Land development........   5,052,767     4,809,365     4,819,660
   Furniture, fixtures and
    equipment..............   3,543,220     3,300,780     3,566,244
                            -----------  ------------  ------------
                             24,251,034    24,030,041    24,302,129
   Accumulated
    depreciation...........  (9,972,182)  (10,342,293)  (10,698,431)
                            -----------  ------------  ------------
                             14,278,852    13,687,748    13,603,698
   Land....................   1,293,794     1,293,794     1,293,794
   Golf course land........   5,374,488     5,374,488     5,374,488
                            -----------  ------------  ------------
                             20,947,134    20,356,030    20,271,980
   Loss on disposal of
    assets.................                (2,700,000)   (2,700,000)
                            -----------  ------------  ------------
                            $20,947,134  $ 17,656,030  $ 17,571,980
                            ===========  ============  ============

 
  On July 1, 1996, the partnership sold all of its operating assets to an
unrelated party. Under the terms of the sale, the price paid for the
clubhouse, golf course and related facilities was determined to be
substantially lower than their net book value at December 31, 1995;
accordingly, these assets were written down at December 31, 1995 to reflect
their sales value.
 
  During 1993, 1994 and 1995 and the six months ended June 30, 1995 and 1996,
depreciation expense amounted to $923,924, $926,633, $909,695, $451,375 and
$482,152, respectively. Accumulated depreciation was reduced by $512,217 and
$539,584 in connection with the retirement of certain fixed assets during 1994
and 1995, respectively, and by $126,014 for the six months ended June 30,
1996.
 
NOTE 5--NOTES PAYABLE:
 
  Notes payable are comprised of the following:
 


                                                 DECEMBER 31,       JUNE 30,
                                             --------------------- -----------
                                                1994       1995       1996
                                             ---------- ---------- -----------
                                                                   (UNAUDITED)
                                                          
   Texas Commerce Bank, interest at prime
    plus 1.75% payable monthly, principal
    due August 24, 1996, secured by
    substantially all of the Partnership's
    assets.................................. $6,609,614 $6,609,614 $6,609,614
   Texas Commerce Bank, interest at prime
    plus 1.75% payable monthly, principal
    reduced by monthly instalment payments
    of $11,860, remaining principal due
    August 24, 1996, secured by a second
    lien on substantially all of the
    Partnership's assets....................  1,340,880  1,313,432  1,242,272
   Other notes, various interest rates,
    payable monthly, secured by equipment...      5,471        558        194
                                             ---------- ---------- ----------
                                             $7,955,965 $7,923,604 $7,852,080
                                             ========== ========== ==========

 
 
                                     F-28

 
                          SWEETWATER GOLF PARTNERSHIP
          (FORMERLY A DIVISION OF SUGARLAND PROPERTIES INCORPORATED)
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
NOTE 6--ADVANCES FROM SPI, NET:
 
  Advances from SPI, net are noninterest-bearing, unsecured and consist mainly
of reimbursable costs that are incurred by one party on behalf of the other in
addition to SPI's funding of cumulative working capital shortfalls. Management
of SPI has represented that repayment of these advances will not be required
within the next year, and accordingly, these obligations have been classified
as long-term on the balance sheet.
 
 
                                     F-29

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying statements of operations of Lakeway Country
Club for the years ended December 31, 1993 and 1994, and for the three months
ended March 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements of operations based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of operations are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of
operations. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall statements of operations presentation. We believe that our audits
provide a reasonable basis for our opinion.
 
  In our opinion, the statements of operations referred to above present
fairly, in all material respects, the results of operations of Lakeway Country
Club for the years ended December 31, 1993 and 1994, and for the three months
ended March 31, 1995, in conformity with generally accepted accounting
principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
July 3, 1996
 
                                     F-30

 
                              LAKEWAY COUNTRY CLUB
 
                            STATEMENTS OF OPERATIONS
 


                                       YEAR ENDED DECEMBER
                                               31,
                                      ---------------------- THREE MONTHS ENDED
                                         1993        1994      MARCH 31, 1995
                                      ----------  ---------- ------------------
                                                    
Operating revenues:
  Green fees, cart rentals and
   practice facility fees............ $4,592,525  $4,905,610     $1,250,549
  Food and beverage..................    589,293     621,563        152,099
  Pro shop...........................    629,669     616,394        157,022
  Other..............................    389,195     376,833         50,812
                                      ----------  ----------     ----------
Total operating revenues.............  6,200,682   6,520,400      1,610,482
Operating expenses
  Golf course and tennis center
   operations........................  3,548,790   3,650,040        865,257
  Cost of food and beverage..........    201,363     210,908         51,714
  Cost of pro shop sales.............    436,529     425,400        108,345
  General and administrative.........  1,783,988   1,627,991        307,572
  Depreciation.......................    601,218     580,573        173,971
                                      ----------  ----------     ----------
Total operating expenses.............  6,571,888   6,494,912      1,506,859
                                      ----------  ----------     ----------
Income (loss) from operations........   (371,206)     25,488        103,623
Interest income, net.................     20,890      15,293          6,356
                                      ----------  ----------     ----------
Net income (loss).................... $ (350,316) $   40,781     $  109,979
                                      ==========  ==========     ==========

 
 
 
                            See accompanying notes.
 
                                      F-31

 
                             LAKEWAY COUNTRY CLUB
 
                       NOTE TO STATEMENTS OF OPERATIONS
 
 YEARS ENDED DECEMBER 31, 1993 AND 1994 AND THREE MONTHS ENDED MARCH 31, 1995
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
  In 1991, the Federal Depository Insurance Corporation ("FDIC") took
possession of the assets of Lakeway Company. On January 31, 1995, Hillwood
Development Company ("Hillwood") purchased Lakeway Company from the FDIC.
 
  In April 1995, Cobblestone Holdings, Inc. ("Cobblestone") purchased Live Oak
Golf Course, Yaupon Golf Course, The Hills of Lakesway Golf Course and their
related assets and a tennis center and its related assets from Hillwood. The
assets purchased by Cobblestone were only a portion of Lakeway Company. These
assets are being referred to as Lakeway Country Club (the "Company") herein.
Lakeway Country Club is located north of Austin, Texas near Lake Travis.
 
  The accompanying statements of operations reflect the results of operations
from the assets acquired by Cobblestone. The statements of operations for the
years ended December 31, 1993 and 1994, and for the three month period ended
March 31, 1995 are not necessarily indicative of those that would have been
achieved by the Company had it operated on a stand-alone basis.
 
REVENUE
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which is recognized over the period during which the dues and fees
allow the members access to the facilities. The Company recognizes revenue on
initiation fees at the time the membership is sold.
 
