4 1 0001.txt OMB Number 3235-0287 Expires: September 30, 1998 Estimated average burden hours per response 0.5 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person << Gerhard, Lang H. >> (Last) (First) (Middle) << 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904 (Street), (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol << Family Golf Centers, Inc. (FGCIQ) >> 3. IRS or Social Security Number of Reporting Person (Voluntary) ________ 4. Statement for Month/Year <<8-00>> 5. If Amendment, Date of Original (Month/Year) ___________ 6. Relationship of reporting person to issuer (Check all applicable) << ____ Director XXX 10% Owner >> ____ Officer (give ____ Other (specify title below) below) 7. Individual or Joint/Group Filing (Check Applicable line) << ___ Form filed by one Reporting Person >> XX Form filed by More than One Reporting Person (1) SEC 1474 (7-96) FORM 4 (continued) Page 2 of 7 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 08/15/00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 2,915,775 >> D $0.17 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 0 >> 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I >> - (4)(5) 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 3 of 7 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 08/15/00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 690,644 D $0.17 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 0 >> 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(5) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 4 of 7 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 08/15/00 >> 3. Transaction Code (Instr. 8) Code << P >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 3,606,417 A $0.17 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,837,000 >> 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (3)(5) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 5 of 7 Pages Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) ______________________________ 2. Conversion or Exercise Price of Derivative Security _________________ 3. Transaction Date (Month/Day/Year) ______________ 4. Transaction Code (Instr. 8) Code ______ V ______ 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) _____________ (D) ______________ 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date ____________________ ________________________ 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Title __________________________ Amount or Number of Shares ________ 8. Price of Derivative Security (Instr. 5) _______________ 9. Number of derivative Securities Beneficially Owned at End of Month (Instr. 4) _______________ 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) __________________ 11. Nature of Indirect Beneficial Ownership (Inst. 4) _____________________________________________________________________ __________________________________________________________________________ FORM 4 (continued) Page 6 of 7 Pages Explanation of Responses: (1) The reporting persons consist of (i) Lang H. Gerhard, manager of Estero Partners, LLC, and sole shareholder of West Highland Capital, Inc., and a general partner of investment limited partnerships; (ii) West Highland Capital, Inc., a registered investment adviser and general partner of investment limited partnerships; (iii) Estero Partners, LLC, a general partner of investment limited partnerships; (iv) West Highland Partners, L.P., an investment limited partnership of which Lang Gerhard, West highland Capital, Inc. and Estero Partners, LLC are the general partners, and (v) West Highland International, a Cayman Islands company of which West Highland Capital, Inc. is the investment adviser. Each reporting person disclaims membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. (2) These securities were owned directly by an investment limited partnership of which West Highland Capital, Inc., Estero Partners, LLC and Lang H. Gerhard are the general partners. (3) These securities are owned directly by West Highland International. West Highland Capital, Inc. is the investment adviser to West Highland International but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. (4) These securities were owned directly by West Highland Partners, L.P. Lang Gerhard, West Highland Capital, Inc. and Estero Partners, LLC are the general partners of West Highland Partners, L.P. but disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. (5) Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary interest. /s/ Lang H. Gerhard 9/5/2000 Lang H. Gerhard Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. SEC 1474 (7-96) FORM 4 (continued) Page 7 of 7 Pages Joint Filer Information Name: West Highland Capital, Inc. Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: Family Golf Centers, Inc. (FGCI) Statement for Month/Year: August 2000 Signature: West Highland Capital, Inc. By: /s/ Bonnie George, Chief Operating Officer Name: Estero Partners, LLC Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: Family Golf Centers, Inc. (FGCI) Statement for Month/Year: August 2000 Signature: Estero Partners, LLC By: West Highland Capital, Inc., Attorney-in-Fact By: /s/ Bonnie George, Chief Operating Officer Name: West Highland Partners, L.P. Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: Family Golf Centers, Inc. (FGCI) Statement for Month/Year: August 2000 Signature: West Highland Partners, L.P. By: West Highland Capital, Inc., General Partner By: /s/ Bonnie George, Chief Operating Officer Name: West Highland International Address: Hemisphere Fund Managers Limited, P.O. Box 30362, SM13 2nd Floor, Genesis Bldg., George Town, Cayman Islands Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: Family Golf Centers, Inc. (FGCI) Statement for Month/Year: August 2000 Signature: West Highland International By: West Highland Capital, Inc., authorized person By: /s/ Bonnie George, Chief Operating Officer CSR\2463\041\1113444.01