PROPERTY, PLANT AND EQUIPMENT
 
  The Company's property, plant and equipment is depreciated using the
straight line over the estimated useful lives of the asset.
 
RELIANCE ON ESTIMATES
 
  The financial statements have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
INCOME TAXES
 
  Lakeway Country Club records income tax expense as if it would file tax
returns on a stand alone basis. No provision for income taxes has been made
due to the availability of the net operating loss carryforward to offset
taxable income.
 
                                     F-32

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the combined statements of operations of Stonebridge Country
Club, Inc. and The Ranch Country Club, Inc. for the year ended December 31,
1993 and the eleven and one-half months ended December 15, 1994. These
statements of operations are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of operations are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of
operations. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall statement of operations presentation. We believe that our audits
provide a reasonable basis for our opinion.
 
  In our opinion, the statements of operations referred to above present
fairly, in all material respects, the combined results of operations of
Stonebridge Country Club, Inc. and The Ranch Country Club, Inc. in conformity
with generally accepted accounting principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
June 21, 1996
 
                                     F-33

 
                         STONEBRIDGE COUNTRY CLUB, INC.
                          THE RANCH COUNTRY CLUB, INC.
 
                       COMBINED STATEMENTS OF OPERATIONS
 


                                                                     ELEVEN
                                                                    AND ONE-
                                                                      HALF
                                                                     MONTHS
                                                                      ENDED
                                                       YEAR ENDED   DECEMBER
                                                      DECEMBER 31,     15,
                                                          1993        1994
                                                      ------------ -----------
                                                             
Operating revenues
  Green fees, cart rental fees, practice facility
   fees, dues and initiation fees....................  $3,319,483  $ 3,611,663
  Food and beverage revenues.........................   1,149,343    1,151,130
  Pro shop sales.....................................     672,279      658,308
  Other..............................................     344,256      189,881
                                                       ----------  -----------
Total operating revenues.............................   5,485,361    5,610,982
Operating expenses:
  Golf course operations.............................   1,451,871    1,551,028
  Cost of food and beverage..........................   1,553,489    1,543,889
  Cost of pro shop sales.............................   1,262,266    1,145,852
  General and administrative.........................   1,952,595    2,726,511
  Depreciation and amortization......................     104,532      104,530
                                                       ----------  -----------
Total operating expenses.............................   6,324,753    7,071,810
                                                       ----------  -----------
Net loss.............................................  $ (839,392) $(1,460,828)
                                                       ==========  ===========

 
 
 
                            See accompanying notes.
 
                                      F-34

 
                        STONEBRIDGE COUNTRY CLUB, INC.
                         THE RANCH COUNTRY CLUB, INC.
 
                  NOTES TO COMBINED STATEMENTS OF OPERATIONS
 
 DECEMBER 31, 1993 AND THE ELEVEN AND ONE HALF MONTHS ENDED DECEMBER 15, 1994
 
1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
 
BUSINESS AND BASIS OF PRESENTATION
 
  Stonebridge Country Club, Inc. and The Ranch Country Club, Inc. (the
"Companies") own and operate two private country clubs. The Companies' main
activities include golf, tennis, swimming and dining. In December 1994,
Cobblestone Golf Group, Inc. purchased substantially all of the assets of the
Companies. Therefore, the accompanying statements of operations reflect the
results of operations from the assets acquired by Cobblestone. The statements
of operations for the years ended December 31, 1993 and the eleven and one
half months ended December 15, 1994 are not necessarily indicative of those
that would have been achieved by the Company had it operated on a stand-alone
basis.
 
REVENUE
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which is recognized over the period which the dues and fees allow
the members access to the facilities. The Company recognizes revenue on
initiation fees at the time the membership is sold.
 
PROPERTY, PLANT AND EQUIPMENT
 
  The Company's property, plant and equipment is depreciated using the
straight-line method over the estimated useful lives of the assets.
 
2. INCOME TAXES
 
  As a result of the Company's net loss, the accompanying statements of
operations does not include any provision for income taxes. The Company has
recorded a valuation allowance on its deferred tax assets since the
realization of such assets is uncertain.
 
                                     F-35

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying statements of operations of Brandermill
Country Club, L.P. for the year ended December 31, 1994 and the two months
ended February 28, 1995. These statements of operations are the responsibility
of the Partnership's management. Our responsibility is to express an opinion
on these statements of operations based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of operations are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of
operations. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall statements of operations presentation. We believe that our audits
provide a reasonable basis for our opinion.
 
  In our opinion, the statements of operations referred to above present
fairly, in all material respects, the results of operations of Brandermill
Country Club, L.P. for the year ended December 31, 1994 and the two months
ended February 28, 1995, in conformity with generally accepted accounting
principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
July 19, 1996
 
                                     F-36

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                            STATEMENTS OF OPERATIONS
 


                                                                     TWO MONTHS
                                                        YEAR ENDED     ENDED
                                                       DECEMBER 31, FEBRUARY 28,
                                                           1994         1995
                                                       ------------ ------------
                                                              
Operating revenues:
  Membership dues and initiation fees.................  $2,194,861    $359,939
  Food and beverage...................................     647,297      50,872
  Pro shop sales......................................     693,820      46,646
  Other...............................................      24,465       4,299
                                                        ----------    --------
Total operating revenues..............................   3,560,443     461,756
Operating expenses:
  Golf course, tennis and swimming pool operations....     776,614      52,373
  Cost of food and beverage...........................     806,432      95,872
  Cost of pro shop sales..............................     701,161      63,862
  General and administrative..........................     710,676     119,563
  Depreciation........................................      83,308      13,885
                                                        ----------    --------
Total operating expenses..............................   3,078,191     345,555
Income from operations................................     482,252     116,201
Interest expense, net.................................    (486,794)    (72,574)
                                                        ----------    --------
Net income (loss).....................................  $   (4,542)   $ 43,627
                                                        ==========    ========

 
 
                            See accompanying notes.
 
                                      F-37

 
                        BRANDERMILL COUNTRY CLUB, L.P.
 
                       NOTES TO STATEMENTS OF OPERATIONS
 
      YEAR ENDED DECEMBER 31, 1994 AND TWO MONTHS ENDED FEBRUARY 28, 1995
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
  Brandermill Country Club, L.P. ("BCC"), a limited partnership, owns and
operates a private country club in Midlothian, Virginia. The club's main
activities include golf, tennis, swimming and dining.
 
  In March 1995, BCC sold its land, inventory, receivables, and other selected
assets to Cobblestone Golf Group, Inc. The accompanying statements of
operations reflect the results of operations from the assets acquired by
Cobblestone. The statements of operations for the years ended December 31,
1993 and 1994, and for the three month period ended March 31, 1995 are not
necessarily indicative of those that would have been achieved by the Company
had it operated on a stand-alone basis.
 
REVENUE
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which are recognized over the period which the dues and fees allow
the members access to the facilities. The Company recognizes revenue on
initiation fees for the amount of the deposit and the amount of the note
receivable at the time the membership is sold.
 
PROPERTY, PLANT AND EQUIPMENT
 
  The Company's property, plant and equipment is depreciated using the
straight-line method over the estimated useful lives of the asset.
 
RELIANCE ON ESTIMATES
 
  The financial statements have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
2. INCOME TAXES
 
  Under the provisions of the Internal Revenue Code, partnerships are not
subject to income taxes. For income tax purposes, any income or losses
realized are taxable to the individual partners.
 
                                     F-38

 
                         INDEPENDENT AUDITORS' REPORT
 
Brandermill Country Club, L.P.
Richmond, Virginia
 
  We have audited the balance sheet of Brandermill Country Club, L.P. as of
December 31, 1993, and the related statements of operations, partners'
deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brandermill Country Club,
L.P. at December 31, 1993, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
 
                                          BDO Seidman, LLP
 
Richmond, Virginia
April 12, 1994
 
 
                                     F-39

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                                 BALANCE SHEET
 
                               DECEMBER 31, 1993
 
                                                               
ASSETS
Current assets
 Cash............................................................ $    96,312
 Accounts receivable (Note 2)....................................      55,166
 Prepaids and other assets.......................................       2,580
                                                                  -----------
Total current assets.............................................     154,058
                                                                  -----------
Property and equipment, net of accumulated depreciation (Notes 1
 and 2)..........................................................   1,415,609
                                                                  -----------
Other assets.....................................................         440
                                                                  -----------
                                                                  $ 1,570,107
                                                                  ===========
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities
 Accounts payable................................................     $55,271
 Current maturities of long-term debt (Note 2)...................      53,670
 Other liabilities...............................................         --
                                                                  -----------
Total current liabilities........................................     108,941
Long-term debt, less current maturities (Note 2).................   4,541,874
                                                                  -----------
Total liabilities................................................   4,650,815
                                                                  -----------
Commitments (Note 3).............................................
                                                                  -----------
Partners' deficit
 General partner.................................................    (323,416)
 Limited partners................................................  (2,757,292)
                                                                  -----------
Total partners' deficit..........................................  (3,080,708)
                                                                  -----------
                                                                  $ 1,570,107
                                                                  ===========


 
 
 See accompanying independent auditors' report, summary of accounting policies
                       and notes to financial statements.
 
                                      F-40

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                            STATEMENT OF OPERATIONS
 
                          YEAR ENDED DECEMBER 31, 1993
 
                                                                  
REVENUES
 Membership dues.................................................... $1,976,682
 Initiation fees....................................................    217,936
 Golf course revenue................................................    398,084
 Other income.......................................................     20,657
                                                                     ----------
 Total revenues.....................................................  2,613,359
                                                                     ----------
OPERATING EXPENSES
 Management fees (Note 4)...........................................  1,038,933
 Depreciation and amortization......................................    131,137
 Repairs and maintenance............................................    199,012
 Supplies...........................................................    112,182
 Utilities and telephone............................................    124,344
 Insurance..........................................................     45,703
 Rent (Note 3)......................................................     88,913
 Real estate tax....................................................     46,242
 Other expenses.....................................................    292,140
                                                                     ----------
Total operating expenses............................................  2,078,606
                                                                     ----------
Operating income....................................................    534,753
INTEREST EXPENSE, NET...............................................    517,407
                                                                     ----------
NET INCOME.......................................................... $   17,346
                                                                     ==========



 
 
 See accompanying independent auditors' report, summary of accounting policies
                       and notes to financial statements.
 
                                      F-41

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                         STATEMENT OF PARTNERS' DEFICIT
 
                          YEAR ENDED DECEMBER 31, 1993
 


                                            GENERAL     LIMITED
                                            PARTNER    PARTNERS       TOTAL
                                           ---------  -----------  -----------
                                                          
PARTNERS' DEFICIT, December 31, 1992...... $(322,054) $(2,749,949) $(3,072,003)
Distributions to partners.................    (4,071)     (21,980)     (26,051)
Net income for the year...................     2,709       14,637       17,346
                                           ---------  -----------  -----------
PARTNERS' DEFICIT, December 31, 1993...... $(323,416) $(2,757,292) $(3,080,708)
                                           =========  ===========  ===========

 
 
 
 See accompanying independent auditors' report, summary of accounting policies
                       and notes to financial statements.
 
                                      F-42

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                            STATEMENT OF CASH FLOWS
 
                          YEAR ENDED DECEMBER 31, 1993
 
                                                                   
OPERATING ACTIVITIES
 Net income.......................................................... $ 17,346
 Adjustments to reconcile net income to net cash provided by
  operating activities
  Depreciation and amortization......................................  131,137
  Decrease in accounts receivable....................................    6,834
  Decrease in prepaids and other assets..............................      --
  Increase (decrease) in accounts payable............................  (22,773)
  Other..............................................................  (12,826)
                                                                      --------
Net cash provided by operating activities............................  119,718
                                                                      --------
INVESTING ACTIVITIES
 Purchase of property and equipment..................................  (47,500)
                                                                      --------
Net cash absorbed by investing activities............................  (47,500)
                                                                      --------
FINANCING ACTIVITIES
 Payments on long-term debt..........................................  (47,866)
 Distributions to partners...........................................  (26,051)
                                                                      --------
Net cash absorbed by financing activities............................  (73,917)
                                                                      --------
INCREASE (DECREASE) IN CASH..........................................   (1,699)
CASH, beginning of year..............................................   98,011
                                                                      --------
CASH, end of year.................................................... $ 96,312
                                                                      ========


 
 
 See accompanying independent auditors' report, summary of accounting policies
                       and notes to financial statements.
 
                                      F-43

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                         SUMMARY OF ACCOUNTING POLICIES
 
                      
 NATURE OF                Brandermill Country Club, L.P. ("BCC"), a limited
 BUSINESS                 partnership, owns and operates a private country club
                          in Midlothian, Virginia. The club's main activities
                          include golf, tennis, swimming and dining.
 OTHER ASSETS             Other assets consist primarily of deferred financing
                          costs related to the note payable to Crestar Bank,
                          and are being amortized over the term of the note,
                          (five years).
 PROPERTY AND             Property and equipment is stated at cost.
 EQUIPMENT                Expenditures for ordinary maintenance and repairs are
                          charged to expense as incurred. Cost of betterments,
                          renewals and major replacements are capitalized. At
                          the time properties are retired or otherwise disposed
                          of, the related costs and allowances for depreciation
                          are eliminated from the accounts and any gain or loss
                          on disposition is reflected in income.
                          Depreciation is computed using accelerated methods
                          over the estimated useful lives of the assets.
 INCOME TAXES             BCC is a partnership and, consequently, each partner
                          will report their proportional share of the income,
                          losses and credits on their individual tax return.
 SUPPLEMENTAL DISCLOSURE  Cash payments for interest amounted to $518,310 for
 OF CASH FLOW INFORMATION the year ended December 31, 1993.

 
 
 
                 See accompanying independent auditors' report.
 
                                      F-44

 
                         BRANDERMILL COUNTRY CLUB, L.P.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. PROPERTY AND EQUIPMENT
 
  Property and equipment is comprised of the following:
 


                                                                    DECEMBER 31,
                                                                        1993
                                                                    ------------
                                                                 
Land...............................................................  $  349,099
Buildings..........................................................     823,579
Land improvements..................................................     309,030
Furniture and fixtures.............................................     163,050
Machinery and equipment............................................     151,331
Tennis courts......................................................      29,070
Landscaping........................................................      34,438
Shuffleboard courts................................................       1,492
Parking lots.......................................................      10,229
                                                                     ----------
                                                                      1,871,318
Less accumulated depreciation......................................     455,709
                                                                     ----------
Net property and equipment.........................................  $1,415,609
                                                                     ==========

 
2. LONG-TERM DEBT
 
  Long-term debt is comprised of the following:
 


                                                                  DECEMBER 31,
                                                                      1993
                                                                  ------------
                                                               
Note payable to Crestar Bank (Crestar), with interest at 11%,
 collateralized by property and equipment with a book value of
 approximately $1,416,000 at December 31, 1993, a first security
 interest in accounts receivable, and personal guarantees of the
 limited partners, due in 59 monthly installments (amortized on a
 25-year basis) through March 1, 1995, with the final installment
 equal to an amount to pay the loan in full due on April 1, 1995
 (See below).....................................................  $4,595,544
Less current maturities..........................................      53,670
                                                                   ----------
                                                                   $4,541,874
                                                                   ==========

 
  On January 28, 1994, the Partnership entered into a new note agreement with
NationsBank in the principal amount of $5,550,000; proceeds of which were used
primarily to pay off the Crestar note. The new note bears interest at 7.70%.
Principal and interest are payable by the Partnership in monthly installments
of $45,757 through February 1997, on which date the entire remaining principal
balance is due.
 
  Amounts maturing under the new note during each of its remaining years are as
follows: 1994--$110,552; 1995--$129,085; 1996--$139,531; 1997--$5,170,832.
 
3. COMMITMENTS
 
  BCC leases certain equipment under operating leases expiring at various dates
through 1998. Future minimum rental payments required that have initial or
remaining noncancelable terms in excess of one year as of December 31, 1993 are
approximately $61,521 in 1994; $58,514 in 1995; $58,514 in 1996; $43,952 in
1997; and $39,601 in 1998. Total rental expense amounted to $88,913 for the
year ended December 31, 1993.
 
                 See accompanying independent auditors' report.
 
                                      F-45

 
                        BRANDERMILL COUNTRY CLUB, L.P.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
4. RELATED PARTY TRANSACTIONS
 
  For the year ended December 31, 1993 BCC paid $1,038,933 to East West
Partners of Virginia, Inc., a related entity to BCC, for management and
administrative fees. This amount relates primarily to salary and employee
benefit costs incurred by employees of East West.
 
 
 
                See accompanying independent auditors' report.
 
                                     F-46

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying statements of income for Pecan Grove
Plantation Country Club, Inc. (the "Club") for the year ended December 31,
1993 and the month ended January 31, 1994. These statements of income are the
responsibility of the Club's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of income are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statements of income. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
income presentation. We believe that our audits provide a reasonable basis for
our opinion.
 
  In our opinion, the statements of income referred to above present fairly,
in all material respects, the results of operations of Pecan Grove Plantation
Country Club, Inc. for the year ended December 31, 1993 and the month ended
January 31, 1994, in conformity with generally accepted accounting principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
July 19, 1996
 
                                     F-47

 
                   PECAN GROVE PLANTATION COUNTRY CLUB, INC.
 
                              STATEMENTS OF INCOME
 


                                                        YEAR ENDED  MONTH ENDED
                                                       DECEMBER 31, JANUARY 31,
                                                           1993        1994
                                                       ------------ -----------
                                                              
Operating revenues:
  Green fees, cart rental fees, practice facility
   fees, dues and initiation fees.....................  $2,282,397   $182,064
  Food and beverage revenues..........................     408,847     20,067
  Pro shop sales......................................     283,230      5,980
  Other...............................................      26,522      1,177
                                                        ----------   --------
Total operating revenues..............................   3,000,996    209,288
Operating expenses:
  Golf course operations..............................   2,380,405    171,304
  Cost of food and beverage...........................     177,772      7,151
  Cost of pro shop sales..............................     265,547     11,606
  Depreciation and amortization.......................      79,295      6,125
                                                        ----------   --------
Total operating expenses..............................   2,903,019    196,186
Income from operations................................      97,977     13,102
Provision for income taxes............................      25,404      4,000
                                                        ----------   --------
Net income............................................  $   72,573   $  9,102
                                                        ==========   ========

 
 
                            See accompanying notes.
 
                                      F-48

 
                      PECAN GROVE PLANTATION COUNTRY CLUB
 
                         NOTES TO STATEMENTS OF INCOME
 
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
  Pecan Grove Plantation Country Club (the "Company") is located in Richmond,
Texas, and consists of a 27-hole private golf course, driving range, tennis
courts, pool, clubhouse and pro shop. In February, 1994 the Company sold its
land, inventory, receivables, and other selected assets to Cobblestone Golf
Group, Inc.
 
  The accompanying statements of income reflect the results of operations from
the assets acquired by Cobblestone Golf Group, Inc.. The statements of
operations for the year ended December 31, 1993 and for the month ended
January 31, 1994 are not necessarily indicative of those that would have been
achieved by the Company had it operated on a stand alone basis.
 
REVENUE
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which are recognized over the period during which the dues and fees
allow the members access to the facilities. The Company recognizes revenue on
initiation fees at the time the membership is sold.
 
PROPERTY, PLANT AND EQUIPMENT
 
  The Company's property, plant and equipment is depreciated using the
straight-line method over the estimated useful lives of the asset.
 
RELIANCE ON ESTIMATES
 
  The statements of income have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the statements of income and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
2. INCOME TAXES
 
  The provision (benefit) for income taxes at January 31, 1994 and December
31, 1993 consists of the following:
 


                                                        DECEMBER 31, JANUARY 31,
                                                            1993        1994
                                                        ------------ -----------
                                                               
      Current:
        Federal........................................   $20,882      $3,280
        State..........................................     4,522         720
      Deferred:
        Federal........................................       --          --
        State..........................................       --          --
                                                          -------      ------
                                                          $25,404      $4,000
                                                          =======      ======

 
                        See accountants' review report.
 
                                     F-49

 
                      PECAN GROVE PLANTATION COUNTRY CLUB
 
                   NOTES TO STATEMENTS OF INCOME--(CONTINUED)
 
2. INCOME TAXES (CONTINUED)
 
  A reconciliation of the effective tax rates and the statutory federal income
tax rates are as follows:
 


                                 DECEMBER 31, JANUARY 31,
                                     1993        1994
                                 ------------ -----------
                                        
       Tax at federal rate.....    $ 35,174     $ 4,717
       State income tax, net of
        federal tax benefits...       2,939         469
       Benefit of graduated
        rates..................     (12,709)     (1,186)
                                   --------     -------
                                   $ 25,404     $ 4,000
                                   ========     =======

 
 
 
                        See accountants' review report.
 
                                      F-50

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying statement of income of Ocean Vista Land
Company for the five months ended May 31, 1993. This statement of income is
the responsibility of Ocean Vista Land Company's management. Our
responsibility is to express an opinion on this statement of income based on
our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of income is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of income. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
income presentation. We believe that our audit provides a reasonable basis for
our opinion.
 
  In our opinion, the statement of income referred to above presents fairly,
in all material respects, the results of operations of Ocean Vista Land
Company for the five months ended May 31, 1993, in conformity with generally
accepted accounting principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
July 19, 1996
 
                                     F-51

 
                            OCEAN VISTA LAND COMPANY
 
                              STATEMENT OF INCOME
 
                         FIVE MONTHS ENDED MAY 31, 1993
 
                                                                  
Operating revenues:
  Green fees, cart rental fees, practice facility fees,
   dues and initiation fees......................................... $1,815,550
  Food and beverage revenues........................................    482,836
  Other.............................................................    260,631
                                                                     ----------
Total operating revenues............................................  2,559,017
Operating expenses:
  Golf course operations............................................    619,879
  Cost of food and beverage.........................................    483,235
  General and administrative........................................  1,020,490
                                                                     ----------
Total operating expenses............................................  2,123,604
                                                                     ----------
Net income.......................................................... $  435,413
                                                                     ==========


 
 
                            See accompanying notes.
 
                                      F-52

 
                           OCEAN VISTA LAND COMPANY
 
                          NOTE TO STATEMENT OF INCOME
 
                        FIVE MONTHS ENDED MAY 31, 1993
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
  Ocean Vista Land Company owns and operates the El Camino Country Club ("El
Camino") and Whispering Palms Lodge and Country Club ("Whispering Palms"). El
Camino is located in Oceanside, California, and consists of an 18-hole private
golf course, driving range, tennis courts, pool, clubhouse and pro shop.
Whispering Palms is located in Rancho Santa Fe, California, and consists of a
27-hole semi-private golf course, lodge, tennis courts, swimming pool,
clubhouse and pro shop.
 
  In June 1993, Cobblestone Golf Group, Inc. purchased substantially all of
the stock of Ocean Vista Land Company.
 
REVENUE
 
  Operating revenue is recognized when received except for dues and fees paid
in advance which are recognized over the period during which the dues and fees
allow the members access to the facilities. The Company recognizes revenue on
initiation at the time the membership is sold.
 
RELIANCE ON ESTIMATES
 
  The financial statements have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
INCOME TAXES
 
  The effective rate for income tax differs from the statutory rate as a
result of the change in deferred taxes related to the write off of notes
receivable and investments.
 
                                     F-53

 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors
Cobblestone Golf Group, Inc.
 
  We have audited the accompanying statement of operations of Saticoy Regional
Golf Course for the two and a half months ended March 12, 1993. This statement
of operations is the responsibility of Saticoy Regional Golf Course's
management. Our responsibility is to express an opinion on this statement of
operations based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of operations is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of
operations. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall statement of operations presentation. We believe that our audit
provides a reasonable basis for our opinion.
 
  In our opinion, the statement of operations referred to above presents
fairly, in all material respects, the results of operations of Saticoy
Regional Golf Course for the two and a half months ended March 12, 1993, in
conformity with generally accepted accounting principles.
 
                                          ERNST & YOUNG LLP
 
San Diego, California
July 19, 1996
 
                                     F-54

 
                          SATICOY REGIONAL GOLF COURSE
 
                            STATEMENT OF OPERATIONS
 
               FOR THE TWO AND A HALF MONTHS ENDED MARCH 12, 1993
 
                                                                   
Operating revenues:
  Green fees, golf cart and range revenue............................ $ 77,538
  Food and beverage..................................................    7,249
  Pro shop sales.....................................................    4,050
  Other..............................................................    4,205
                                                                      --------
Total operating revenues.............................................   93,042
Operating expenses:
  Golf course operations.............................................   43,302
  Cost of food and beverage..........................................    4,415
  Cost of pro shop sales.............................................    3,911
  General and administrative.........................................   21,687
  Depreciation.......................................................   15,824
                                                                      --------
Total operating expenses.............................................   89,139
Income from operations...............................................    3,903
Interest expense, net................................................  (14,499)
                                                                      --------
Net income (loss).................................................... $(10,596)
                                                                      ========


 
 
 
                            See accompanying notes.
 
                                      F-55

 
                         SATICOY REGIONAL GOLF COURSE
 
                       NOTES TO STATEMENT OF OPERATIONS
 
               FOR THE TWO AND HALF MONTHS ENDED MARCH 12, 1993
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
  Saticoy Regional Golf Course (the "Company") is a public golf course located
in Ventura, California. The facility consists of a 9-hole municipal golf
course, driving range, and pro shop.
 
  In March of 1993, Cobblestone Golf Group, Inc. acquired the leasehold
interest in the operations of the Company.
 
REVENUE
 
  Operating revenue is recognized when received.
 
PROPERTY, PLANT AND EQUIPMENT
 
  Property, plant and equipment is depreciated using the straight-line method
over the estimated useful lives of the asset.
 
INCOME TAXES
 
  As a result of the Company's net loss, the accompanying statement of
operations does not include any provision for income taxes. The Company has
recorded a valuation allowance on its deferred tax assets since the
realization of such assets is uncertain.
 
                                     F-56

 
            UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
 
  The following unaudited pro forma consolidated financial information of the
Company presents the uanudited pro forma consolidated statements of operations
for the year ended September 30, 1995, and the nine months ended June 30,
1996, and the unaudited pro forma consolidated balance sheet at June 30, 1996.
The pro forma combined consolidated statements of operations for the year
ended September 30, 1995, and the nine months ended June 30, 1996, have been
adjusted to give effect to (i) the Company's acquisition of Red Mountain Ranch
Country Club (completed in January, 1995), the Hills of Lakeway (completed in
March, 1995), Live Oak Golf Course (completed in March, 1995), Brandermill
Country Club (completed in March, 1995), Yaupon Golf Course (completed in
March, 1995), The Ranch Country Club (completed in December, 1994),
Stonebridge Country Club (completed in December, 1994), (ii) the Company's
acquisition of Eagle Crest Country Club (completed in June, 1996), and
Sweetwater Country Club (completed in July, 1996), in each case as if such
transactions had occurred on October 1, 1994. The pro forma consolidated
balance sheet at June 30, 1996, has been adjusted to give effect to the
acquisition of Sweetwater Country Club, which occurred after June 30, 1996.
Pro forma adjustments relating to the 1995 Acquisitions and the 1996
Acquisitions are referred to herein collectively as the "Pro Forma Acquisition
Adjustments."
 
  The pro forma as adjusted consolidated statements of operations for the year
ended September 30, 1995 and for the nine months ended June 30, 1996, give
additional effect to (i) the issuance by the Company of $70,000,000 aggregate
principal amount of its 11 1/2% Series A Senior Notes due 2003, (ii) the
issuance by Holdings of 86,000 units, each consisting of $1,000 principal
amount at maturity of its 13 1/2% Series A Senior Zero-Coupon Notes due 2004
and one share of its common stock, for $352.04 per unit, and the contribution
by Holdings to the Company of the net proceeds of $28.7 million, (iii) the
increase in interest expense as a result of the increase in indebtedness, (iv)
the write-off of the unamortized loan fees, in each case as if such
transactions had occurred on the first day of the period presented. The pro
forma adjustments relating to the transactions referred to in clauses (i)
through (iv) are referred to herein collectively as the "Pro Forma Offering
Adjustments."
 
  The Pro Forma Acquisition Adjustments and Pro Forma Offering Adjustments
represent the Company's determination of all adjustments necessary to present
fairly the Company's pro forma results of operations and financial position
and are based upon available information and certain assumptions considered
reasonable under the circumstances. The pro forma consolidated financial
information presented herein does not purport to present what the Company's
financial position or results of operations would actually have been had such
events leading to the Pro Forma Acquisition Adjustments and Pro Forma Offering
Adjustments in fact occurred on the date or at the beginning of the periods
indicated or to project the Company's financial position or results of
operations for any future date or period.
 
  The pro forma consolidated financial information should be read in
conjunction with the historical Consolidated Financial Statements of the
Company and the Notes thereto and management's discussion thereof contained
elsewhere in this Prospectus. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's Consolidated
Financial Statements and the Notes thereto.
 
                                     F-57

 
           UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
 
                     FOR THE YEAR ENDED SEPTEMBER 30, 1995
 


                                                                    PRO FORMA                    PRO FORMA
                    HISTORICAL         1995             1996       ACQUISITIONS     PRO FORMA    OFFERING        PRO FORMA
                      COMPANY    ACQUISITIONS (7) ACQUISITIONS (8) ADJUSTMENTS      COMBINED    ADJUSTMENTS     AS ADJUSTED
                    -----------  ---------------- ---------------- ------------    -----------  -----------     -----------
                                                                                           
Operating revenues:
 Green fees, cart
  rental fees,
  practice
  facility fees,
  dues and
  initiation
  fees............  $38,043,441     $4,263,175      $ 7,766,082     $      --      $50,072,698  $       --      $50,072,698
 Food and beverage
  revenues........    7,034,407        857,275        2,074,500            --        9,966,182          --        9,966,182
 Pro shop sales...    3,311,062        705,421          840,810            --        4,857,293          --        4,857,293
 Other............    1,473,869        172,703          557,146            --        2,203,718          --        2,203,718
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Total operating
 revenues.........   49,862,779      5,998,574       11,238,538            --       67,099,891          --       67,099,891
Operating
 expenses:
 Golf course
  operations......   29,591,886      2,313,558        2,967,097            --       34,872,541          --       34,872,541
 Cost of food and
  beverage........    2,613,295        799,046        2,124,723            --        5,537,064          --        5,537,064
 Cost of pro shop
  sales...........    2,221,330        717,656          681,019            --        3,620,005          --        3,620,005
 General and
  administrative..    2,517,423      2,329,720        3,623,606      1,168,375 (1)   9,639,124          --        9,639,124
 Depreciation and
  amortization....    6,144,430        422,824        1,084,719       (597,704)(2)   7,054,269          --        7,054,269
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Total operating
 expense..........   43,088,364      6,582,804       10,481,164        570,671      60,723,003          --       60,723,003
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Income (loss) from
 operations.......    6,774,415       (584,230)         757,374       (570,671)      6,376,888          --        6,376,888
Interest expense,
 net..............   (8,019,072)      (209,452)        (844,873)      (339,586)(3)  (9,412,983)     968,027 (4)  (8,444,956)
Loss on disposal
 of assets........          --             --        (2,700,000)     2,700,000 (6)         --           --              --
Gain on insurance
 settlement.......      746,845                                            --          746,845          --          746,845
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Loss before income
 taxes and
 extraordinary
 item.............     (497,812)      (793,682)      (2,787,499)     1,789,743      (2,289,250)     968,027      (1,321,223)
Provision for
 income taxes.....      208,000            --               --             --          208,000          --          208,000
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Loss before
 extraordinary
 item.............     (705,812)      (793,682)      (2,787,499)     1,789,743      (2,497,250)     968,027      (1,529,223)
Extraordinary
 item.............          --             --               --             --              --    (2,998,986)(5)  (2,998,986)
                    -----------     ----------      -----------     ----------     -----------  -----------     -----------
Net loss..........  $  (705,812)    $ (793,682)     $(2,787,499)    $1,789,743     $(2,497,250) $(2,030,959)    $(4,528,209)
                    ===========     ==========      ===========     ==========     ===========  ===========     ===========

 
 
                            See accompanying notes.
 
                                      F-58

 
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AT SEPTEMBER
                                   30, 1995
 
(1) Represents operating lease payments related to Sweetwater Country Club
    assuming the lease on the property was acquired at the beginning of the
    period.
 
(2) Represents the elimination of the historical depreciation and amortization
    of 1995 and 1996 Acquisitions of $422,824 and $1,084,719, respectively,
    and the Company's estimate for depreciation and amortization of $664,959,
    and $244,880, respectively, assuming the property, equipment and leasehold
    interests acquired were stated at fair market value at the beginning of
    the period.
 
(3) Represents the net effect from the elimination of historical interest
    expense for the 1995 and 1996 Acquisitions of $209,452 and $844,873,
    respectively, and the effect on interest expense from the borrowings
    required to fund the 1995 and 1996 Acquisitions as if the transactions
    were consummated at the beginning of the period of $788,974 and $604,937,
    respectively.
 
(4) Represents the net effect from the elimination of historical interest
    expense of $9,447,651 assuming all existing debt was repayed by the use of
    offering proceeds at the beginning of the period and the effects on
    interest expense related to the debt offering of $8,479,624.
 
(5) Represents the write-off of the unamortized loan fees.
 
(6) Represents the elimination of the loss on disposal of assets related to
    Sweetwater Country Club.
 
(7) The following is a summary of revenue and net income (loss) for the 1995
    Acquisitions:
 


                                                   REVENUE   NET INCOME (LOSS)
                                                  ---------- -----------------
                                                       
      Red Mountain Ranch C.C..................... $  593,062     $ (52,877)
      Stonebridge C.C. and The Ranch C.C. (a)....  1,084,880      (908,984)
      Brandermill C.C............................  1,308,264       142,351
      The Hills of Lakeway, Live Oak Golf Course
       and Yaupon Golf Course (a)................  3,012,368        25,828
                                                  ----------     ---------
                                                  $5,998,574     $(793,682)
                                                  ==========     =========

 
(a) Facilities were acquired as part of the same acquisition. Therefore,
    amounts are combined.
 
(8) The following is a summary of revenue and net income (loss) for the 1996
    Acquisitions:
 


                                                    REVENUE   NET INCOME (LOSS)
                                                  ----------- -----------------
                                                        
      Eagle Crest Golf Club...................... $ 1,630,157    $    76,631
      Sweetwater C.C.............................   9,608,381     (2,864,530)
                                                  -----------    -----------
                                                  $11,238,538    $(2,787,899)
                                                  ===========    ===========

 
                                     F-59

 
           UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
 
                    FOR THE NINE MONTHS ENDED JUNE 30, 1996
 


                                                        PRO FORMA                    PRO FORMA
                          HISTORICAL        1996       ACQUISITIONS     PRO FORMA    OFFERING       PRO FORMA
                            COMPANY    ACQUISITIONS(5) ADJUSTMENTS      COMBINED    ADJUSTMENTS    AS ADJUSTED
                          -----------  --------------- ------------    -----------  -----------    -----------
                                                                                 
Operating revenues:
 Green fees, cart rental
  fees, practice
  facility fees, dues
  and initiation fees...  $31,760,988    $6,094,034     $     --       $37,855,022  $      --      $37,855,022
 Food and beverage
  revenues..............    6,886,496     1,723,726           --         8,610,222         --        8,610,222
 Pro shop sales.........    3,403,735       618,550           --         4,022,285         --        4,022,285
 Other..................    1,664,652       393,791           --         2,058,443         --        2,058,443
                          -----------    ----------     ---------      -----------  ----------     -----------
Total operating
 revenues...............   43,715,871     8,830,101           --        52,545,972         --       52,545,972
Operating expenses:
 Golf course
  operations............   25,860,509     2,884,921           --        28,745,430         --       28,745,430
 Cost of food and
  beverage..............    2,331,328     1,667,628           --         3,998,956         --        3,998,956
 Cost of pro shop
  sales.................    2,259,311       495,186           --         2,754,497         --        2,754,497
 General and
  administrative........    2,595,799     1,913,122       876,281 (1)    5,385,202         --        5,385,202
 Depreciation and
  amortization..........    5,353,224       921,659      (737,998)(2)    5,636,885         --        5,536,885
                          -----------    ----------     ---------      -----------  ----------     -----------
Total operating
 expense................   38,400,171     7,882,516       138,283       46,420,970         --       46,420,970
Income (loss) from
 operations.............    5,315,700       947,585      (138,283)       6,125,002         --        6,125,002
Interests expenses,
 net....................   (7,840,218)     (604,786)      151,083(3)    (8,293,921)  1,719,690(4)   (6,574,231)
                          -----------    ----------     ---------      -----------  ----------     -----------
Income (loss) before
 income taxes and
 extraordinary item.....   (2,524,518)      342,799        12,800       (2,168,919)  1,719,690        (449,229)
Provision for income
 taxes..................      137,480           --            --           137,480         --          137,480
                          -----------    ----------     ---------      -----------  ----------     -----------
Income (loss) before
 extraordinary item.....   (2,661,998)      342,799        12,800       (2,306,399)  1,719,690        (586,709)
Extraordinary items.....   (3,520,401)          --            --        (3,520,401)  3,520,401             --
                          -----------    ----------     ---------      -----------  ----------     -----------
Net income (loss).......  $(6,182,399)   $  342,799     $  12,800      $(5,826,800) $5,240,091     $  (586,709)
                          ===========    ==========     =========      ===========  ==========     ===========

 
 
                            See accompanying notes.
 
                                      F-60

 
 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AT JUNE 30,
                                     1996
 
(1) Represents operating lease payments related to Sweetwater Country Club
    assuming the lease on the property was acquired at the beginning of the
    period.
 
(2) Represents the elimination of the historical depreciation and amortization
    of 1996 Acquisitions of $921,659 and the Company's estimate for
    depreciation and amortization of $183,661 assuming the property, equipment
    and leasehold interests acquired were stated at fair market value at the
    beginning of the period.
 
(3) Represents the net effect from the elimination of historical interest
    expense for the 1996 Acquisitions of $604,786 and the effect on interest
    expense from the borrowings required to fund the 1996 Acquisitions as if
    the transactions were consummated at the beginning of the period of
    $453,703.
 
(4) Represents the net effect from the elimination of historical interest
    expense of $7,369,575 assuming all existing debt was repayed by the use of
    offering proceeds at the beginning of the period and the effects on
    interest expense related to the debt offering of $5,649,885.
 
(5) The following is a summary of revenue and net income for the 1996
    Acquisitions:
 


                                                           REVENUE   NET INCOME
                                                          ---------- ----------
                                                               
      Eagle Crest Golf Club.............................. $1,356,437  $ 97,479
      Sweetwater C.C.....................................  7,473,664   245,320
                                                          ----------  --------
                                                          $8,830,101  $342,799
                                                          ==========  ========

 
                                     F-61

 
        UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996
 


                                        SWEETWATER
                           HISTORICAL      C.C.             PRO FORMA        PRO FORMA AS
                          COMPANY (1)   ACQUISITION  ACQUISITION ADJUSTMENTS   ADJUSTED
                          ------------  -----------  ----------------------- ------------
                                                        DEBITS (CREDITS)
                                                                 
ASSETS
Current assets:
 Cash and cash
  equivalents...........  $  1,841,057  $   642,300       $   (176,393)(3)   $  2,306,964
 Accounts receivable,
  net...................     2,469,851    1,081,436         (1,081,436)(3)      2,469,851
 Current portion of
  notes receivable,
  net...................     1,592,206          --                 --           1,592,206
 Inventory..............     1,950,223      220,144            (34,278)(3)      2,136,089
 Prepaid expenses and
  other current assets..       452,747       57,974            (44,015)(3)        466,706
                          ------------  -----------       ------------       ------------
Total current assets....     8,306,084    2,001,854         (1,336,122)         8,971,816
Property, equipment and
 leasehold interest,
 net....................   138,161,490   17,571,980        (17,571,980)(2)    138,161,490
Notes receivable, net...     3,745,263          --                 --           3,745,263
Intangibles assets,
 net....................     3,969,931          --                 --           3,969,931
Other assets, net.......     3,847,212          --                 --           3,847,212
                          ------------  -----------       ------------       ------------
                          $158,029,980  $19,573,834       $(18,908,102)      $158,695,712
                          ============  ===========       ============       ============
LIABILITIES AND
 STOCKHOLDERS'
 EQUITY/PARTNERS'
 CAPITAL
Current liabilities:
 Accounts payable.......     1,349,985      163,035            163,035 (4)   $  1,349,985
 Accrued payroll and
  related expenses......     1,686,971          --                 --           1,686,971
 Accrued interest
  expense...............       670,833          --                 --             670,833
 Accrued property
  taxes.................       675,330          --                 --             675,330
 Deferred revenue.......     1,967,909      651,315            179,570 (4)      2,439,654
 Current portion of
  long-term debt and
  capital lease
  obligations...........       441,552          --                 --             441,552
 Current portion of
  deferred purchase
  price.................       248,329          --                 --             248,329
 Income taxes payable...         7,196          --                 --               7,196
 Other current
  liabilities...........       495,619      413,229            219,242 (4)        689,606
                          ------------  -----------       ------------       ------------
Total current
 liabilities............     7,543,724    1,227,579            561,847          8,209,456
Long term debt, security
 deposits and capital
 lease obligations......    77,094,527   13,927,718         13,927,718 (4)     77,094,527
Note payable to
 stockholder/officer....       222,971          --                 --             222,971
Deferred purchase
 price..................       924,692          --                 --             924,692
Long-term deferred
 revenue................     2,481,326          --                 --           2,481,326
Deferred income taxes...     3,458,583          --                 --           3,458,583
Minority interest.......       380,984          --                 --             380,984
Commitments
Stockholders'
 equity/partners'
 capital
 Redeemable preferred
  stock.................         4,307          --                 --               4,307
 Common stock...........         1,348          --                 --               1,348
 Paid in capital........    75,064,620    7,157,899          7,157,899 (5)     75,064,620
 Retained earnings
  (accumulated
  deficit)..............    (9,147,102)  (2,739,362)        (2,739,362)(5)     (9,147,102)
                          ------------  -----------       ------------       ------------
Total stockholders'
 equity/partners'
 capital................    65,923,173    4,418,537          4,418,537         65,923,173
                          ------------  -----------       ------------       ------------
                          $158,029,980  $19,573,834       $ 18,908,102       $158,695,712
                          ============  ===========       ============       ============

 
                            See accompanying notes.
 
                                      F-62

 
    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996
 
 (1) The purchase method of accounting has been used in preparing the Unaudited
     Pro Forma Consolidated Financial Statements of Holdings with respect to
     the Sweetwater C. C. acquisition. Purchase accounting values have been
     assigned to the Sweetwater C. C. acquisition on a preliminary basis in the
     Pro Forma Acquisition Adjustments. Management expects the final purchase
     accounting valuation to be completed before September 30, 1996.
 
 (2) The Sweetwater C. C. acquisition was made by the Company by entering into
     a 15 year operating lease. As such, the historical cost of the golf course
     facilities has been eliminated.
 
 (3) Elimination of assets not acquired.
 
 (4) Elimination of liabilities not assumed.
 
 (5) Elimination of equity.
 
                                      F-63

 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
  NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER CON-
TAINED HEREIN OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THOSE TO
WHICH IT RELATES, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE NOTES OFFERED HEREBY TO ANY PERSON IN ANY JURISDIC-
TION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIV-
ERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.
 
                                 ------------
 
                               TABLE OF CONTENTS
 


                                                                          PAGE
                                                                       
Summary..................................................................   4
Risk Factors.............................................................  15
The Exchange Offer.......................................................  21
The Offerings............................................................  29
The Recapitalization.....................................................  29
Use of Proceeds..........................................................  29
Consolidated Capitalization..............................................  30
Selected Consolidated Financial Information..............................  31
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  33
Business.................................................................  39
Management...............................................................  49
Certain Relationships and Related Transactions...........................  52
Principal Stockholders...................................................  53
Description of Notes.....................................................  55
Description of New Credit Facility.......................................  77
Certain Federal Income Tax Considerations................................  78
Plan of Distribution.....................................................  78
Legal Matters............................................................  79
Experts..................................................................  79
Available Information....................................................  79
Index to Financial Statements............................................ F-1

 
  UNTIL DECEMBER 31, 1996, ALL DEALERS EFFECTING TRANSACTIONS IN THE EXCHANGE
NOTES, WHETHER OR NOT PARTICIPATING IN THE EXCHANGE OFFER, MAY BE REQUIRED TO
DELIVER A PROSPECTUS.
 
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 
                    [LOGO OF COBBLESTONE GOLF GROUP, INC.]
 
                         COBBLESTONE GOLF GROUP, INC.
 
                               OFFER TO EXCHANGE
 
 
                         11 1/2% SERIES B SENIOR NOTES
                                   DUE 2003
                              FOR ALL OUTSTANDING
                         11 1/2% SERIES A SENIOR NOTES
                                   DUE 2003
 
                               ----------------
 
                                  PROSPECTUS
 
                               ----------------
 
 
                                OCTOBER 2, 1996
 
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